REPLACEMENT: RULE 2.7 ANNOUNCEMENT

The following amendments have been made to the 'Rule 2.7 Announcement' released on 22 April 2025 at 13:32 under RNS No 7141F

·      The Acceptance Condition defined Part A of Appendix II has been replaced such that 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 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) (the "Acceptance Condition"). A definition of the Unconditional Date has been included which shall be Day 60 or such earlier date as may be specified by Regent in the Offer Document or any acceleration statement unless, where permitted, it has set aside that statement.

·      The final sub-paragraph of paragraph 2 has been replaced by the following: "Regent remains supportive of Inspired's listing and it is Regent's intention that the Company continues to trade on AIM. The Regent Directors believe that most potential alternative offerors for the Company would wish to delist the Company from trading on AIM. In order to do so, the Company must obtain shareholder approval which requires a resolution to be passed at a general meeting. Under AIM Rule 41, the resolution must be approved by at least 75% of the votes cast by shareholders present in person or by proxy at the meeting. Shareholders should be aware that, without Regent's support in respect of any such resolution, no such resolution to delist the Company would be successful. In Regent's view, this significantly reduces the likelihood of an alternative offer being made".

·      Regent cannot seek to implement the Offer by way of a scheme of arrangement, and the following statement has therefore been removed from paragraph 1: "(although Regent reserves the right to elect to implement the Offer by means of a Scheme of Arrangement (subject to Panel consent)" and references to a scheme have been deleted from the definitions of "Effective" and "Offer".

·      A Long Stop Date was omitted from the previous announcement and has now been included as follows: A Long Stop Date of 23 July 2025, or such later date as the Panel may allow has been included, such that save as may otherwise be required by the Panel, the Offer shall not proceed, shall lapse or shall be withdrawn on the Long Stop Date if sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied. References to a First Closing Date have been removed.

The full amended text is shown below.

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:

·      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.

·      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 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) (the "Acceptance Condition").

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. The Regent Directors believe that most potential alternative offerors for the Company would wish to delist the Company from trading on AIM. In order to do so, the Company must obtain shareholder approval which requires a resolution to be passed at a general meeting. Under AIM Rule 41, the resolution must be approved by at least 75% of the votes cast by shareholders present in person or by proxy at the meeting. Shareholders should be aware that, without Regent's support in respect of any such resolution, no such resolution to delist the Company would 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:

·      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:

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 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:

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 will be conditional on, among other things, 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) (the "Acceptance Condition").

Unless the Panel agrees otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions have been satisfied or, if applicable, waived. For the purposes of this Condition:

1.1 Inspired Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription, option or conversion rights or otherwise, shall be deemed to carry voting rights they will carry upon issue;

1.2 valid acceptances shall be deemed to have been received in respect of:

1.2.1 all Inspired Shares already held by Regent or any of the other wholly owned subsidiaries of Regent International Holdings Limited as at the date of the Offer (if any); and

1.2.2 all Inspired Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Regent by virtue of acceptances of the Offer or otherwise; and

1.3 all percentages of voting rights and share capital are to be calculated by reference to the percentage held in issue excluding any and all shares held as treasury shares by Inspired from time to time.

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.

Save as may otherwise be required by the Panel, the Offer shall not proceed, shall lapse or shall be withdrawn on the Long Stop Date if sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied.

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.