REG - Inspired PLC Regent Acqstns. 2025 - Statement regarding offer

InspiredAnnouncement

23/04/2025 15:00

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RNS Number : 9090F  Inspired PLC  23 April 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

 

23 April 2025

 

Inspired PLC

("Inspired" or the "Company")

Statement regarding offer

The Board of Inspired notes the announcement by Regent Acquisitions 2025
Limited ("Regent") on 22 April 2025 (the "Announcement"), and the replacement
announcement on 23 April 2025, of its unsolicited all cash offer to acquire
the entire issued and to be issued share capital of Inspired not already held
by any member of the Wider Regent Group for 68.5 pence per Inspired share (the
"Offer").

The Board confirms that, prior to the Announcement being released, the Board
had no knowledge of any such Offer and had not been approached by Regent. The
Board unanimously believes that the Offer fundamentally undervalues Inspired.

The Board is receiving financial advice from Evercore and will make its formal
response to the Offer in due course. Further announcements will be made as and
when appropriate.

The Board urges shareholders not to take any action at this time.

The Board of Inspired commented:

"The Regent Offer represents only a 12% premium to the closing share price of
Inspired prior to the Announcement and is pitched at a level below where the
shares were trading only last month. It's an opportunistic attempt to take
control of the company without paying a proper premium. Inspired is worth
considerably more than what Regent is offering."

This statement is being made by Inspired without the prior agreement or
approval of Regent.

As a consequence of Regent's announcement, the Company is now in an "offer
period" as defined in the Code and the attention of the Company's shareholders
is drawn to the dealing disclosure requirements of Rule 8 of the Code, which
are summarised below.

 

Enquiries:

 

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

 Paul Connor, CFO

 Evercore Partners International LLP (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 document. 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.

 

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 22 April 2025, its issued share capital consisted of
159,645,070 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.

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