REG - Regent Acqstns. 2025 Inspired PLC - Lapse of Offer

InspiredAnnouncement

08/08/2025 14:45

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RNS Number : 6603U  Regent Acquisitions 2025 Limited  08 August 2025

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.

8 August 2025

ALL CASH OFFER

for

INSPIRED PLC

by

REGENT ACQUISITIONS 2025 LIMITED

Lapse of Offer

On 25 July 2025, Regent Acquisitions 2025 Limited ("Regent") announced that,
in the event the Acceptance Condition pursuant to the Regent Offer is not
satisfied by 1.00 p.m. (London time) on 8 August 2025 (the "Relevant Date"),
Regent intends to invoke the Acceptance Condition so as to cause the Regent
Offer to lapse.

Level of Acceptance

In accordance with Rule 17 of the Code, Regent announces that, as at 1.00 p.m.
(London time) on 8 August 2025, being the Relevant Date, valid acceptances of
the Regent Offer ("Valid Acceptances") had been received in respect of a total
of 266,664 Inspired Shares, representing approximately, 0.17% 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 47,132,374 Inspired Shares, representing
approximately 29.52 per cent. of the issued share capital of Inspired.

Therefore, as at 1:00 p.m. (London time) on 8 August 2025, Regent may count
47,132,374 Inspired Shares (representing approximately 29.52 per cent. of the
issued share capital of Inspired) towards the satisfaction of the Acceptance
Condition to the Regent Offer (as set out in Appendix 1 of the Offer
Document).

Accordingly, as a consequence of the Acceptance Condition not being met, the
Regent Offer has therefore lapsed and the Offer Period in respect of the
Regent Offer for the purposes of the Code has now ended.

Conditional Letter of Intent

On 25 July 2025, Regent also announced that it had submitted a conditional
letter of intent to the Board of Inspired PLC ("Inspired" or the "Company")
and HGGC/Intrepid Bidco confirming that, in the event  the Regent Offer
lapses on 8 August 2025, it intended to accept the Intrepid Bidco Offer.

As the Regent Offer has lapsed, Regent can now confirm unconditionally that it
intends to accept the Intrepid Bidco Offer in respect of the 46,865,710
Inspired Shares (representing approximately 29.36% of the issued share capital
of Inspired) currently held by the Wider Regent Group and to accept the
proposals made on 11 July 2025 by Intrepid Bidco under Rule 15 of the Code in
respect of the 20,000,000 Inspired Warrants and the 2,500,000 Inspired CLNs
held by the Wider Regent Group.

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

Further Information

As the Regent Offer has now lapsed, it is no longer open to acceptances and
any accepting Inspired Shareholders cease to be bound by their Valid
Acceptances.

In the case of Inspired Shares held in certificated form, the form(s) of
acceptance sent to Neville Registrars Limited, the Receiving Agent
("Neville"), to accept the offer (the "Form(s) of Acceptance"), share
certificate(s) and/or other document(s) of title will be returned by post (or
such other method as may be approved by the Panel) within 14 days of the
Regent Offer lapsing, to the person or agent whose name and address (outside
any Restricted Jurisdiction) is set out in the Form(s) of Acceptance or, if
none is set out, to the first-named or sole holder at his/her registered
address (provided that no such documents will be sent to an address in a
Restricted Jurisdiction).

In the case of Inspired Shares held in uncertificated form, Neville, will,
immediately (or within such longer period, not exceeding 14 days after the
lapsing of the Regent Offer, as the Panel may approve), give instructions
to Euroclear to transfer all relevant Inspired Shares held in escrow
balances in CREST and in relation to which it is the receiving agent for the
purposes of the Regent Offer to the original available balances of the
Inspired Shareholders concerned.

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.

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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