REG - Inspired PLC - Result of General Meeting
07/01/2025 13:45
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RNS Number : 4493S Inspired PLC 07 January 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF INSPIRED
GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF INSPIRED PLC OR ANY OTHER
ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR
SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
For immediate release
7 January 2025
Inspired plc
Result of General Meeting
Inspired plc ("Inspired" or the "Company") (AIM: INSE), a leading
technology-enabled service provider delivering solutions to enable businesses
to transition to net-zero and manage their response to climate change, is
pleased to announce that all of the Resolutions put to the General Meeting
earlier today were duly passed.
The results the votes received in relation to the Resolutions will be made
available on the Company's website at
https://inspiredplc.co.uk/investors/investor-centre/2024-fundraise/
(https://inspiredplc.co.uk/investors/investor-centre/2024-fundraise/)
Capitalised terms not defined in this announcement (the "Announcement") have
the meanings given to them in the circular containing details of Fundraise
which was published by the Company on 20 December 2024 (the "Circular").
Completion of the Fundraise
As a result of the Resolutions being passed, the Company will allot and issue
53,125,000 new Ordinary Shares pursuant to the Placing to raise gross proceeds
of £21.25 million (before fees and expenses), subject to the admission of the
Placing Shares to trading on AIM.
In addition, the Company will allot and issue 1,025,535 new Ordinary Shares
pursuant to the Retail Offer to raise gross proceeds of £0.41 million for the
Company (before fees and expenses), subject to admission of the Retail Offer
Shares to trading on AIM.
It is expected that admission of the Placing Shares and the Retail Offer
Shares to trading on AIM will occur at 8 00 a.m. on 8 January 2025.
The issue of the Convertible Loan Notes and the Warrants are expected to be
completed following the admission of the Placing Shares and the Retail Offer
Shares to trading on AIM. Further detail on the Fundraise is set out in the
Circular.
GHAM Holding
In accordance with Appendix 1 of the Takeover Code, following Admission of the
Placing Shares and Retail Offer Shares, GHAM, in its capacity as investment
manager or adviser to the GHAM Funds, will be interested in 47,467,403
Ordinary Shares representing approximately 29.73 per cent. of the Company's
Enlarged Share Capital. In addition, the maximum number of Ordinary Shares in
which GHAM, in its capacity as investment manager or adviser to the GHAM
Funds, may be interested in assuming full exercise of Warrants and maximum
conversion of the Convertible Loan Notes(1) on 8 January 2027, being the
Redemption Date, will be 69,717,791 Ordinary Shares. This would represent
approximately 38.33 per cent. of the total issued share capital of the Company
(if only the GHAM Funds exercised their Warrants and converted their
Convertible Loan Notes).
(1) Assuming interest is PIK at 12 per cent. coupon, paid quarterly, for the
full two year term.
Total Voting Rights
Following Admission of the Placing Shares and Retail Offer Shares, the Group's
share capital and total voting rights comprises 159,645,070 Ordinary Shares
and the Group does not hold any shares in treasury. Consequently, 159,645,070
is the figure which may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to notify their
interest in, or a change to their interest in, Inspired under the FCA's
Disclosure and Transparency Rules.
Directors' Participating in the Placing
The following Directors have participated in the Placing as set out below (the
"Directors' Participation"):
Director Board Position Amount (£) Number of Placing Shares at the Issue Price Holding of Ordinary Shares after the Placing % of Enlarged Issued Share Capital
Mark Dickinson Chief Executive Officer 157,944.00 394,860 1,226,288 0.77
Paul Connor Chief Financial Officer 55,000.00 137,500 470,000 0.29
Richard Logan Non- Executive Chairman 14,210.00 35,525 110,327 0.07
Sangita Shah Non-Executive Director 100,000.00 250,000 291,597 0.18
Dianne Walker Non-Executive Director 1,726.00 4,315 13,412 0.01
David Cockshott Chief Commercial Officer 30,000.00 75,000 237,000 0.05
Peter Tracey Non-Executive Director 50,000.00 125,000 125,000 0.08
Further detail on the Directors' Participation as required in accordance with
UK MAR is set out at the end of this Announcement.
For further information please contact:
Inspired PLC
Mark Dickinson, Chief Executive Officer +44 (0) 1772 689 250
Paul Connor, Chief Financial Officer
David Cockshott, Chief Commercial Officer
Shore Capital (Nomad and Joint Broker) +44 (0) 20 7408 4090
Patrick Castle
James Thomas
Sophie Collins
Panmure Liberum (Joint Broker) +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
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mark Dickinson
2 Reason for the notification
a) Position/status CEO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of 0.125p each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 394,860
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Paul Connor
2 Reason for the notification
a) Position/status CFO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of £0.0125 each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 137,500
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Richard Logan
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of £0.0125 each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 35,525
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Sangita Shah
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of £0.0125 each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 250,000
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dianne Walker
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of £0.0125 each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 4,315
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name David Cockshott
2 Reason for the notification
a) Position/status Chief Commercial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of £0.0125 each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 75,000
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Peter Tracey
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Inspired PLC
b) LEI 2138009UAKLCYEQPM829
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument
Ordinary shares of £0.0125 each in Inspired PLC
Identification code
GB00B5TZC716.
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price Volume(s)
40p 125,000
d) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
e) Date of the transaction 7 January 2025
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
7 January 2025
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
Important Notices
SCC which is authorised and regulated in the UK by the FCA, is acting as
nominated adviser to the Company in connection with the matters described in
this Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCC is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCC will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCC or for advising any other person on the arrangements described
in this Announcement. The responsibilities of SCC as the Company's nominated
adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder, holder of Convertible Loan Notes or other person in
respect of their decision to acquire shares in the capital of the Company or
Convertible Loan Notes in reliance on any part of this Announcement, or
otherwise.
SCS which is authorised and regulated in the UK by the FCA, is acting as joint
bookrunner to the Company in connection with the matters described in this
Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCS is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCS will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCS or for advising any other person on the arrangements described
in this Announcement.
Panmure Liberum which is authorised and regulated in the UK by the FCA, is
acting as joint bookrunner to the Company in connection with the matters
described in this Announcement and is not acting for any other persons in
relation to the Fundraise and Admission. Panmure Liberum is acting exclusively
for the Company and for no one else in relation to the contents of this
Announcement and persons receiving this Announcement should note that Panmure
Liberum will not be responsible to anyone other than the Company for providing
the protections afforded to clients of Panmure Liberum or for advising any
other person on the arrangements described in this Announcement
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective Representatives as to,
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Inspired's plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Inspired,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Inspired and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on Inspired
's profitability and ability to access capital and credit, a decline in
Inspired 's credit ratings; the effect of operational risks; and the loss of
key personnel. As a result, the actual future financial condition, performance
and results of Inspired may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of Inspired speak only as
of the date they are made. Except as required by applicable law or regulation,
Inspired expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in Inspired 's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Inspired for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Inspired.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Investors who have chosen to participate in the Fundraise, by making or
accepting an oral, electronic or written and legally binding offer to acquire
Placing Shares and/or Convertible Loan Notes, will be deemed to have read and
understood this Announcement in its entirety and to be making an offer and
acquiring the Placing Shares and/or Convertible Loan Notes on the terms and
subject to the conditions contained herein and to be providing the
confirmations, representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
The Placing Shares and attached Warrants have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and
attached Warrants; and the Placing Shares and attached Warrants have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares and attached Warrants may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom or the EEA.
Neither the content of Inspired 's website (or any other website) nor the
content of any website accessible by hyperlinks on the Company's website (or
any other website) is incorporated in, or forms part of, this Announcement.
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