8 May 2025

ALL CASH OFFER

FOR

INSPIRED PLC

BY

REGENT ACQUISITIONS 2025 LIMITED

POSTING OF OFFER DOCUMENT

Introduction

On 22 April 2025, Regent Acquisitions 2025 Limited ("Regent") announced the terms of a cash offer to be made by Regent pursuant to which it would acquire the entire issued and to be issued share capital of Inspired PLC ("Inspired") not already owned or controlled by a member of the Wider Regent Group (the "Offer").

Regent Gas Holdings Limited, a member of the Wider Regent Group, currently holds approximately 29.36 per cent. of the issued ordinary shares of Inspired. 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 with the Inspired Board.

Regent is now pleased to announce that the Offer Document, which contains the full terms and conditions of the Offer and the procedures for acceptance, has been published and sent to Inspired Shareholders and persons with information rights, together with the related Form of Acceptance.

The Offer Document will be available up to and including the end of the Offer on Regent's website at https://www.regentacquisitions2025.co.uk/  by no later than 12 noon on the Business Day following the date of the Offer Document.

Under the terms of the Offer, which is subject to the terms and conditions set out in the Offer Document and, in respect of Inspired Shares held in certificated form, the Form of Acceptance, Inspired Shareholders (other than Regent) shall be entitled to receive for each Inspired Share:

68.5 pence in cash

The Offer values Inspired's entire issued share capital at approximately £109.36 million on the basis of there being 159,649,070 Inspired Shares in issue as at 6 May 2025, being 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 the Wider Regent Group 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 17 April 2025, being the last Business Day prior to the commencement of the Offer Period; and

·          17.4 per cent. to the volume-weighted average price per Inspired Share of 58.3 pence for the last six months to 17 April 2025, being the last Business Day prior to the commencement of the Offer Period.

Action to be taken and Procedures for Acceptance

Your attention is drawn to the letter from Regent set out in Part 1 of the Offer Document, together with Part 3 of Appendix 1 of the Offer Document and the Form of Acceptance. The procedure for acceptance of the Offer is set out in Part 3 and Part 4 of Appendix 1 of the Offer Document and, if you hold your Inspired Shares in certificated form, in the Form of Acceptance. Part 3 of Appendix 1 of the Offer Document and the Form of Acceptance contain material information which may not be summarised elsewhere in the Offer Document.

The Offer will remain open for acceptance until 1:00 p.m. on 6 July 2025, being the Unconditional Date. The Unconditional Date may be brought forward by Regent publishing an Acceleration Statement in accordance with the requirements of the Code and as further described in section 1 of Part 2 of Appendix 1 of the Offer Document.

Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to the action you should take, you should seek your own independent financial advice.

Inspired Shareholders who hold their Inspired Shares in certificated form should read the section entitled "Part 3: Form of Acceptance" of Appendix 1 of the Offer Document together with the Form of Acceptance. The instructions on the Form of Acceptance are deemed to form part of the terms of the Offer.

Inspired Shareholders who hold their Inspired Shares in uncertificated form (i.e. in CREST) should read the section entitled "Part 4: Electronic Acceptance" of Appendix 1 of the Offer Document.

If you hold Inspired Shares in both certificated and uncertificated form, you should complete a Form of Acceptance for the shares held in certificated form in accordance with Part 3 of Appendix 1 of the Offer Document and the Inspired Shares held in uncertificated form should be dealt with in accordance with Part 4 of Appendix 1 of the Offer Document.

Proposals made to those eligible under Rule 15 of the Code shall be made available at a later date.

Capitalised terms used but not defined in this announcement shall have the same meaning as set out in the Offer Document.

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

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.