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/
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 Notes1 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)
Edward Mansfield
Satbir Kler
Joshua Borlant
|
+44 (0) 20 3100 2000
|
|
Alma Strategic Communications
|
+44 (0) 20 3405 0205
|
|
Justine James
Hannah Campbell
Will Ellis Hancock
|
+44 (0) 7525 324431
Inspired@almastrategic.com
|
|
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
Identification code
|
Ordinary shares of 0.125p each in
Inspired PLC
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
- 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
Identification code
|
Ordinary shares of £0.0125 each in
Inspired PLC
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
- 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
Identification code
|
Ordinary shares of £0.0125 each in
Inspired PLC
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
- 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
Identification code
|
Ordinary shares of £0.0125 each in
Inspired PLC
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
- 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
Identification code
|
Ordinary shares of £0.0125 each in
Inspired PLC
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
- 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
Identification code
|
Ordinary shares of £0.0125 each in
Inspired PLC
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
- 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
Identification code
|
Ordinary shares of £0.0125 each in
Inspired PLC
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
- 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.
