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
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 |
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 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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.