REG - Regent Acqstns. 2025 Inspired PLC - Acceptance Level Update

InspiredAnnouncement

Wed 16:45

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RNS Number : 4796L  Regent Acquisitions 2025 Limited  04 June 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 THAT JURISDICTION.

4 June 2025

ALL CASH OFFER

for

INSPIRED PLC

by

REGENT ACQUISITIONS 2025 LIMITED

ACCEPTANCE LEVEL UPDATE

Introduction

On 22 April 2025, Regent Acquisitions 2025 Limited announced the terms of a
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 (the
"Offer"). In addition, on 7 May 2025, Regent announced that the Offer Document
containing, amongst other things, the full terms of the Offer and the
procedures for acceptance (the "Offer Document"), had been published and made
available to Inspired Shareholders and persons with information rights,
together with (for those Inspired Shareholders who hold their Inspired Shares
in certificated form) the related Form of Acceptance.

This announcement should be read in conjunction with the full text of the
Offer Document. Terms used but not defined in this announcement have the same
meaning given to them in the Offer Document.

Acceptance level update

In accordance with Rule 17 of the Code, Regent announces that, as at 1.00 p.m.
(London time) today, valid acceptances of the Offer ("Valid Acceptances") had
been received in respect of a total of 172,498 Inspired Shares, representing
approximately, 0.11% of the issued share capital of Inspired.

Taking into account these Valid Acceptances with the existing holding of
46,865,710 Inspired Shares, were the Offer to become unconditional the Wider
Regent Group would hold in aggregate 47,038,208 Inspired Shares, representing
approximately 29.46% of the issued share capital of Inspired.

So far as Regent is aware, none of these acceptances have been received from
persons acting in concert with Regent. No Inspired Shares are subject to an
irrevocable commitment or a letter of intent procured by Regent or any person
acting in concert with Regent.

Inspired Shareholders are reminded that the Offer is conditional upon Valid
Acceptances being received (and not validly withdrawn) by not later than 1.00
p.m. (London time) on the Unconditional Date (or such later time(s) and/or
date(s) as Regent may, with the consent of the Panel, decide) in respect of
such number of Inspired  Shares as shall, when aggregated with any Inspired
Shares acquired or unconditionally agreed to be acquired (whether by Regent or
any of the other wholly owned subsidiaries of Regent International Holdings
Limited, and whether pursuant to the Offer or otherwise), represent Inspired
Shares carrying in aggregate more than 50% of the voting rights then normally
exercisable at a general meeting of Inspired Shareholders).

Interests in securities

As at 1.00 p.m. (London time) today, the interests in, or rights to subscribe
in respect of, relevant Inspired securities (including Valid Acceptances) held
by Regent, the Wider Regent Group and by deemed concert parties of Regent
were:

 

 Name                         Nature of Interest             Number of Inspired Shares  Percentage of Inspired's share capital
 Regent Gas Holdings Limited  Ownership of Inspired Shares   46,865,710                 29.36

 Regent Gas Holdings Limited  Warrants over Inspired Shares  If exercised, 20,000,000   n/a

 Regent Gas Holdings Limited  CLNs                           If converted, 2,500,000    n/a

 

Except for these interests, as at 1.00 p.m. (London time) today, neither
Regent, the Wider Regent Group nor any of their directors, nor, so far as
Regent is aware, any person acting in concert (within the meaning of the Code)
with Regent:

·    has any interest in, or right to subscribe for, any Inspired Shares;

·    has any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of, Inspired Shares;

·    has procured an irrevocable commitment or letter of intent to accept
the terms of the Offer in respect of the relevant securities of Inspired; nor

·    has borrowed or lent any Inspired Shares.

The Offer remains subject to the terms and conditions set out in the Offer
Document.

The procedure for acceptance of the Offer is set out in paragraph 14 of Part 1
of the Offer Document and, in respect of Inspired Shares held in certificated
form, in the Form of Acceptance. To accept the Offer in respect of Inspired
Shares held in certificated form, you must complete and return the Form of
Acceptance as soon as possible and, in any event, so as to be received by
Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62
8HD by no later than 1.00 p.m. (London time) on the Unconditional Date (unless
the Unconditional Date is brought forward by Regent publishing an Acceleration
Statement in accordance with the requirements of the Code and as further
described in paragraph 1(B) of Part 2 of Appendix 1). Acceptances in respect
of Inspired Shares held in uncertificated form should be made electronically
through CREST so that the TTE instruction settles no later than 1.00 p.m.
(London time) on the Unconditional Date. If the Offer becomes or is declared
Unconditional, Regent will keep the Offer open for acceptances for at least 14
days following the Unconditional Date.

Inspired Shareholders who have not yet accepted the Offer are encouraged to
review the Offer Document carefully and to seek independent financial advice.
Full details of how to accept the Offer are set out in the Offer Document.

A copy of the Offer Document and the Form of Acceptance is available on
Regent's website at https://www.regentacquisitions2025.co.uk/
(https://www.regentacquisitions2025.co.uk/)

Enquiries:

Regent Acquisitions 2025 Limited

Deep Valecha

Trevor Mitchell

 

+44 (0) 20 8896 6000

 

SPARK Advisory Partners Limited (Financial Adviser to Regent)

Matt Davis

James Keeshan

Angus Campbell

 

+44 (0) 20 3368 3550

 

Disclaimer

SPARK Advisory Partners Limited ("Spark"), which is authorised and regulated
by the Financial Conduct Authority ("FCA") in the UK, is acting exclusively 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 afforded to clients of Spark nor for
providing advice in connection with the matters referred to herein. Neither
Spark 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 Spark 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 Spark 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 Spark 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 Regent or the
matters described in this document. To the fullest extent permitted by
applicable law, Spark 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  www.regentacquisitions2025.co.uk
(http://www.regentacquisitions2025.co.uk/)  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.

 

 

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