REG - Regent Acqstns. 2025 - Cash Offer for Inspired PLC

InspiredAnnouncement

22/04/2025 14:45

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RNS Number : 7141F  Regent Acquisitions 2025 Limited  22 April 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

FOR IMMEDIATE RELEASE

22 April 2025

 

ALL CASH OFFER

for

INSPIRED PLC

by

REGENT ACQUISITIONS 2025 LIMITED

Summary

·      Regent Acquisitions 2025 Limited ("Regent") is pleased to
announce a cash offer to acquire the entire issued and to be issued share
capital of Inspired PLC ("Inspired" or the "Company") ("Inspired Shares") not
already held by any member of the Wider Regent Group.

·      Regent confirms that it will make the cash offer through the
despatch of the Offer Document and where appropriate a Form of Acceptance,
both of which will be posted to Shareholders (or made available electronically
in accordance with the Takeover Code) as soon as practicable and not later
than 28 days after the date of this announcement. The Offer Document will
contain the formal terms of the Offer.

·      Regent is a private limited company incorporated in England and
Wales with registration number 16391874. Further information in relation to
Regent is set out in paragraph 4 of this announcement.

·      As Inspired stated in the announcement, on 31 March 2025, of its
consolidated, audited final results for the year ended 31 December 2024,
Inspired is the UK's leading energy and sustainability advisor. Further
information in relation to Inspired is set out in paragraph 5 of this
announcement.

1.   Offer

·      Under the terms of the Offer, each Inspired Shareholder will be
entitled to receive:

 for each Inspired Share:  68.5 pence in cash (the "Cash Consideration")

·      The Cash Consideration values Inspired's entire issued share
capital at approximately £109.35 million on the basis of there being
159,645,070 Inspired Shares in issue as at the Latest Practicable Date.

·      The Offer Price represents a premium of:

·      71.3 per cent. to the price per Inspired Share of 40.0 pence,
being the price at which Inspired undertook its £21.25 million placing
(before fees and expenses) on 8 January 2025.

·      42.7 per cent. to the price per Inspired Share of 48.0 pence,
being the price at which Regent began increasing its shareholding in order to
support the Company on 20 January 2025.

·      approximately 12.3 per cent. to the Closing Price of 61.0 pence
per Inspired Share on the Latest Practicable Date; and

·      17.4 per cent. to the volume-weighted average price per Inspired
Share of 58.3 pence for the last six months to the Latest Practicable Date.

·      Appropriate offers will be made to holders of options and
warrants in Inspired as required pursuant to Rule 15 of the Code.

·      It is intended that the Offer will be implemented by means of a
takeover offer under Part 28 of the Companies Act (although Regent reserves
the right to elect to implement the Offer by means of a Scheme of Arrangement
(subject to Panel consent).

·      The Offer will remain open for acceptance, subject to the terms
of the Offer to be set out in more detail in the Offer Document, until 1.00 pm
on the 21st day after the date of publication of the Offer Document or (if
that day is a Saturday, Sunday or a public holiday) on the next succeeding
business day (the "First Closing Date").

·      The Offer will be conditional only upon receipt of valid
acceptances which will result in Regent and persons acting in concert with it
holding Inspired Shares which, together with the Inspired Shares acquired, or
agreed to be acquired, by Regent and persons acting in concert with it before
or during the Offer Period, carry, in aggregate, over 50 per cent. of the
voting rights then normally exercisable at general meetings of Regent.
Information on the Acceptance Condition and the further terms to which the
Offer will be subject is set out in Appendix II to this announcement and will
be set out in the Offer Document.

Regent, at its sole discretion, may extend the Offer beyond the First Closing
Date, and will make a further announcement at that time.

2.   Background to and reasons for the Offer

·      The Wider Regent Group has been a significant, long-term
shareholder in Inspired, having first invested when the Company floated on AIM
in November 2011.

·      The Wider Regent Group has historically been a supportive
shareholder; however it has believed for some time that the Inspired Group's
debt levels are too high and has raised concerns for some time, including by
voting against the payment of the final dividend at the Company's Annual
General Meeting held on 28 June 2024. The Company's debt burden is the reason
that Regent took a leading participatory role in the Company's emergency
fundraise in December 2024 which consisted of a placing, a convertible loan
note and a retail offer (the "December 2024 Fundraise").

·      Regent Gas Holdings Limited, a member of the Wider Regent Group,
currently holds 46,865,710 Inspired Shares, representing approximately 29.36
per cent. of Inspired's issued ordinary share capital.

·      Regent Gas Holdings Limited also holds 20,000,000 Inspired
Warrants which were issued to it in connection with being a cornerstone
investor in the December 2024 Fundraise. The Inspired Warrants provide the
warrant holder with the right to subscribe in cash for one new Inspired Share
at an exercise price of 80 pence per new Inspired Share (being double the
price at which Inspired Shares were issued in the December 2024 Fundraise).
The Inspired Warrants are exercisable at any time up to the second anniversary
of the date of the warrant instrument being 8 January 2027, at which time they
will lapse.

·      In addition, as part of the December 2024 Fundraise, Regent Gas
Holdings Limited subscribed for a principal amount of £2m Convertible Loan
Notes due in 2027 ('CLNs') to further support the Group. The CLNs can be
converted into new Inspired Shares in part or full at any time at the
discretion of Regent Gas Holdings Limited at a conversion price of 80 pence
per new Inspired Share (being double the price at which Inspired Shares were
issued in the December 2024 Fundraise). (Interest is payable on the CLNs at 12
per cent. per annum, payable quarterly in arrears and is to be paid in kind
(PIK). The CLNs are to be redeemed after 24 months but may be redeemed in
whole or in part at any time before the due date. On the date of redemption,
the CLNs are convertible at the option of Regent Gas Holdings Limited at a
conversion price of 80p per New Inspired Share into 2,500,000 new Inspired
Shares.

·      Regent would like Inspired to implement initiatives that place
cash generation and debt reduction at the heart of its strategy and feels the
only way this can be achieved by the end of 2026 is by increasing its
ownership of Inspired.  The research note published by Shore Capital,
Inspired's broker on 31 March 2025, forecasts net debt of over £7m at the end
of 2027 which does not correspond with the Company's stated objective of being
debt free by the end of 2027. Regent would therefore propose an operational
efficiency programme be implemented within the Inspired Group, which would
include the halting of any future dividend payments until the debt burden is
eliminated.

·      Regent remains supportive of Inspired's listing and it is
Regent's intention that the Company continues to trade on AIM. Shareholders
should be aware that, without Regent's approval, no alternative offer which
seeks to take the Company private can be successful. In Regent's view, this
significantly reduces the likelihood of an alternative offer being made.

3.   Intentions of Regent

Inspired Shareholders should note that Regent has not had any substantive
access to Inspired's non-public information or documentation.

However, Regent is confident that it can assist Inspired's board of directors
(the "Board") in improving Inspired's operational efficiency and reduce its
debt burden. This assessment of the business is based on Regent's own
outside-in perspectives, industry benchmarks and publicly available
information.

Regent intends, in conjunction with the Board, to undertake a strategic review
of the Group's business, organisational structure, key functions, processes
and systems, which Regent expects to take up to six months to complete. From
this review Regent expects the Board to identify the potential efficiencies
and cost savings which will assist the Board in determining how best to reduce
the Group's debt burden with the intention of eliminating it by the end of
2026.

Business and operations

In line with its long-term strategy for value creation, Regent believes that
Inspired's operating cash flows are best utilised through reinvestment into
the business to support long term future growth. Accordingly, should the Offer
be successful, Regent intends to support the adoption of a material reduction
in Inspired's dividend policy which would include the halting of any future
dividend payments until the debt burden is eliminated. During the strategic
review, Regent also intends to identify potential efficiencies and cost
savings that may change or alter the scale and nature of the Company's
business and operations.

 

Trading facilities

Regent is fully committed to Inspired maintaining its AIM listing. Regent
recognises that some Shareholders may wish to remain invested in the Company
and participate in any future capital appreciation and income distribution.
Accordingly, Shareholders who do not wish to accept the Offer will have the
opportunity to retain their shares in a public company and remain long-term
shareholders in Inspired alongside Regent.

Employees and management

Regent believes that an outcome of the strategic review may result in material
changes in employee and management headcount. It is expected that proposals
regarding incentivisation arrangements for management and employees of the
Group will also be considered.

 

Headquarters and locations

Regent intends to retain the current headquarters and headquarter functions,
operations and places of business of Inspired.

Fixed assets and R&D

Regent has no intention of changing any fixed assets of Inspired and intends
to maintain its R&D operations.

Existing rights and pensions

Regent confirms that the existing contractual and statutory employment rights,
including in relation to pensions, of Inspired's management and employees will
be fully safeguarded in accordance with applicable law.

Intentions for the future of Regent

There will be no changes to Regent's employees and management, including no
material changes in the conditions or balance of skills and functions.

There will be no changes to Regent's strategic plans.

No statements in this paragraph 3 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.

4.   Information on Regent

The Wider Regent Group, which was established in 1995, is a leading supplier
of gas and metering services to industrial and commercial customers in the UK.
The Wider Regent Group provides services to large consumers of gas across a
range of sectors including, leisure, care homes, manufacturing, food
production and retail.

Regent is a company registered in England and was incorporated on 16 April
2025 to make the Offer. It is a wholly owned subsidiary of Regent
International Holdings Limited.

5.   Information on Inspired

Inspired is a technology-enabled commercial energy and sustainability advisory
service provider delivering solutions to enable businesses to transition to
net-zero and manage their response to climate change. Inspired's services
range from utility data management and procurement to consumption reduction
and intelligent ESG strategies. Inspired offers a wide range of integrated
sustainability solutions through its four divisions. Inspired offers
customised and practical solutions to clients, which help them manage risks
and succeed in the future net-zero economy. Energy is a mission-essential item
for businesses, playing a crucial role in achieving business goals and
reducing carbon emissions with the transition to net-zero.

6.   Disclosure of interests in Relevant Securities in Inspired

In this section, "Relevant Securities" means Inspired Shares and securities
convertible into, or rights to subscribe for, options (including traded
options) and warrants in respect thereof and derivatives referenced thereto.

The interests of Regent, including the Wider Regent Group, in Relevant
Securities as at the date of this announcement are as follows:

 Name                         Number of Inspired Shares  Percentage of Inspired Shares in issue at Latest Practicable Date  Number of Warrants held  Principal amount Convertible Loan Note
 Regent Gas Holdings Limited  46,865,710                 29.36                                                              20,000,000               £2,000,000
 Total                        46,865,710                 29.36                                                              20,000,000               £2,000,000

·      Save as described above, neither Regent nor any person acting in
concert with Regent, including the Wider Regent Group, has any interest in, or
right to subscribe for, any Relevant Securities of Inspired, or any short
positions (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery.

·      Neither Regent nor any person acting in concert with Regent has
borrowed or lent any relevant securities.

·      There are no arrangements of the kind referred to in Note 6(b) to
Rule 8 of the Takeover Code or Note 11 to the definition of "acting in
concert" in the Takeover Code which exist between Regent or any associate of
Regent and any other person in relation to any Relevant Securities of
Inspired.

·      Furthermore, save as disclosed in this announcement, no
arrangement exists with Regent in relation to Relevant Securities. For these
purposes, an "arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever nature,
relating to Relevant Securities which may be an inducement to deal or refrain
from dealing in such securities. For the purposes of this paragraph, the terms
"associate" and "interest" have the same meanings as defined in the Takeover
Code.

7.   Financing of the Offer

·      The Offer will be financed from the existing cash resources of
Regent.

·      SPARK Advisory Partners Limited, financial adviser to Regent, is
satisfied that sufficient cash resources are available to Regent to enable it
to satisfy, in full, the payment of the cash consideration payable to
Shareholders under the terms of the Offer.

8.   Further terms of the Offer

·      The Offer will be implemented by way of a takeover offer (as
defined in Part 28 of the Companies Act). Certain further terms of the Offer
are set out below and the detailed terms of the Offer will be set out in the
Offer Document.

·      The Offer Document will include full details of the Offer,
together with the expected timetable, and will specify the action to be taken
by Shareholders.

·      In so far as any dividend or other distribution or return of
value is authorised, declared, made, paid or payable by Inspired on or after
the date of this announcement, Regent will be entitled to reduce the Offer
Price by the amount of any such dividend, other distribution or return of
value per Inspired Share except where the Inspired Shares are or will be
acquired on a basis which entitles Regent to receive the dividend, other
distribution or return of value and retain it.

·      The Offer will be governed by English law. The Offer will be
subject to the applicable requirements of the City Code and the Panel.

·      The Offer will extend to all issued Inspired Shares which are not
held by Regent (and persons acting in concert with Regent) and any further
Inspired Shares which are unconditionally allotted or issued and fully paid
before the Offer closes.

·      The Inspired Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement. Fractional entitlements to consideration will
be rounded up to the nearest whole pence.

·      The availability of the Offer to Shareholders who are not
resident in the UK may be affected by the laws and/or regulations of their
relevant jurisdiction. Therefore, such persons should inform themselves about
and observe any applicable legal or regulatory requirements in their
jurisdiction. If you are in any doubt, you should consult your professional
adviser in the relevant jurisdiction without delay.

9.   Timetable

·      It is intended that the Offer Document containing further details
of the Offer and where appropriate the Form of Acceptance will be despatched
to Shareholders (other than to persons in a Restricted Jurisdiction) no later
than 28 days after the date of this announcement (unless agreed otherwise with
the Panel).

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices).

The person responsible for arranging the release of this Announcement on
behalf of Regent is Deep Valecha.

Enquiries:

 Regent Acquisitions 2025 Limited                               +44 (0) 20 8896 6000

 Deep Valecha

 Trevor Mitchell

 SPARK Advisory Partners Limited (Financial Adviser to Regent)  +44 (0) 20 3368 3550

 Matt Davis

James Keeshan

Angus Campbell

Simmons & Simmons LLP is acting as legal adviser to Regent.

Important Notices Relating to Financial Advisers

SPARK Advisory Partners Limited ("Spark"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to Regent and no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other
than Regent for providing the protections offered to clients of Spark or for
providing advice in connection with any matter referred to in this
Announcement. Neither Spark 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
Spark in connection with this Announcement, any statement contained herein,
the Offer or otherwise. No representation or warranty, express or implied, is
made by Spark as to the contents of this Announcement.

Further Information

The Regent Directors accept responsibility for the information contained in
this Announcement relating to Regent. To the best of the knowledge and belief
of the Regent Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Offer Document, which, together with the
Forms of Acceptance, will contain the full terms and conditions of the Offer.
Any decision or response in relation to the Offer should be made solely on the
basis of the information contained in the Offer Document). Inspired
Shareholders are advised to read the formal documentation in relation to the
Offer carefully once it has been published. Each Inspired Shareholder is urged
to consult their independent professional adviser regarding the tax
consequences of the Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

The availability of the Offer and the release and/or distribution of this
Announcement in or into jurisdictions other than the United Kingdom may be
restricted by the laws and regulations of those jurisdictions and, therefore,
persons who are not resident in the United Kingdom into whose possession this
Announcement comes should inform themselves about and observe any such
restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. Shareholders who
are in any doubt regarding such matters should consult an appropriate
independent financial adviser in their relevant jurisdiction without delay.

Copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction, and persons receiving this Announcement
(including custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise distribute or send it in, into or from such
Restricted Jurisdictions as doing so may violate the securities laws of such
jurisdictions and invalidate any purported acceptance of the Offer. This
Announcement has been prepared in compliance with English law and regulation
(including the Takeover Code), and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws and regulations of jurisdictions outside
England. This Announcement is not an offer of securities for sale in any
jurisdiction (including any Restricted Jurisdiction)

This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Regent or required by the Code, and permitted
by applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that jurisdiction, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws in
that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Offer.

Further details in relation to Shareholders in overseas jurisdictions will be
contained in the Offer Document.

Notice to U.S. shareholders

The Offer relates to the shares of an English company and is subject to UK
procedural and disclosure requirements, which differ from those of the United
States. The Offer is extended into the United States in reliance on the "Tier
I" exemption pursuant to Rule 14d-1(c) under the U.S. Securities Exchange Act
of 1934, as amended (the "Exchange Act"), from the requirements of the
Exchange Act and the rules and regulations promulgated thereunder.
Accordingly, the Offer will be subject to procedural and disclosure
requirements, including with respect to withdrawal rights, notices of
extensions, announcements of results, settlement procedures and waivers of
conditions, which differ in various respects from the requirements and
customary practices followed in US domestic tender offers. Financial
information included or referred to herein has been or will be prepared in
accordance with accounting standards applicable in the United Kingdom and,
accordingly, may not be comparable to financial information of US companies or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principle" ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable in the
United Kingdom. None of the financial information included or referred to
herein has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States). The Offer is being made to US
shareholders on the same terms and conditions as those made to all other
Shareholders to whom the Offer is made. All information documents disseminated
by Regent regarding the Offer will be disseminated to US shareholders of
Inspired on a basis comparable to the method pursuant to which those documents
are provided to all other Inspired Shareholders. The receipt of cash pursuant
to the Offer by a US shareholder as consideration for the transfer of its
Inspired Shares pursuant to the Offer will likely be a taxable transaction for
United States federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each Inspired
Shareholder is urged to consult its independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer. Neither
the Offer nor this Announcement has been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have such authorities
passed upon or determined the adequacy or accuracy of the information
contained in this Announcement or the merits of the Offer. Any representation
to the contrary is a criminal offence in the United States

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Regent or Inspired contain statements which are, or may be deemed
to be, "forward-looking statements" with respect to Regent and Inspired. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should"
or other words of similar meaning or the negative thereof. Forward-looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, synergies, financial
conditions, market growth, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of the
operations of Inspired; and (iii) the effects of government regulation on the
business of Inspired. There are many factors which could cause actual results
to differ materially from those expressed or implied in forward-looking
statements. Among such factors are the satisfaction (or, where permitted,
waiver) of the Conditions as well as additional factors, such as domestic and
global business and economic conditions; the impact of pandemics, asset
prices; market-related risks such as fluctuations in interest rates and
exchange rates, industry trends, competition, changes in government and
regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital and tax), changes
in political and economic stability (including exposures to terrorist
activities, the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict), disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and currency
fluctuations, the timing impact and other uncertainties of future or planned
acquisitions or disposals or offers, the inability of Regent to realise
successfully any anticipated synergy benefits when the Offer is implemented
(including changes to the board and/or employee composition of Inspired,) the
inability of Regent to integrate successfully Inspired's operations and
programmes when the Offer is implemented, Regent incurring and/or experiencing
unanticipated costs and/or delays (including IT system failures, cyber-crime,
fraud and pension scheme liabilities), or difficulties relating to the Offer
when the Offer is implemented. Other unknown or unpredictable factors could
affect future operations and/or cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Inspired
and/or Regent) because they relate to events and depend on circumstances that
will occur in the future. The factors described in the context of such
forward-looking statements in this Announcement may cause the actual results,
performance or achievements of any such person, or industry results and
developments, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have been correct
and persons reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this Announcement. Neither of Inspired, Regent, nor any of their
respective associates or directors, officers or advisers, provide any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. All subsequent oral or written
forward-looking statements attributable to Inspired or Regent or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. Other than in
accordance with their legal or regulatory obligations (including under the
Code, MAR and the AIM Rules), neither of Inspired or Regent is under or
undertakes any obligation, and each of the foregoing expressly disclaims any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended, or is to be construed, as a
profit forecast or estimate for any period or a quantified financial benefits
statement and no statement in this Announcement should be interpreted to mean
that earnings or earnings per ordinary share, for Inspired or Regent,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Inspired or Regent, respectively.

Electronic Communication - Information Relating to Inspired Shareholders

Addresses, electronic addresses and certain other information provided by
Inspired Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Inspired  may be provided to
Regent during the Offer Period as required under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Publication on Website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.regentacquisitions2025.co.uk
(http://www.regentacquisitions2025.co.uk) by no later than 12 noon on the
Business Day following the date of this Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Code, Shareholders and persons with
information rights may request a hard copy of this Announcement by contacting
SPARK Advisory Partners Limited on +44 (0) 20 3368 3550. Calls are charged at
the standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. For
persons who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be sent unless
so requested. Such persons may, subject to applicable securities laws, also
request that all future documents, announcements and information be sent to
them in relation to the Offer in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7
of MAR. Market soundings (as defined in MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in MAR) as permitted by MAR. This inside information
is set out in this Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of such inside
information relating to Inspired and its securities.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the
10th business day (as defined in the Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) 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
per cent. 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(s), 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 p.m. (London time) on the business day (as defined
in the Code) 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 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.

 

Appendix I

DEFINITIONS

The following definitions apply throughout this Announcement, unless the
context otherwise requires:

 Acceleration Statement          a statement in which Regent in accordance with Rule 31.5 of the Code, brings
                                 forward the latest date by which the Acceptance Condition must be satisfied or
                                 waived
 Acceptance Condition            the condition set out in Part A of Appendix II
 AIM                             the AIM Market operated by the London Stock Exchange
 AIM Rules                       the AIM Rules for Companies published by the London Stock Exchange, as amended
                                 from time to time
 Announcement                    this announcement of the Offer made pursuant to Rule 2.7 of the Code
 Board                           Inspired's board of directors
 Business Day                    a day (other than a Saturday, Sunday, public holiday or bank holiday) on which
                                 banks are generally open for business in London, United Kingdom
 Cash Consideration              68.5 pence in cash for each Inspired Share
 Closing Price                   the closing middle market quotation of an Inspired Share derived from the AIM
                                 Appendix to the Daily Official List of the London Stock Exchange on that day
 Code                            the City Code on Takeovers and Mergers
 Companies Act                   the Companies Act 2006, as amended
 Court                           the High Court of Justice in England and Wales
 CREST                           the relevant system (as defined in the Uncertificated Securities Regulations
                                 2001 (SI 2001/3755) (and with respect to the United Kingdom, as it forms part
                                 of domestic law in the United Kingdom by virtue of the European Union
                                 (Withdrawal) Act 2018)), in respect of which Euroclear UK & International
                                 Limited is the Operator (as defined in the Regulations)
 Daily Official List             the Daily Official List of the London Stock Exchange

 Dealing Disclosure              has the same meaning as in Rule 8 of the Code
 Effective                       means: (i) if the Offer is implemented by way of a contractual offer, the
                                 Offer having been declared or become unconditional in all respects in
                                 accordance with the requirements of the Code or (ii) if the Offer is
                                 implemented by way of a scheme of arrangement, such scheme having become
                                 effective in accordance with its terms, upon the delivery of a court order to
                                 the Registrar of Companies;
 Effective Date                  the date on which the Offer becomes Effective
 FCA                             the UK Financial Conduct Authority or its successor from time to time
 First Closing Date              1.00 pm on the 21st day after the date of publication of the Offer Document or
                                 (if that day is a Saturday, Sunday or a public holiday) on the next succeeding
                                 business day
 Form of Acceptance              the form of acceptance relating to the Offer which, where appropriate, will
                                 accompany the Offer Document
 FSMA                            the Financial Services and Markets Act 2000, as amended
                                 Inspired and its subsidiaries and subsidiary undertakings;

 Inspired Group
 Inspired Shares                 ordinary shares of nominal value £0.0125 each in the capital of Inspired
 Inspired Warrants               warrants to subscribe for Inspired Shares
 Latest Practicable Date         17 April 2025, being the last Business Day prior to the date of this
                                 Announcement
 London Stock Exchange           London Stock Exchange plc, a public limited company incorporated in England
                                 and Wales with company number 02075721

 MAR                             Regulation (EU) No 596/2014 of the European Parliament and the Council of 16
                                 April 2014 (and with respect to the United Kingdom, as it forms part of
                                 domestic law in the United Kingdom by virtue of the European Union
                                 (Withdrawal) Act 2018)
 Offer                           the all-cash offer by Regent for the entire issued and to be issued share
                                 capital of Inspired, to be implemented by way of the Offer as described in
                                 this Announcement (or should Regent  so elect and subject to the Panel's
                                 consent by means of a scheme of arrangement)
 Offer Document                  the document to be sent to Shareholders which will contain, among other
                                 things, the terms and conditions of the Offer
 Offer Period                    the offer period (as defined by the Code) relating to Inspired, which
                                 commenced on the date of this Announcement and ending on the earlier of the
                                 date on which the Offer becomes Effective and/or the date on which the Offer
                                 lapses or is withdrawn (or such other date as the Panel may decide)
 Opening Position Disclosure     has the same meaning as in Rule 8 of the Code
 Panel                           the UK Panel on Takeovers and Mergers
 Regent                          Regent Acquisitions 2025 Limited, a wholly owned subsidiary of Regent
                                 International Holdings Limited
 Registrar of Companies          the Registrar of Companies in England and Wales
 Regulatory Information Service  a service approved by the London Stock Exchange for the distribution to the
                                 public of announcements and included within the list maintained on the London
                                 Stock Exchange's website
 Restricted Jurisdiction         any jurisdiction where local laws or regulations may result in a significant
                                 risk of civil, regulatory or criminal exposure if information concerning the
                                 Offer is sent or made available to Inspired Shareholders in that jurisdiction
 Shareholders                    holders of Inspired Shares
 significant interest            a direct or indirect interest in 20 per cent. or more of the total voting
                                 rights conferred by the equity share capital (as defined in section 548 of the
                                 Companies Act)

 Third Party                     any relevant government or governmental, quasi-governmental, supranational,
                                 statutory, regulatory, environmental or investigative body, authority, court,
                                 trade agency, association, institution, any entity owned or controlled by any
                                 relevant government or state, or any other body or person whatsoever in any
                                 jurisdiction, but excluding any antitrust or merger control authority
 UK or United Kingdom            the United Kingdom of Great Britain and Northern Ireland
 U.S. or United States           the United States of America, its territories and possessions (including
                                 Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
                                 the Northern Mariana Islands), any state of the United States of America and
                                 the District of Columbia
 U.S. Exchange Act               the U.S. Securities Exchange Act of 1934, as amended
 Wider Regent Group              Regent International Holdings Limited and its subsidiary undertakings,
                                 associated undertakings and any other undertaking in which Regent
                                 International Holdings Limited and/or such undertakings (aggregating their
                                 interests) have a significant interest (excluding for the avoidance of doubt
                                 Inspired;

All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are
to the lawful currency of the United Kingdom.

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, amended, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

All the times referred to in this Announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

All references to "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given to them in the
Companies Act.

APPENDIX II

ACCEPTANCE CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by Regent, will comply with the Takeover Code,
the AIM Rules and all applicable rules and regulations of the FCA, will be
governed by English law and will be subject to the jurisdiction of the Courts
of England.

In addition, the Offer will be subject to the terms to be set out in the Offer
Document and (in the case of Inspired Shares in certificated form) the Form of
Acceptance.

PART A : ACCEPTANCE CONDITION

Acceptance Condition

The Offer is conditional upon valid acceptances of the Offer having been
received (and not validly withdrawn in accordance with the rules and
requirements of the Code and the terms of the Offer) by no later than 1.00pm
(London time) on the First Closing Date (or such later times and/or dates as
Regent may specify, subject to the rules of the Code and where applicable with
the consent of the Panel) in respect of such number of Inspired Shares which,
when aggregated with the Inspired Shares held by Regent, or any person acting
in concert with Regent, at the date of the Offer and any Inspired Shares
acquired or agreed to be acquired by Regent, or any person acting in concert
with Regent, on or after such date, carry more than 50 per cent. of the voting
rights then exercisable at a general meeting of Inspired, including for this
purpose any such voting rights attaching to Inspired Shares that are
unconditionally allotted but not issued before the Offer becomes or is
declared unconditional whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise. For the purpose of this
condition, Inspired Shares which have been unconditionally allotted shall be
deemed to carry the voting rights they will carry upon being entered into the
register of members of Inspired.

PART B: CERTAIN FURTHER TERMS OF THE OFFER

The Acceptance Condition cannot be waived. The Offer will therefore be subject
to the satisfaction of the Acceptance Condition, to the further terms set out
in this Part B, and full terms which will be set out in the Offer Document and
(for Inspired Shares held in certificated form), the Form of Acceptance. Under
Rule 13.5(a) of the Code, Regent may not invoke a condition to the Offer so as
to cause the Offer not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the condition are of
material significance to Regent in the context of the Offer. The Acceptance
Condition is not subject to Rule 13.5(a) of the Code.

 Inspired Shares will be acquired by Regent fully paid and free from all
liens, equitable interests, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them
including voting rights and entitlement to all dividends and other
distributions announced, declared, made or paid, or any return of capital
(whether by way of reduction of share capital, repurchase or redemption or
otherwise) made on or after the date of this Announcement.

If any dividend or other distribution or return of value is proposed,
declared, made, paid or becomes payable by Inspired in respect of an Inspired
Share on or after the date of this announcement, Regent will have the right to
reduce the value of the consideration payable for each Inspired Share by up to
the amount per Inspired Share of such dividend, distribution or return of
value except where the Inspired Share is or will be acquired pursuant to the
Offer on a basis which entitles Regent to receive the dividend, distribution
or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after
the date of this announcement and Regent exercises its rights described above,
any reference in this announcement to the consideration payable under the
Offer shall be deemed to be a reference to the consideration as so reduced.
Any exercise by Regent of its rights referred to in this Section shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the Offer.

The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

The Offer will be governed by English law and be subject to the jurisdiction
of the English courts, to the Acceptance Condition and further terms set out
in this announcement and in the formal Offer Document and (for Inspired Shares
held in certificated form) the Form of Acceptance. The Offer will comply with
the applicable rules and regulations of the AIM Rules and the Code.

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