REG - Regent Acqstns. 2025 Inspired PLC - Response to Announcement by Inspired PLC

InspiredAnnouncement

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RNS Number : 5122G  Regent Acquisitions 2025 Limited  29 April 2025

 

 

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

 

29 April 2025

 

 

Regent Acquisitions 2025 Limited

("Regent")

 

Response to announcement by Inspired PLC on 23 April 2025

 

Regent notes the announcements made by Inspired PLC ("Inspired") on 23 April
2025 and wishes to inform Inspired Shareholders of the following matters.

 

The Offer Price

 

The Regent Directors believe it is important for Inspired Shareholders to be
aware that, whilst the Offer Price represents a 12.3 per cent. premium to the
Closing Price on the last Business Day prior to the commencement of the Offer
Period, it represents a:

 

·    71.3 per cent. to the price per Inspired Share of 40.0 pence, being
the price at which Inspired undertook its highly diluted £21.25 million
placing (before fees and expenses) on 8 January 2025 which the Inspired Board
stated was fair and reasonable as far as all Inspired shareholders were
concerned; and

 

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

 

The Regent Directors also believe it is important for Inspired Shareholders to
be aware that:

 

·    the Closing Price on the last Business Day prior to the commencement
of the Offer Period reflects in large part the Wider Regent Group's purchase
of 19,597,000 Inspired Shares between 20 January 2025 to 28 February 2025,
which represented over half of the published trading volume of Inspired Shares
in that period ((1)). The Regent Directors strongly believe that without such
purchases and the Offer, Inspired's prevailing share price would be materially
below the Offer Price of 68.5p; and

 

·    the Inspired Board has not provided any updated guidance on earnings
nor any other information as to why it now considers an Offer Price (which
represents a 71.3 per cent. premium to the price at which Inspired Shares were
issued in the December 2024 Fundraise) to "fundamentally undervalue Inspired".

 

Background to the Offer by Regent

 

The current Board of Inspired has presided over a strategy that has in the
period from 31 December 2019 to 31 December 2024 delivered:

 

·    a rise in net debt from £33.4m to £59.2m((2));

 

·    a share price which has fallen 77.2 per cent. from 182.0p to
41.5p((3)); and

 

·    a real terms cut in dividends of 62.3 per cent. from 6.50p in 2018*
to 2.45p((4)).

 

In addition, this strategy also delivered:

 

·    a loss after tax in 2023 of £7.16m((5)); and

 

·    an increase in aggregated Directors' remuneration from £907,000 in
2019 to £2,362,000 in 2023((6)).

 

The Regent Directors believe the Board has a focus on Adjusted EBITDA which
forms part of the basis for their compensation rather than basic EPS and cash
generation, which in Regent's opinion, drives shareholder value.

 

Regent has discussed the need to focus on cash generation with the Board and
had hoped for a change of strategy following the December 2024 Fundraise.
Unfortunately, Regent has seen no evidence of such a change and has been
forced to act as it is concerned that shareholder value will be further
destroyed unless such matters are addressed by the Board of Inspired.

 

Choice of Inspired Shareholders

 

The Board of Regent reminds Inspired Shareholders that:

 

·    Inspired has a prominent position in the utility industry and with
the recent consultation being undertaken by Ofgem to increase oversight and
regulation of Third-Party Intermediaries (TPIs), the Regent Directors believe
that maintaining Inspired's listing on AIM will be a point of differentiation
from its competitors and a significant competitive advantage.

 

·    The Regent Directors believe Inspired Shareholders are unlikely to
achieve the Offer Price by selling their Inspired Shares in the market at or
above the Offer Price should the Offer lapse and the corresponding current bid
premium supporting the share price be reduced. The Offer provides those
Inspired Shareholders who want to exit for cash to do so at what Regent
believes to be a compelling price.

 

Enquiries:

 

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

 Deep Valecha

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

 Regent)

 Matt Davis

 James Keeshan

 Angus Campbell

Sources

 

(1)   - total share volume traded between 20 January 2025 and 28 February
2025 was 37,243,881 shares and is derived from FactSet.

(2)   - Inspired PLC 2019 Annual Report and 2024 Annual Results.

(3)   - Share price performance between 31 December 2019 and 31 December
2024 is derived from FactSet.

(4)   - Dividend per share calculated using Inspired PLC's 2018 total
dividend of 0.65p per share, adjusted by Inspired's 10:1 share consolidation
completed on 3 July 2023. * - Note: Inspired's FY 2019 dividend was deferred
by the Board due to the Covid-19 pandemic.

(5)   - Inspired PLC's 2023 Annual Report.

(6)   - Aggregated Director remuneration derived from Inspired PLC's 2019
and 2023 Annual Reports.

 

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

 

Important Notices

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The release, publication
or distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Regent who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Regent who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as given to them in the announcement of a firm
intention to make an offer for Inspired plc released by Regent on 22 April
2025.

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.

 

 Additional information

 

 This announcement is not intended to, and does not, constitute an offer to
sell, or the solicitation of an offer to subscribe to buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

 

 The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law and
therefore persons into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law of any such
jurisdiction.

 

 

 

 

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