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EGM - Withdrawal of Final Dividend

Company: Inspired PLC Date: 2025-06-26 Language: English Register to download
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RNS Number : 5300O

Inspired PLC

26 June 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 OR REGULATIONS OF SUCH JURISDICTION.

THE OFFER WILL BE MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE ACT OF 1934, AS AMENDED (THE "US EXCHANGE ACT"). BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE INSPIRED SHARES OUTSIDE THE OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.

FOR IMMEDIATE RELEASE

26 June 2025

Withdrawal of Final Dividend

Earlier today, the boards of directors of Inspired PLC and Intrepid Bidco Limited announced that they had reached agreement on the terms and conditions of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Inspired at an Offer Price of 81 pence in cash per Inspired Share (the "Rule 2.7 Announcement"). 

Capitalised terms defined in the Rule 2.7 Announcement shall have the same meanings when used in this announcement.

Pursuant to the agreed terms of the Offer, if, on or after the date of the Rule 2.7 Announcement, any dividend and/or other distribution and/or return of capital is declared, made or paid or becomes payable in respect of the Inspired Shares, Bidco reserves the right to reduce the Cash Consideration payable under the terms of the Offer for the Inspired Shares by an amount up to the amount of such dividend and/or other distribution and/or return of capital, in which case any reference in the Rule 2.7 Announcement or the Offer Document to the Cash Consideration payable under the terms of the Offer will be deemed to be a reference to the Cash Consideration as so reduced. In such circumstances, the relevant Inspired Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or return of capital.

Bidco has indicated that it would exercise this right to reduce the Cash Consideration payable under the terms of the Offer by the amount of the final dividend for the year ended 31 December 2024 of 1 pence per Inspired Share recommended by the Inspired Directors on 31 March 2025 (the "Final Dividend"), if approved by Inspired Shareholders at the Company's Annual General Meeting ("AGM") which is due to be held tomorrow.

Accordingly the Inspired Directors have withdrawn their recommendation of the Final Dividend and Resolution 2 as set out in the notice of AGM sent to Inspired Shareholders on 31 March 2025 (the "Notice of AGM") will also be withdrawn.

The withdrawal of Resolution 2 does not affect the validity of the Notice of AGM, the proxy form or any proxy votes already submitted in respect of the remaining resolutions to be proposed at the AGM. The numbering of all other proposed resolutions at the AGM remains unchanged.

The AGM is being held at 10.00 a.m.  on 27 June 2025 at the offices of Gateley LLP, Ship Canal House, 98 King Street, Manchester, M2 4WU and the results of the voting on the Resolutions set out in the Notice of AGM (other than Resolution 2) will be announced following the conclusion of the meeting.

|     |     |
| --- | --- |
| Enquiries: |     |
| Inspired PLC | Tel: +44 (0)1772 689 250 |
| Mark Dickinson, CEO |     |
| Paul Connor, CFO |     |
| Evercore (financial adviser to Inspired) | Tel: +44 (0)20 7653 6000 |
| Ed Banks / Wladimir Wallaert / Alex Bennett |     |
| Dimi Georgiou / Nirav Amlani |     |
| Shore Capital (nominated adviser and joint corporate broker to Inspired) | Tel: +44 (0) 20 7408 4090 |
| Patrick Castle |     |
| James Thomas |     |
| Sophie Collins |     |
| Panmure Liberum (joint corporate broker to Inspired) | Tel: +44 (0) 20 3100 2000 |
| Edward Mansfield |     |
| Satbir Kler |     |
| Joshua Borlant |     |
| Alma Strategic Communications (PR adviser to Inspired) | Tel: +44 (0) 20 7710 7600 |
| Justine James |     |
| Hannah Campbell |     |
| Will Ellis Hancock |     |

Further information

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Inspired and no one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Inspired for providing the protections afforded to clients of Evercore nor for providing advice in connection with the Offer, the content of this Announcement or any matter referred to herein. Neither Evercore 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 Evercore 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 Evercore 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 Evercore 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 Inspired or the matters described in this document. To the fullest extent permitted by applicable law, Evercore 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.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Inspired and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Inspired for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the acquisition of Inspired or any other matters referred to in this announcement. Neither Shore Capital 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 Shore Capital in connection with this announcement, any statement contained in this announcement, the acquisition of Inspired or otherwise. No representation or warranty, express or implied, is made by Shore Capital as to the contents of this announcement.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker exclusively for Inspired and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Inspired for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the acquisition of Inspired or any other matters referred to in this announcement. Neither Panmure Liberum 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 Panmure Liberum in connection with this announcement, any statement contained in this announcement, the acquisition of Inspired or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this announcement.

This announcement is for information purposes only and is not intended to, and does not constitute or form part of any offer or invitation to purchase, or the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, 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 made solely by the Offer Document, when issued, which (together with the Form of Acceptance in relation to Inspired Shares held in certificated form) will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

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) 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. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

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).

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](http://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.

Rule 26.1 disclosure

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.HGGC.com/announcement](http://www.HGGC.com/announcement)  and at  [https://inspiredplc.co.uk/investors/](https://inspiredplc.co.uk/investors/)  by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [rns@lseg.com](mailto:rns@lseg.com) or visit [www.rns.com](http://www.rns.com/).  

  

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