REG - Inspired PLC - Publication of Response Document

InspiredAnnouncement

21/05/2025 13:00

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RNS Number : 6354J  Inspired PLC  21 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

21 May 2025

Inspired PLC

("Inspired" or the "Company")

Publication of Response Document

The Board of Inspired today announces the publication by Inspired of a
response document (the "Response Document") in respect of the offer document
published by Regent Acquisitions 2025 Limited ("Regent") on 7 May 2025
relating to the unsolicited cash offer by Regent for the entire issued and to
be issued share capital of Inspired not already owned by the Wider Regent
Group.

Recommendation to Reject Regent's Offer

The Inspired Board, which has received financial advice from Evercore,
unanimously recommends that Inspired Shareholders reject Regent's wholly
inadequate offer and take no action in respect of their shares. Evercore is
providing independent financial advice to the Inspired Directors under Rule 3
of the Code. In providing their views, Evercore has taken into account the
commercial assessments of the Inspired Directors.

The Inspired Board believes that Regent's Offer fundamentally undervalues
Inspired and its prospects. In particular, the Inspired Board believes:

 1.                  Inspired is well positioned with a clear strategy to create long-term value;
 2.                  Regent's Offer is an attempt to take control without paying a proper premium;
 3.                  the Offer Price is well below comparable benchmarks; and
 4.                  Regent taking control of Inspired may not be in the best interests of other
                     shareholders.

As previously announced on 29 April 2025, the holders of over 49 per cent. of
Inspired's shares have indicated that they have no current intention to accept
Regent's Offer.

In addition, the Inspired Board is in detailed discussions with a third party
regarding a possible offer for Inspired at a price above Regent's Offer.

In accordance with Rule 2.6(e) of the Code, the Potential Competing Offeror is
required, by not later than 5.00 p.m. on 29 June (being the 53rd day following
the posting of Regent's Offer Document), either (i) to announce a firm
intention to make an offer for Inspired in accordance with Rule 2.7 of the
Code, or (ii) to confirm to Inspired that it does not intend to make an offer,
in which case Inspired will promptly announce that fact and the Potential
Competing Offeror will be treated as if it had made a statement to which Rule
2.8 of the Code applies. This deadline will only be extended with the consent
of the Panel on Takeover and Mergers.

The Response Document is published in accordance with Rule 25.1(a) of the City
Code on Takeovers and Mergers and will today be posted or otherwise made
available to Inspired shareholders and persons with information rights.

Certain important sections of the Response Document, including the letter from
the Chairman of Inspired and details of Current Trading and certain statements
of Inspired that constitute profit forecasts under the Code are set out in the
Appendix to this announcement.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Response Document.

Enquiries:

 Inspired PLC                               Tel: +44 (0)1772 689 250
 Mark Dickinson, CEO

 Paul Connor, CFO
 Evercore (Financial Adviser to Inspired)  Tel: +44 (0)20 7653 6000
 Ed Banks

 Dimi Georgiou

 Wladimir Wallaert
 Shore Capital (Nomad and Joint Broker)    Tel: +44 (0)20 7408 4090
 Patrick Castle

 James Thomas

 Sophie Collins
 Panmure Liberum (Joint Broker)            Tel: +44 (0)20 3100 2000
 Edward Mansfield

 Satbir Kler

 Joshua Borlant
 Alma Strategic Communications             +44 (0) 20 3405 0205
 Justine James                             +44 (0) 7525 324431

 Hannah Campbell                           inspired@almastrategic.com

 Will Ellis Hancock

 

Important Notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The release, publication
or distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Inspired who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Inspired who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.

Disclaimer

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the UK, is acting
exclusively as financial adviser to Inspired and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Inspired for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters referred
to herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with Inspired or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the Financial Conduct Authority ("FCA") in the UK, are acting
exclusively for Inspired and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Inspired for providing the protections afforded to clients of Shore
Capital nor for providing advice in connection with the matters referred to
herein. Neither Shore Capital nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in connection
with this announcement, any statement contained herein, any offer or
otherwise. Apart from the responsibilities and liabilities, if any, which may
be imposed on Shore Capital by the Financial Services and Markets Act 2000, or
the regulatory regime established thereunder, or under the regulatory regime
of any jurisdiction where exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, neither Shore Capital nor any
of its affiliates accepts any responsibility or liability whatsoever for the
contents of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents
of this announcement, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its behalf, in
connection with Inspired or the matters described in this announcement. To the
fullest extent permitted by applicable law, Shore Capital and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as corporate broker exclusively
for Inspired and no one else in connection with the matters set out in this
announcement. Panmure Liberum will not regard any other person as its client
in relation to the matters or arrangement set out in this announcement and
will not be responsible to anyone other than Inspired for providing the
protections afforded to clients of Panmure Liberum, nor for providing advice
in relation to matters or arrangements referred to in this announcement.
Neither Panmure Liberum nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Panmure Liberum in connection with this announcement, any statement contained
herein or otherwise. No representation or warranty, express or implied, is
made by Panmure Liberum as to the contents of this announcement.

Publication on a website

 In accordance with Rule 26.1 of the Code, a copy of this announcement will
be available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at https://inspiredplc.co.uk/investors/
(https://inspiredplc.co.uk/investors/)  by no later than 12 noon (London
time) on the business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) of the Code applies must be made by no later than
3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code applies must be made by no later
than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, the Company confirms that, as at
close of business on 28 April 2025, its issued share capital consisted of
159,649,070 ordinary shares of £0.0125 each, which carry voting rights of one
vote per share. The ISIN reference number for these shares is GB00BR2Q0V58.
The Company does not hold any shares in treasury.

Additional information

This announcement is not intended to, and does not, constitute an offer to
sell, or the solicitation of an offer to subscribe to buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe, such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

 

APPENDIX

Letter From The CHAIRMAN Of The Company

Inspired PLC

(a company incorporated in England and Wales with registered number 07639760)

 Directors                                    Registered Office

 Richard Logan (Non-Executive Chairman)       Calder House

 Mark Dickinson (Chief Executive Officer)     St Georges Park

 Paul Connor (Chief Financial Officer)        Kirkham

 David Cockshott (Chief Commercial Officer)   Lancashire

 Sangita Shah (Non-Executive Director)        United Kingdom

 Dianne Walker (Non-Executive Director)       PR4 2DZ

 Peter Tracey (Non-Executive Director)

 

21 May 2025

To Inspired Shareholders and, for information only, to the holders of
securities convertible into, rights to subscribe for and options over,
Inspired Shares

Dear Inspired Shareholder,

Response of the Inspired Board to the unsolicited offer from Regent

Introduction

On 22 April 2025, Regent announced an unsolicited offer to acquire Inspired
for 68.5 pence per Inspired Share. Regent announced their offer without having
made any attempts to engage with the Inspired Board about it in advance.

The Inspired Board believes that Regent's Offer fundamentally undervalues
Inspired and its prospects. In particular, the Inspired Board believes:

 1.                  Inspired is well positioned with a clear strategy to create long-term value;
 2.                  Regent's Offer is an attempt to take control without paying a proper premium;
 3.                  the Offer Price is well below comparable benchmarks; and
 4.                  Regent taking control of Inspired may not be in the best interests of other
                     shareholders.

The holders of over 49 per cent. of Inspired's shares have indicated that they
have no current intention to accept Regent's Offer.

Additionally, the Inspired Board is in detailed discussions with a third party
regarding a possible offer for Inspired at a price above Regent's Offer.

In accordance with Rule 2.6(e) of the Code, the Potential Competing Offeror is
required, by not later than 5.00 p.m. on 29 June (being the 53rd day following
the posting of the Offer Document), either (i) to announce a firm intention to
make an offer for Inspired in accordance with Rule 2.7 of the Code, or (ii) to
confirm to Inspired that it does not intend to make an offer, in which case
Inspired will promptly announce that fact and the Potential Competing Offeror
will be treated as if it had made a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of the Panel on
Takeover and Mergers.

The Inspired Board is fully focused on maximising the value of Inspired for
all shareholders, whilst protecting the interests of other stakeholders. The
Inspired Board believes that Regent's Offer is causing disruption and
distraction to Inspired's business, employees and management team, and risks
destabilising customers and suppliers. The Inspired Board has consistently
indicated to Regent and any other interested parties, that it is open to
engaging constructively on any proposal that has the potential to be in the
best interests of all shareholders. So far Regent have not sought to engage
with the Inspired Board.

1.   Inspired is well positioned with a clear strategy to create long-term
value

Under its current leadership, Inspired has transformed into a market leading
provider of a wide range of energy and sustainability services, with a
blue-chip customer base of more than 3,500 customers across the industrial,
commercial and public sectors.

Inspired has built a platform of scale, having more than doubled revenue from
£43.7 million in 2019 to £93.8 million in 2024. Inspired is well positioned
to benefit from the long-term secular macro tailwinds in its key markets.

Inspired has a clear strategy to leverage its complementary leading service
lines to drive profitable long-term growth through:

 •                              cross-selling energy Optimisation services into its customer base;
 •                              cross-selling Assurance / ESG services to its existing customers;
 •                              increasing the sales of its proprietary software to other service providers;
                                and
 •                              continued investment in technology to enhance its services offering and
                                promote client acquisition and retention.

In particular, Inspired has a significant opportunity in its Optimisation
division, with a project pipeline of c. £165 million revenue potential as at
31 December 2024, consisting of projects to reduce energy consumption and
carbon emissions for c. 130 customers.

Following the fundraise in January 2025, Inspired has a robust balance sheet,
with pro-forma leverage (excluding the Convertible Loan Notes) as at 31
December 2024 of less than 1.5x Adjusted EBITDA.

Having successfully navigated the headwinds of Covid-19 and the energy market
disruptions of 2022/23, Inspired is now well set for future growth. The
Inspired Board believes that Inspired Shareholders should reject any offer
that does not reflect the benefits of the investments that have been made and
fails to recognise the full value of Inspired's future prospects.

2.   Regent's Offer is an attempt to take control without paying a proper
premium

Regent's Offer is the lowest price at which they could currently offer under
the Code, being the price at which they bought Inspired Shares in the market
on 5 February 2025.

Regent's Offer of 68.5 pence represents a premium of only 12.3 per cent. to
the Unaffected Price of 61.0 pence on 17 April 2025, being the last business
day before the announcement of Regent's Offer. This compares with the average
premium on all-cash takeovers in the UK in the last 10 years of 46.5 per cent.
This average premium would imply a valuation of 89.3 pence per Inspired Share.

Regent claim that Inspired's recent share price reflects Regent's share
purchases, but the Offer Document reveals that Regent stopped buying Inspired
Shares in February 2025, well before the strong share price performance in
early April that followed the announcement of a 90-day pause in US tariff
policy. In any event, Regent's Offer represents a premium of only 6.0 per
cent. to the volume-weighted average price per Inspired Share of 64.6 pence
for the last three months prior to the Unaffected Date.

In addition, Regent's Offer represents a discount 14.4 per cent. to the
exercise price of 80.0 pence per Inspired Share of the warrants issued in
Inspired's recent placement as well as the conversion price of the convertible
loan notes for which Regent subscribed on 8 January 2025. Regent's Offer is
also at a discount of 28.6 per cent. to Inspired's 52-week high share price
(prior to the commencement of the Offer Period) of 96.0 pence per share on 14
May 2024.

3.   The Offer Price is well below comparable benchmarks

Regent's Offer represents an Enterprise Value to FY24 Adjusted EBITDA multiple
for Inspired of only 6.7x.

This is substantially below the average Enterprise Value to LTM Adjusted
EBITDA multiple paid on recent comparable UK transactions of 8.0x:

 •                              Sureserve Compliance Holdings Limited's final cash offer for Kinovo plc on 14
                                May 2025: 8.4x
 •                              Regent Acquisitions Limited's acquisition of TClarke plc on 16 April 2024:
                                7.1x
 •                              Cap10 Partners LLP's acquisition of Sureserve Group plc on 21 April 2023: 8.5x

Based on this average Enterprise Value to LTM Adjusted EBITDA multiple of
8.0x, Inspired would be worth 86.5 pence per share.

4.   Regent taking control of Inspired may not be in the best interests of
other shareholders

Regent say that they are fully committed to Inspired maintaining its listing
on AIM and that, should Regent's Offer become unconditional, Inspired
Shareholders can remain invested in Inspired alongside Regent.  The Inspired
Board believes that Regent taking control of Inspired may not be in the best
interests of remaining Inspired Shareholders for the reasons set out below.

A change of control would create a material refinancing risk

Inspired's Revolving Credit Facility includes a change of control clause, as a
result of which an acquisition by Regent of 30 per cent. or more of Inspired's
shares would cause the facility to be cancelled with all outstanding amounts
becoming immediately due and payable, unless waived by all lenders under the
facility. The Inspired Board has already received notice from the Bank of
Ireland, one of the two lenders under the facility, that, in such
circumstances, it would seek immediate repayment, as it is winding down its
dedicated British Corporate Banking operation. The total amount due under the
facility as at 20 May 2025 was approximately £49 million.

Regent have not provided any details about whether, and if so how, they intend
to refinance this debt. The Inspired Board believes that any such refinancing
could be expensive and could potentially require additional equity capital
from Inspired Shareholders.

In the absence of immediately available replacement sources of funding, there
is a risk that Regent's actions would result in Inspired becoming technically
insolvent.

Regent have not articulated a strategy for growth

Regent's stated strategy for Inspired is to refocus the business on debt
reduction. Whilst the Inspired Board supports reducing overall levels of debt
over time, it believes that this should be done in a measured way that still
supports ongoing investment in future growth. In particular, the delivery of
Inspired's significant Optimisation pipeline requires investment in operating
expenditure of the Group and an element of working capital investment. The
Inspired Board considers that growth in Optimisation, which underpins its
strategy to (i) cross-sell services to customers, (ii) win major new
contracts, and (iii) retain existing customers, is a critical component of
future shareholder value creation.

Regent themselves state that they believe Inspired's operating cash flows are
"best utilised through reinvestment into the business to support long term
future growth", but instead intend to prioritise debt reduction. The Inspired
Board believes that accelerating debt reduction with the intention of
eliminating all debt by the end of 2026, as Regent intend, would be both
impractical and damage Inspired's future growth prospects.

Regent have not been clear on governance

If Regent's Offer becomes unconditional, Regent will fully control the
appointment of directors to the Inspired Board. Regent have indicated that
they intend to be represented on the Inspired Board and to replace certain
current Inspired Directors with new directors but have given no substantive
indication of the Inspired Board composition that they would implement. Regent
have not stated that they intend to comply with corporate governance best
practice. In the absence of such a statement, the Inspired Board believes that
the future governance of the Company may not be suitable for a UK listed
business.

Regent have indicated that they intend to materially reduce Inspired's
dividends

Regent have confirmed that they would halt all dividends until Inspired's debt
is eliminated. The Inspired Board believes that its progressive dividend
policy is an important discipline and a key part of its capital allocation
strategy. The Inspired Board sees dividends as a valuable source of income for
investors and an important component of total shareholder returns. The
Inspired Board does not support a strategy of cancelling the dividend.

Reduced liquidity and risk of a sustained depressed share price

If Regent's Offer becomes unconditional, the Inspired Board believes that it
would significantly reduce the liquidity in Inspired Shares and thereby
potentially make it harder for Inspired Shareholders to realise value in the
market. Regent themselves have indicated that they believe that Inspired
Shareholders would not be able to achieve the Offer Price by selling in the
market in the absence of the Offer, suggesting that there may be a sustained
discount in the value of Inspired Shares if Regent's Offer becomes
unconditional.

Inspired Board's views on Regent's intentions regarding Inspired's business

The Code requires the Inspired Directors to give their views on the effect of
Regent's Offer on Inspired's interests, including, specifically, employment,
and its views on Regent's strategic plans for Inspired. The Inspired Board's
views on Regent's strategic plans, intention to eliminate debt, future
governance of Inspired and intention to keep Inspired's AIM listing are set
out above.

In addition, Regent have indicated that they will conduct a strategic review
which may result in "material changes" (by which the Inspired Board infers
reductions) in employee and management headcount. The Inspired Board believes
that any material reduction in headcount could impact Inspired's future growth
prospects and be potentially harmful for the employees who lose their jobs.
The Inspired Board highly values the skills and commitment of its employees
and regrets the distraction and destabilisation caused by Regent's Offer.

Accordingly, the Inspired Board does not support Regent's intentions regarding
the employees, management or strategic plans for Inspired.

Over 49 per cent. of Inspired Shareholders do not intend to accept Regent's
Offer

As announced on 28 April 2025, the Inspired Board has received written
confirmation from six major Inspired Shareholders, and each of the Inspired
Directors, confirming that they believe that Regent's Offer fundamentally
undervalues Inspired and that they have no current intention to accept
Regent's Offer.

These Inspired Shareholders hold or control together voting rights over
78,449,678 Inspired Shares, representing 49.14 per cent. of Inspired's share
capital.

Other potential interest in Inspired

During 2024, the Inspired Board received interest from a number of parties who
made indicative proposals to acquire Inspired. The Company is not currently in
active discussions with such parties.

Shortly before Regent's Offer, the Inspired Board had received an approach
from, and was in active discussions with, a potential bidder for Inspired.
Notwithstanding Regent's Offer, the Inspired Board remains in detailed
discussions with this potential bidder regarding an offer at a value above
Regent's Offer Price. The proposal contemplates a potential partial share
alternative for Inspired Shareholders who would wish to remain invested.

In accordance with Rule 2.6(e) of the Code, the Potential Competing Offeror is
required, by not later than 5.00 p.m. on 29 June (being the 53rd day following
the posting of the Offer Document), either (i) to announce a firm intention to
make an offer for Inspired in accordance with Rule 2.7 of the Code, or (ii) to
confirm to Inspired that it does not intend to make an offer, in which case
Inspired will promptly announce that fact and the Potential Competing Offeror
will be treated as if it had made a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of the Panel on
Takeover and Mergers.

Since Regent's Offer, the Inspired Board has also received an approach from
another interested party and held discussions regarding a possible offer at a
price above Regent's Offer. The Inspired Board is no longer in active
discussions with this party.

There can be no certainty that these discussions will result in a firm offer
being made for Inspired, nor as to the terms on which a firm offer might be
made.

 

CURRENT TRADING AND PROFIT FORECASTS

Year ended 31 December 2024

On 31 March 2025, the Company announced its final results for the year ended
31 December 2024, including the following key points:

 •                              Revenue of £93.8 million (2023: £98.8 million), with gross profit of £69.7
                                million (2023: £67.3 million), reflecting good underlying demand across all
                                four divisions. Optimisation Services was impacted by delays to three large
                                projects expected in 2024 now being delivered in H1 FY25.
 •                              Adjusted EBITDA of £23.0 million (2023: £25.2 million), reflecting the
                                impact of the reduction in revenues and associated lost gross profit.
 •                              Adjusted PBT of £11.9 million (2023: £15.8 million), primarily driven by the
                                reduction in Adjusted EBITDA, as well as increased finance costs.
 •                              Free cash flow of £3.9 million (2023: £3.2 million), with an increase in
                                cash generated from operations of £21.2 million (2023: £18.7 million), in
                                part, offset by increase in finance expense and tax.
 •                              Reported net debt as at 31 December 2024 was 2.59x Adjusted EBITDA (2023:
                                1.93x), following final contingent consideration payments of £10.8 million
                                (2023: £12.1 million). The Group has no outstanding contingent consideration
                                liabilities.
 •                              Following completion of the £26.7 million fundraising in January 2025, Group
                                pro-forma net debt / Adjusted EBITDA reduced to 1.47x(1,2).
 •                              The FY25 financial year has started well and in line with management's
                                expectations. The three significant Optimisation projects are on track for
                                delivery in H1 FY25 as anticipated. The Board remains confident for FY25.

Current trading update

By the end of Q1 2025, the Company had delivered Adjusted EBITDA  ahead of
the equivalent period in 2024. The Assurance, ESG and Software divisions all
performed well and in line with management's expectations. The three
significant Optimisation projects delayed from 2024 remain on track for
delivery in H1 2025, however, at the end of Q1, there was some slippage in
these into Q2 with the result that Adjusted EBITDA for Optimisation, and
therefore the Group overall, was behind management's expectations for Q1 2025.

With the performance of Assurance, ESG and Software remaining in line with
management expectations and a growing Optimisation pipeline to support the
delivery of its original full year expectations, management remains confident
in the outcome for the full year.  However, because of the slower than
anticipated pace of conversion of the Optimisation pipeline in H1 2025, there
is a higher risk profile than envisaged at the start of the year as management
now expects the full year 2025 performance to be materially H2 weighted, with
a particular weighting towards Q4 2025. It should be noted that due to the
business's diversification into Optimisation Services, the phasing of revenue
and profit can be volatile throughout the year.  The expected pattern at this
point in FY25 is broadly similar to that experienced in prior years.

As a result of the in-year weighting set out above, Net Debt(2) is now
expected to be c. £45 million at 30 June 2025 and c. £40 million at the end
of FY25, with the working capital investment in Optimisation in Q4 2025
expected to unwind in Q1 2026.

As has been widely reported, the economic outlook remains uncertain and
geo-political instability continues to create volatility in energy prices.
This market volatility and ongoing European ESG regulations remain key demand
tailwinds for Inspired's services. The Group benefits from high retention
rates across the Assurance, ESG and Software divisions, given the attractive
ROI Inspired provides to its clients.

Inspired's long-term growth aspirations are underpinned by the strong pipeline
for Optimisation projects, which has continued to grow in absolute terms since
the start of FY25. Some client concentration remains and the planned
diversification of the client base is expected to extend at least into FY26.
Successfully converting this pipeline to executed projects and navigating the
higher risk FY25 trading profile, will be key to future performance.

Inspired Profit Forecasts

FY25 Adjusted EBITDA

The Company's trading update on 2 December 2024 stated that the Inspired Board
had "confidence in delivering market consensus for FY2025 Adjusted EBITDA" The
trading update included a footnote stating that:

"The Company considers that current market consensus for the year ended 31
December 2025 Adjusted EBITDA is £30.1 million."

FY27 Aspirations

Since the end of FY22, following the Company's transition from being solely an
energy broker into a full suite sustainability services provider, it has set
out its strategy to drive profit growth over the five-year period to FY27. In
this context, the Inspired Board has on several occasions indicated its
aspiration, objective or goal to double Adjusted EBITDA in this period.  Most
recently, on 31 March 2025, it stated:

"Inspired's continued ambition to double Adjusted EBITDA [from FY22] by YE
2027"

Confirmations

These two statements (the "Statements") are considered to constitute profit
forecasts for the purposes of Rule 28 of the Code:

As required under Rule 28.1 (c) of the Code, the Directors confirm that the
Statements continue to be valid as at the date of this announcement. The
Directors further confirm that they have been properly compiled on the basis
of the assumptions stated within this paragraph and that the basis of
accounting used is consistent with the accounting policies of the Company.

Set out below is the basis of preparation in respect of the Statements,
together with the assumptions on which they are based.

Basis of preparation

The Statements have been prepared on a basis consistent with Inspired's
accounting policies which are in accordance with IFRS. These policies are
consistent with those applied in the preparation of the Inspired's annual
results for the year ended 31 December 2024.

The Statements exclude any transaction costs applicable to Regent's Offer or
any other associate accounting impacts as a direct result of Regent's Offer.

Assumptions

The Statements are based on the assumptions listed below.

Factors outside the influence or control of the Inspired Directors

 •                              Regent's Offer does not become unconditional.
 •                              Regent's Offer will not have any material impact on Inspired's ability to
                                retain existing customers.
 •                              Regent's Offer will not have any material impact on Inspired's ability to win
                                new business.
 •                              Regent's Offer will not result in any material changes to Inspired's
                                obligations to customers.
 •                              Regent's Offer will not result in any material staff departures.
 •                              Regent's Offer, or purchases of Inspired Shares by Regent, will not result in
                                immediate repayment of the Revolving Credit Facility.
 •                              Regent's Offer will not result in any change in behaviour of energy suppliers
                                competing with Regent who provide services to the customers of the Group.
 •                              There will be no material changes to existing prevailing macroeconomic or
                                political conditions in the markets and regions in which Inspired operates.
 •                              There will be no material changes to the conditions of the markets and regions
                                in which Inspired operates.
 •                              Customer demand for Inspired's services will continue to develop in line with
                                previous trends and suppliers will not seek to change materially their
                                relationships with Inspired.
 •                              There will be no material changes in the behaviour of competitors in the
                                markets and regions in which Inspired operates.
 •                              The interest, inflation and tax rates in the markets and regions in which
                                Inspired operates will remain materially unchanged from the prevailing rates.
 •                              There will be no material adverse events that will have a significant impact
                                on Inspired's financial performance.
 •                              There will be no business disruptions that materially affect Inspired or its
                                key customers, including natural disasters, acts of terrorism, cyberattack
                                and/or technological issues or supply chain disruptions.
 •                              There will be no material changes to the foreign exchange rates that will have
                                a significant impact on Inspired's revenue or cost base.
 •                              There will be no material involuntary management changes or departures of key
                                Inspired personnel.
 •                              There will be no material changes in legislation or regulatory requirements
                                impacting on Inspired's operations or on its accounting policies.
 •                              There will be no material litigation in relation to any of Inspired's
                                operations.

Factors within the influence and control of the Inspired Directors

 •                              The Inspired Board will not make any material changes to the present
                                management of Inspired.
 •                              The Inspired Board will not make any material change in the operational
                                strategy of Inspired.
 •                              The Inspired Board will not make any material change to its customer and
                                supplier relationships.
 •                              There will be no material acquisitions or disposals.
 •                              There will be no material strategic investments over and above those currently
                                planned.
 •                              There will be no material change in the dividend or capital policies of
                                Inspired.

Additional risks and uncertainties not currently known to the Company, or that
the Company currently deems to be immaterial, may also have an adverse effect
on the Company.

Footnotes:

(1)   Pro forma net debt / Adjusted EBITDA uses the 31 December 2024 net
debt and adds £25.4 million of net funds raised in January 2025, divided by
the 2024 Adjusted EBITDA.

 

(2)   Net debt excludes the impact of £5m convertible loan notes issued as
part of the fundraise in January 2025.

 

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:

1.   All references to Inspired Shares are to Inspired ordinary shares of
£0.0125 each.

2.   Pro-forma leverage as at 31 December 2024 of less than 1.5x Adjusted
EBITDA has been calculated based on:

a.   Adjusted EBITDA of £23.0 million as at 31 December 2024; and

b.   "Pro-forma Net Debt" of £33.8 million calculated based on:

i. Net debt of £59.2 million as at 31 December 2024; less

ii. Net funds of £25.4 million raised as at 8 January 2025 through the
placing and convertible loan note issuance.

3.   46.5 per cent average premium on all UK all-cash takeovers over the
last ten years is based on the average 1-day prior to announcement premium
achieved in UK public market takeovers in the ten years to 13 May 2025. This
data is exported from SDC (criteria: a) Target Nation: UK; b) Deal Status:
Unconditional, Completed or Pending; (c) Public Status: Public). The export
was then adjusted to include deals with consideration offered of "Cash", "Cash
Only" and "Cash and Cash Dividend", exclude all deals with deal type
categorised as "Stake Purchase" and exclude all deals with acquisition
techniques categorised as "Privately Negotiated Purchase". Sailpoint
Technologies UK Ltd's acquisition of Osirium Technologies PLC was excluded as
an outlier given SDC reports a premium of approximately 19,483 per cent.

Applying the above stated average premium of 46.5 per cent to Inspired's
Unaffected Price of 61.0 pence on 17 April 2025 would imply a valuation of
89.3 pence per Inspired Share.

4.   The Enterprise Value of Inspired of £153.7 million implied by Regent's
Offer has been calculated based on:

a.   the value of £113.4 million attributed to the fully diluted issued
share capital of Inspired calculated based on 68.5 pence per Inspired share
and:

i. 159,649,070 Inspired Shares in issue; and

ii. a maximum of 7,871,693 Inspired Shares to be issued on the exercise of
in-the-money options and vesting of awards under the Inspired Share Plans;
less

iii.            1,974,750 Inspired Shares held by the Inspired
Employee Benefit Trust that can be used to satisfy the exercise of options and
vesting of awards under the Inspired Share Plans;

b.   plus the amount of "Debt-like Items" of £40.3 million as at 8 January
2025 calculated as follows:

i. Pro-forma Net Debt of £33.8 million as at 8 January 2025 (as set out in
paragraph 2 of this Part 4); plus

ii. convertible loan notes of £5.0 million as at 8 January 2025; plus

iii.            deferred tax liabilities of £1.1 million as at 31
December 2024; plus

iv.            lease liabilities of £2.4 million as at 31 December
2024; less

v.            equity investments of £2.0 million as at 31 December
2024.

5.   The implied FY24 Enterprise Value to Adjusted EBITDA multiple of
approximately 6.7x is calculated by reference to the Enterprise Value set out
in paragraph 4 of this Part 4, divided by Inspired's Adjusted EBITDA for the
12-month period ending 31 December 2024 of £23.0 million.

6.   The reference to the Inspired offer-implied multiple being
substantially below the average multiple paid recently for comparable UK
transactions is based on the implied Regent offer multiple of 6.7x FY24
Adjusted EBITDA (as set out in paragraph 5 of this Part 4) being less than the
average of precedent transaction Enterprise Value to LTM Adjusted EBITDA
multiples of 8.0x, as set out below:

a.   Sureserve Compliance Holdings Limited's final cash offer for Kinovo plc
("Kinovo") (announced on 14 May 2025) which had an LTM Adjusted EBITDA
multiple of 8.4x based on:

i. Kinovo's Equity Value of £56.4 million (sourced from Kinovo's Rule 2.7
Announcement dated 14 May 2025); plus

ii. Debt-like items of £2.4 million as at 30 September 2024 (sourced from
Kinovo's Interim Report 2024), including borrowings of £0.1 million, lease
liabilities of £1.4 million, overdraft of £0.9 million, and less cash of
£0.0 million, resulting in Kinovo's Enterprise Value of £58.8 million;
divided by

iii.            LTM Adjusted EBITDA of £7.0 million (sourced from
Kinovo's Interim Report 2024).

b.   Regent's Acquisitions Limited's acquisition of TClarke plc ("TClarke")
(announced on 16 April 2024) which had an LTM Adjusted EBITDA multiple of 7.1x
based on:

i. TClarke's Equity Value of £90.6 million (sourced from TClarke's Rule 2.7
Announcement dated 16 April 2024), plus

ii. Debt-like items of £0.3 million as at 31 December 2023 (sourced from
TClarke's Annual Report 2023), including borrowings of £10.0 million, lease
obligations of £7.8 million, retirement benefit obligations of £11.8
million, and less cash of £29.3 million, resulting in TClarke's Enterprise
Value of £90.9 million; divided by

iii.            LTM Adjusted EBITDA of £12.8 million (sourced from
TClarke's Annual Report 2023).

c.   Cap10 Partners LLP's acquisition of Sureserve Group plc ("Sureserve")
(announced on 21 April 2023) which had an LTM Adjusted EBITDA multiple of 8.5x
based on:

i. Sureserve's Equity Value of £214.1 million (sourced from Sureserve's Rule
2.7 Announcement dated 21 April 2023), plus

ii. Debt-like items for continuing operations of £2.7 million as at 31 March
2023 (sourced from Sureserve's Interim Report 2023), including lease
liabilities (net of unamortised finance costs) of £17.6 million, less net
cash of £12.8 million and interests in joint ventures of £2.1 million,
resulting in Sureserve's Enterprise Value of £216.8 million; divided by

iii.            LTM Adjusted EBITDA for continuing operations of
£25.6 million (sourced from Sureserve's Interim Report 2023).

d.   These comparable UK transactions were selected on the basis that they
are public takeovers of UK listed companies which: (i) are of a similar size
to Inspired; (ii) took place in the last three years; and (iii) provide
similar services and/or operate in similar end markets as Inspired.

7.   The implied value of Inspired of 86.5 pence per share based on the
industry precedent transactions average Enterprise Value to LTM Adjusted
EBITDA multiple has been calculated based on:

a.   the average industry precedent transactions Enterprise Value to LTM
Adjusted EBITDA multiple of 8.0x as set out in paragraph 6 of this Part 4;
multiplied by

b.   Inspired's Adjusted EBITDA for the 12-month period ending 31 December
2024 of £23.0 million; less

c.   Debt-like Items of £40.3 million as at 8 January 2025, as set out in
paragraph 4 of this Part 4; divided by

d.   Inspired's fully diluted issued share capital, as set out in paragraph
4 of this Part 4.

8.   Unless stated otherwise, all prices quoted for Inspired Shares are
Closing Prices and are derived from Bloomberg.

9.   Volume weighted average prices are derived from Bloomberg.

10.  Certain figures included in this announcement have been subject to
rounding adjustments.

11.  Unless otherwise stated, the financial information relating to Inspired
is extracted from the annual report and accounts of Inspired for the relevant
years, and the audited consolidated financial statements contained therein
have been prepared in compliance with United Kingdom accounting standards,
including IFRS and the Companies Act.

 

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