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. 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

26 June 2025

RECOMMENDED CASH OFFER

for

INSPIRED PLC

by

INTREPID BIDCO LIMITED

(a newly formed company indirectly wholly owned by funds managed and/or advised by HGGC, LLC and its affiliates)

1.         INTRODUCTION

The boards of directors of Bidco and Inspired are pleased to announce that they have agreed the terms of a recommended all cash offer to be made by Bidco for the entire issued and to be issued share capital of Inspired, other than any Inspired Shares already held by Bidco.

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Chapter 3 of Part 28 of the Companies Act (although Bidco reserves the right to effect the Offer by way of a Scheme, subject to the consent of the Panel).

2.         TERMS OF THE OFFER

Under the terms of the Offer, which will be on the terms and subject to the Conditions and further terms set out below and in Appendix 1 to this announcement, and to be set out in full in the Offer Document, Inspired Shareholders will be entitled to receive:

81 pence in cash for each Inspired Share held

The Offer Price represents a premium of approximately:

The Offer values the entire issued and to be issued share capital of Inspired at approximately £183.6 million on a fully diluted basis.

The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement, and to be set out in full in the Offer Document, including, amongst others, the Acceptance Condition. The Acceptance Condition has initially been set at the Initial Acceptance Level, which, in order to be satisfied, requires Bidco to have acquired or contracted to acquire whether by way of acceptance of the Offer or otherwise, Inspired Shares carrying in aggregate approximately 64.03 per cent. of the voting rights of Inspired Shares normally exercisable at a general meeting of the Company.

Inspired has Dilutive Securities in issue which collectively comprise rights over up to 68,931,748 Inspired Shares, equivalent to approximately 43 per cent. of its current issued share capital. The Initial Acceptance Level has been set at the level set out above in order to ensure that, upon the offer becoming or being declared unconditional, it is not possible for Bidco's shareholding in Inspired to subsequently be diluted to a level at which Bidco becomes interested in Inspired Shares carrying 50 per cent. or less of the voting rights normally exercisable at general meetings of the Company by virtue of the conversion or (as applicable) exercise of Dilutive Securities. 

In connection with the Offer, and in accordance with Rule 15 of the Takeover Code, Bidco will make appropriate Rule 15 Proposals to acquire the Dilutive Securities or the underlying Inspired Shares to which those Dilutive Securities relate. The Initial Acceptance Level takes into account the Dilutive Securities which are the subject of the irrevocable undertaking from Gresham House referred to in this announcement as if they have been accepted into such Rule 15 Proposals.

Pursuant to the Cooperation Agreement dated on or around the date of this announcement between Bidco and Inspired and as further described in this announcement, Bidco has agreed with Inspired to waive down the Initial Acceptance Level to take into account the number of Dilutive Securities which Bidco and anyone acting in concert with Bidco acquires or agrees to acquire whether by way of acceptance of a Rule 15 Proposal or otherwise, subject always to compliance with Rule 10 of the Takeover Code. Bidco will make announcements confirming the Revised Acceptance Level on each date on which Bidco is required to make an announcement pursuant to Rule 17.1 of the Takeover Code.

As noted above, in setting the Initial Acceptance Level, Bidco has taken into account the Dilutive Securities which are subject to the irrevocable undertaking from Gresham House.  As Gresham House is the largest shareholder of Inspired and holds a significant proportion of the Dilutive Securities, Bidco has set an Initial Acceptance Level that takes into account Gresham House's support for the Offer. Accordingly, the acceptances of the Rule 15 Proposals by Gresham House in accordance with its irrevocable undertaking will not result in a waiving down of the Initial Acceptance Level.

Bidco also reserves the right to waive down the Initial Acceptance Level or any Revised Acceptance Level at any time subject always to the requirements of the Takeover Code.  The Acceptance Condition itself cannot be waived.

In aggregate, Bidco has received indications of support to accept, or to procure the acceptance of, the Offer in respect of a total of 64,178,426 Inspired Shares (representing, in aggregate, approximately 40.2 per cent. of the Inspired Shares as at 25 June 2025, being the Business Day prior to the date of this announcement). These indications of support comprise (i) irrevocable undertakings from the Inspired Directors who hold Inspired Shares, Gresham House and Otus; and (ii) letters of intent from William Currie, Otus and Castlefield.

In addition, Bidco has received irrevocable undertakings from holders of 21,022,200 Inspired Warrants to accept the Rule 15 Proposal for the Inspired Warrants, from holders of £3,000,000 Inspired CLNs to accept the Rule 15 Proposal for the Inspired CLNs and from holders of Inspired Share Options over 2,311,174 Inspired Shares to accept the Rule 15 Proposal for the Inspired Share Options. Upon the fulfilment of these undertakings in respect of the Dilutive Securities to which they relate, Bidco will waive down the Initial Acceptance Level in accordance with the Cooperation Agreement to a level equal to approximately 61.48 per cent. of the voting rights of Inspired Shares normally exercisable at a general meeting of the Company. This will be announced by Bidco in accordance with Rule 17.2 of the Code.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

If, on or after the date of this 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 this announcement or in 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 Offer Price 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, if approved by Inspired Shareholders at Inspired's Annual General Meeting which is due to be held on 27 June 2025. Accordingly, the Inspired Directors intend to withdraw their recommendation of the final dividend.

The cash consideration payable to Inspired Shareholders under the terms of the Offer will be financed by equity funding to be invested indirectly by the HGGC Funds.

Rothschild & Co., as financial advisor to the HGGC Funds and Bidco, confirms that it is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to the Inspired Shareholders under the terms of the Offer.

3.         BACKGROUND TO AND REASONS FOR THE OFFER

Inspired is a leading UK-based energy and sustainability services provider, offering a suite of procurement, advisory, and technology solutions to industrial and commercial customers.

HGGC believes there is significant opportunity for Inspired to enhance its position in a sector that is experiencing growth and structural change. HGGC believes that the business benefits from:

While Inspired has made progress to date, HGGC believes that further strategic focus and investment will be needed to fully unlock its potential. HGGC believes that a majority-control ownership structure offers the most effective platform for this transformation given the ability to focus on long-term strategic goals and not be overly constrained by short-term considerations. For example, Inspired could make targeted investments and pursue mergers and acquisitions to better position itself to capture its growth opportunity.

Moreover, HGGC believes that given Inspired's diversification into Optimization Services and the volatility of phasing of revenue and profit, Inspired would benefit from operating as a private company, whether as a fully delisted company or as a listed company operated in a manner consistent with a private company optimizing for long-term value creation as opposed to short-term profit maximization.

Reflecting this focus on reinvestment and long-term value creation, if the Offer is declared unconditional, HGGC plans to suspend ordinary course dividend distributions in order to prioritise internal investment and growth initiatives, regardless of whether Inspired remains listed or becomes a private company.

HGGC would also utilise debt for additional capital and to optimise the financing structure. HGGC is confident in achieving a sustainable capital structure for Inspired, but the level of debt incurred is likely to be above what would be regarded as typical for a public company. Should Inspired remain listed following the Offer being declared unconditional, shareholders should take account of this.

4.         INSPIRED BOARD RECOMMENDATION

The Inspired Board, which has been so advised by Evercore as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its financial advice to the Inspired Board, Evercore has taken into account the commercial assessments of the Inspired Board. Evercore is providing independent financial advice to the Inspired Board for the purposes of Rule 3 of the Takeover Code.

Following careful consideration of the terms of the Offer, the directors of Inspired believe that the terms of the Offer are in the best interests of Inspired Shareholders as a whole and unanimously intend to recommend Inspired Shareholders to accept the Offer, as the Inspired Directors who hold Inspired Shares have irrevocably undertaken to do (or to procure to the fullest extent that they are able to be done) in respect of their own beneficial holdings of 2,473,623 Inspired Shares representing, in aggregate, approximately 1.55 per cent. of the share capital of Inspired in issue on 25 June 2025 (being the latest practicable date prior to the date of this Announcement). In addition, the Inspired Directors who hold (i) Inspired Warrants have irrevocably undertaken to sell, or procure the sale of, and not to exercise, 1,022,200 Inspired Warrants pursuant to the Rule 15 Proposal in respect of the Inspired Warrants; and (ii) Inspired Share Options have irrevocably undertaken to accept the Rule 15 Proposal in respect of 2,311,174 Inspired Share Options held by them.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.

5.         BACKGROUND TO AND REASONS FOR THE INSPIRED BOARD RECOMMENDATION

On 22 April 2025, Regent announced an unsolicited offer to acquire Inspired for 68.5 pence per Inspired Share, a premium of only 12 per cent. to the previous closing price. Regent announced their offer without having made any attempts to engage with the Inspired Board in advance.

The Inspired Board published its response to Regent's Offer on 21 May 2025 (the "Response Document"), which outlined its unanimous recommendation to Inspired Shareholders to reject Regent's Offer on the basis of the Board's belief that:

The Inspired Board also noted in the Response Document that the Board had during the course of 2024 received interest from a number of parties who made indicative proposals to acquire Inspired, but that Inspired was not in active discussions with any such parties.

The Inspired Board has not received any substantive engagement from Regent since the publication of the Response Document.

On 27 May, the Inspired Board and the Board of HGGC announced that they were in detailed discussions regarding a possible cash offer of 81 pence per Inspired Share, a superior proposal to the Regent's Offer. The Inspired Board indicated then that, should a firm offer be made on the financial terms proposed by HGGC and with an acceptance condition set at a level that would be capable of being satisfied without requiring Regent or any affiliated entity to accept the offer in respect of its existing interests in the Company's shares, it would be minded to recommend such an offer to Inspired Shareholders, subject to the agreement of the other terms of the offer. The Board of Inspired noted that it had considered, in particular, the potential effects of Regent's Offer on the Company's business and potential future market value.

The Inspired Board believes that the Offer represents the most attractive and deliverable proposal for Inspired and its shareholders.

In recommending the Offer, the Inspired Board has taken in to account a number of factors, including that:

In assessing the terms of the Offer, the Board also considered Regent's proposal to acquire a majority holding in Inspired and maintain its AIM listing, which the Inspired Board concluded, may not be in the best interest of Inspired Shareholders for a number of reasons, including (i) the material refinancing risk that a change of control in such circumstances could create; (ii) Regent's failure to articulate a growth strategy for the Company; (iii) the lack of clarity on governance; (iv) Regent's intentions to materially reduce Inspired's dividends; and (v) the reduced liquidity and risk of a sustained depressed share price. The Board also considered the impact that Regent's Offer has already had on key stakeholders in the business, including customers, suppliers and employees.

The structuring of the Offer as a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act 2006) with the Acceptance Condition subject to the Initial Acceptance Level set out in Part A of Appendix 1 but waivable down in accordance with the Cooperation Agreement as described in this announcement, provides certainty for shareholders that the Offer can proceed without requiring Regent or any of its affiliated entity to accept the Offer in respect of its existing interests in the Company's shares or a Rule 15 Proposal in respect of its holdings of Dilutive Securities.

The Inspired Directors have considered the interests of Inspired's employees, customers, suppliers, and wider stakeholders, as well as the interests of Inspired's Shareholders, in reaching their decision to recommend the Offer to Inspired Shareholders.

During the discussions between HGGC and Inspired, HGGC has articulated a strategy which builds on Inspired's long-term vision for future growth. The Inspired Board believes that HGGC will be a good custodian of the Company and that HGGC will help Inspired accelerate the Company's objectives and achieve its long-term potential.

The Inspired Board also notes that the Offer Price exceeds the exercise price of the Inspired Warrants of 80 pence per Inspired Share, thus providing value upside to such warrant holders.

6.         IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

As described above, Bidco has received indications of support to accept, or to procure the acceptance of, the Offer in respect of a total of 64,178,426 Inspired Shares (representing approximately 40.2 per cent. of the existing issued ordinary share capital of Inspired as at 25 June 2025, being the last Business Day before the date of this announcement).

Such indications of support include irrevocable undertakings from the Inspired Directors who hold Inspired Shares to accept, or to procure the acceptance of, the Offer in respect of, in aggregate, 2,473,623 Inspired Shares (representing approximately 1.55 per cent. of the existing issued ordinary share capital of Inspired as at 25 June 2025, being the last Business Day before the date of this announcement). In addition, the Inspired Directors who hold (i) Inspired Warrants have irrevocably undertaken to sell, or procure the sale of, and not to exercise, 1,022,200 Inspired Warrants pursuant to the Rule 15 Proposal in respect of the Inspired Warrants; and (ii) Inspired Share Options have irrevocably undertaken to accept the Rule 15 Proposal in respect of the 2,311,174 Inspired Share Options held by such Inspired Directors. These undertakings will remain binding in the event that a higher competing offer for Inspired is made.

Bidco has also received irrevocable undertakings from certain other Inspired Shareholders, being Gresham House and Otus, to accept, or to procure the acceptance of, the Offer in respect of, in aggregate, 53,902,693 Inspired Shares (representing approximately 33.76 per cent. of the existing issued ordinary share capital of Inspired as at 25 June 2025, being the last Business Day before the date of this announcement).

In addition, Bidco has received irrevocable undertakings from certain holders of the Inspired Warrants to sell, or procure the sale of, and not to exercise, in aggregate 20,000,000 Inspired Warrants pursuant to the Rule 15 Proposal in respect of the Inspired Warrants and Gresham House to redeem, or procure the redemption of, and not to convert, in aggregate £3,000,000 Inspired CLNs pursuant to the Rule 15 Proposal in respect of the Inspired CLNs.

Furthermore, Bidco has received letters of intent from William Currie, Otus and Castlefield to (i) accept, or procure the acceptance of, the Offer in respect of, in aggregate, 7,802,110 Inspired Shares (representing approximately 4.89 per cent. of the existing issued ordinary share capital of Inspired as at 25 June 2025, being the last Business Day before the date of this announcement); and (ii) in respect of William Currie and Castlefield, sell or procure the sale of, and not to exercise, in aggregate 4,319,244 Inspired Warrants pursuant to the Rule 15 Proposal in respect of the Inspired Warrants.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

7.         DIRECTORS, MANAGEMENT, EMPLOYEES, PENSIONS AND LOCATIONS

Strategic plans for Inspired

As set out in paragraph 3, Bidco believes that the Offer represents an attractive opportunity to support Inspired in the next phase of its growth. Prior to this Announcement, consistent with market practice, Bidco completed a period of due diligence on Inspired. However, Bidco has not yet had access to sufficiently detailed operational information to formulate a detailed strategic and operating plan for Inspired.

Following completion of the Offer, Bidco intends to work with Inspired's management team to complete and refine the go-forward strategic and operating plan for the Inspired Group. Bidco expects that this process will be completed within approximately six months from completion of the Offer.

Employees and management

Bidco values the skill and experience of Inspired's management and employees and recognises the important contribution that the management team and employees of Inspired have made to the success of the business. Except as set out in this Announcement, Bidco does not have any intention of making material changes to management's plans with respect to the conditions of employment or to the balance of the skills and functions of the Inspired Group's employees or management. Bidco confirms that it intends to fully safeguard the existing contractual and statutory employment rights of Inspired's employees, but may make strategic investments to bolster management team depth and make other changes to support the go-forward plan as it develops.

As noted above, Bidco intends to work with Inspired's management team to complete and refine the go-forward strategic and operating plan for the Inspired Group. While no decisions have yet been made by Bidco in relation to specific actions that may be taken following the completion of such plan, and no detailed discussions have yet been held between Bidco and Inspired's management in this regard, it is possible that the conclusions of the plan could result in a headcount reduction which may be material in the context of the total offeree headcount. 

In addition, should the Inspired Shares be de-listed and Inspired re-registered as a private limited company (as further described in paragraph 16 below), Bidco intends to reduce headcount in respect of certain corporate and support functions which are currently required to support Inspired's public listing. Any headcount reductions will be subject to any informing and consulting obligations and will be carried out in accordance with applicable law.  

It is intended that, upon completion of the Offer, each of Inspired's non-executive directors shall resign from his or her office as a director of Inspired. Bidco also intends to re-constitute the Inspired Board in a manner which is consistent with HGGC's standard practices, under which executive representation on the Board is typically limited to the Chief Executive Officer. Accordingly, it is intended that any other executives on the Inspired Board at completion of the Offer shall resign from his or her office as a director of Inspired.

Pension schemes

Bidco does not intend to make any material change to the conditions of employment or the defined contribution pension arrangements operated by the Inspired Group (including with regard to the employer contributions, the accrual of benefits for existing members and the admission of new members) following completion of the Offer.

Governance and management incentivisation arrangements

Following completion of the Offer, Bidco intends to review the management, governance and incentive structure of Inspired. Bidco intends to change the governance structure of Inspired to be more similar to a private company than its current governance structure. Bidco has not entered into, and has not had any discussions on the terms of, any form of incentivisation arrangement with members of Inspired's management, but will have such discussions for certain members of the Inspired management team following completion of the Offer. The nature of these discussions will depend on whether Inspired remains a listed public company following completion of the Offer.

Headquarters, Locations, Fixed Assets and Research & Development

Following Completion, Bidco intends that Inspired will continue to operate as a standalone business group. Bidco does not intend to make any material restructurings or changes in the location of Inspired's headquarters and headquarter functions (save for the potential reduction of PLC-related functions described above), and intends to maintain such headquarters in the UK.

Bidco has no intention to redeploy the fixed assets of Inspired.

Listing and trading facilities

Inspired Shares are currently traded on AIM and, as set out in paragraph 16 below, Bidco intends to seek the cancellation of the admission of Inspired Shares to trading on AIM shortly following the Offer becoming, or being declared, wholly unconditional and Bidco receiving acceptances of its Offer of greater than 75 per cent. of the Inspired Shares and steps will be taken by Bidco following completion of the Offer to re-register Inspired as a private company.

Should Bidco not receive sufficient acceptances to the Offer to proceed with procuring such application for the cancellation of the admission to trading of Inspired Shares on AIM, then Bidco currently intends for Inspired to remain a public company and for Inspired Shares to remain admitted to trading on AIM, but for Inspired to comply only with the minimum requirements prescribed by applicable laws for public companies with shares admitted to trading on AIM. As noted above, Bidco intends to amend the governance structure of Inspired to be more like a private company. As a consequence, Inspired does not intend to conduct earnings calls, provide any public disclosures or comply with any voluntary regimes, including without limitation the UK Corporate Governance Code, other than as required under applicable law.

As discussed further in paragraph 3, if the Offer is declared unconditional, HGGC plans to suspend ordinary course dividend distributions in order to prioritise internal investment and growth initiatives. This would be the case whether Inspired remains listed or becomes a private company.

HGGC would also utilise debt for additional capital and to optimise the financing structure. HGGC are confident in achieving a sustainable capital structure for Inspired, but the level of debt incurred is likely to be above what would be regarded as typical for a public company. Should Inspired remain listed following the Offer being declared unconditional, shareholders should take account of this.

None of the statements in this paragraph 7 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Views of the Inspired Board on Bidco's intentions for Inspired

The Inspired Board welcomes Bidco's confirmation that it values the skill and experience of Inspired's management and employees and the important contribution that they have made to the success of the business. The Inspired Board also notes that following completion of the Offer, Bidco intends to work with Inspired's management team to complete and refine the go-forward strategic and operating plan for the Inspired Group and that, while no decisions have yet been made, this could result in a headcount reduction which may be material in the context of the total offeree headcount. The Inspired Board welcomes Bidco's plans not to otherwise make material changes to management's plans with respect to the conditions of employment or to the balance of the skills and functions of the Inspired Group's employees or management. The Inspired Board further welcomes Bidco's intentions to fully safeguard the existing contractual and statutory employment rights of Inspired's employees and Bidco's intentions not to make any material change to the defined contribution pensions arrangements operated by the Company.

The Inspired Board notes that Bidco has not entered into any form of incentivisation arrangement with members of Inspired's management, but will have such discussions for certain members of the Inspired management team following completion of the Offer.

The Inspired Board is pleased that Bidco intends to retain Inspired's headquarters and headquarter functions (save for the potential reduction in PLC-related functions) and has no intention to redeploy the fixed assets of Inspired.

The Inspired Board notes Bidco's intention to seek the cancellation of the admission of Inspired Shares to trading on AIM and, in the event that it does not receive sufficient acceptances of the Offer to proceed with such a de-listing, to amend the governance structure of Inspired to be more like a private company and not comply with any voluntary regimes including the UK Corporate Governance Code, other than as required under applicable law. The Inspired Board also notes Bidco's intention to suspend ordinary course dividends in order to prioritise internal investment and growth initiatives, and to utilise debt for additional capital to optimise Inspired' financial structure. The Inspired Board believes that these changes may not be in the best interest of any Inspired Shareholders who do not accept the Offer and remain as shareholders in the Company after the Offer has become or been declared unconditional. The Inspired Board has taken this into account in its unanimous decision to recommend that Inspired Shareholders accept the Offer.

8.         INFORMATION RELATING TO 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. The company's services range from utility data management and procurement to consumption reduction and intelligent ESG strategies. Inspired operates through four divisions - Assurance, ESG, Optimisation and Software - providing an integrated suite of services to help clients reduce cost, consumption and carbon. Founded over two decades ago, Inspired now supports more than 3,500 customers, including some of the UK's leading corporates, in navigating the energy transition and delivering on their net-zero ambitions.

9.         INFORMATION RELATING TO BIDCO AND HGGC

Bidco is a newly incorporated entity indirectly owned by the HGGC Funds. Bidco is incorporated under the laws of England and Wales and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer.

HGGC is a values-driven, partnership-focused private investment firm. The firm's ecosystem of investors, operators, and professionals are united by the shared mission to develop leading enterprises and build long term value together. HGGC invests in technology, business services, financial services and consumer enterprises generally valued between $200 million - +$1.5 billion. The firm is based in Palo Alto, CA and manages over $8 billion in cumulative capital commitments.

Further details in relation to Bidco and HGGC will be contained in the Offer Document.

10.       FINANCING OF THE OFFER

The cash consideration payable to Inspired Shareholders under the terms of the Offer will be financed by equity funding to be invested indirectly by the HGGC Funds.

Rothschild & Co., as financial adviser to HGGC and Bidco is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Inspired Shareholders under the terms of the Offer.

As the existing third party indebtedness of Inspired is expected to become repayable on completion of the Offer, prior to the Offer becoming or being declared unconditional, Bidco expects to procure that alternative debt funding is provided by certain third party lenders to Inspired to refinance all or part of Inspired's existing third party indebtedness. Following such refinancing, the level of debt incurred is likely to be above what would be regarded as typical for a public company.

Further information about the financing of the Offer will be set out in the Offer Document.

11.       INSPIRED SHARE PLANS

Participants in the Inspired Share Plans will be contacted regarding the effect of the Offer on their rights under the Inspired Share Plans and an appropriate Rule 15 Proposal will be made to such participants which reflects their options and awards under the Inspired Share Plans in due course.

12.       INSPIRED WARRANTS

The Offer will affect holders of the Inspired Warrants. Appropriate Rule 15 Proposals will be made to the holders of the Inspired Warrants, and each grant of the Inspired Warrants shall be treated in accordance with the rules applicable to it. Further details of these arrangements will be communicated to the holders of Inspired Warrants in due course.

To allow holders of Inspired Warrants to participate in the Acquisition, the directors of Inspired have resolved in their absolute discretion in accordance with paragraph 2 of Schedule 3 to the Inspired Warrant Instrument to allow transfers of Inspired Warrants to any offeror in connection with an offer for the Company announced pursuant to Rule 2.7 of the Takeover Code during the current offer period (which commenced on 22 April 2025) except where the consideration payable by the relevant offeror is, in the Company's reasonable opinion, more than the see through value of an Inspired Warrant at the relevant offeror's offer price. For these purposes (i) the "see through value" means the value of the consideration payable for each Inspired Share pursuant to the terms of the relevant offeror's offer after deducting the exercise price of the Inspired Warrant and (ii) the terms "offer", "offer period" and "offeror" are to be interpreted in accordance with the Takeover Code. 

The see through value of each Inspired Warrant at the Offer Price is equal to 1 pence per Inspired Warrant as calculated by deducting the exercise price of 80 pence per Inspired Warrant from the Offer Price.

13.       INSPIRED CLNS

The Offer will affect holders of the Inspired CLNs. Appropriate Rule 15 Proposals will be made to the holders of the Inspired CLNs, and each grant of the Inspired CLNs shall be treated in accordance with the rules applicable to it. Further details of these arrangements will be communicated to the holders of Inspired CLNs in due course.

To allow holders of Inspired CLNs to participate in the Acquisition, Inspired has entered into the Inspired CLN Deed of Amendment by which Inspired and the Gresham Funds (constituting the "Majority Holders" for the purposes of the Inspired CLN Instrument) have jointly consented in accordance with clause 10.1 of the Inspired CLN Instrument to the definition of "Permitted Transferee" in the Inspired CLN Instrument being modified to include any offeror in connection with an offer for Inspired announced pursuant to Rule 2.7 of the Takeover Code during the current offer period (which commenced on 22 April 2025) except where the consideration payable by the relevant offeror is (to the extent such consideration does not consist of cash or listed securities, in the determination of the Inspired Board (acting reasonably), having taken advice from Inspired's financial advisers), more than the higher of the see through value of an Inspired CLN at the relevant offeror's offer price and the maximum redemption value of an Inspired CLN based on the latest date on which the offeror's offer can become or be declared unconditional or otherwise complete. For these purposes (i) the "see through value" means the value of the consideration payable for each Inspired Share pursuant to the terms of the relevant offeror's offer after deducting the conversion price of the Inspired CLN and (ii) the terms "offer", "offer period" and "offeror" are to be interpreted in accordance with the Takeover Code.

The entry into the Inspired CLN Deed of Amendment by Inspired and the Gresham Funds is deemed to be a related party transaction for the purposes of AIM Rule 13. The Inspired Directors, all of whom are independent of Gresham House and the Gresham Funds, having consulted with Inspired's nominated adviser, Shore Capital, consider that the terms of the Inspired CLN Deed of Amendment, and therefore the related party transaction, are fair and reasonable insofar as Inspired Shareholders are concerned.

14.       OFFER-RELATED ARRANGEMENTS

Confidentiality Agreement

On 7 April 2025, HGGC and Inspired entered into a confidentiality agreement (the "Confidentiality Agreement") in relation to the Offer, pursuant to which, amongst other things, HGGC has undertaken to keep confidential information relating to Inspired and to the Offer and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force until the second anniversary of the date of the Confidentiality Agreement.

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco has undertaken to implement appropriate proposals in relation to the Inspired Share Plans, the Inspired Warrants and the Inspired CLNs. In addition, Bidco has agreed to certain provisions pursuant to which Bidco shall waive down the Initial Acceptance Level to the Revised Acceptance Level (as further described in paragraph 15 below), subject always to compliance with Rule 10 of the Takeover Code. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a competing offer completes, becomes effective or is declared, or if prior to the Long Stop Date any Condition has been invoked by Bidco, if the Inspired Directors withdraw their recommendation of the Offer or if the Offer does not become or is declared unconditional in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and Inspired.

15.       OFFER STRUCTURE, TIMETABLE AND CONDITIONS TO THE OFFER

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Chapter 3 of Part 28 of the Companies Act.

Bidco will make the Offer through the despatch of the Offer Document and Form of Acceptance, both of which will be posted to Inspired Shareholders (or made available electronically in accordance with the Takeover Code) no later than 28 days after the date of this announcement (unless agreed otherwise with the Panel). The Offer Document will contain the formal terms of, and Conditions applicable to, the Offer.

The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement, and to be set out in full in the Offer Document, including, amongst others, the Acceptance Condition.

The Acceptance Condition has initially been set at the Initial Acceptance Level which, in order to be satisfied, requires Bidco to have acquired or contacted to acquire whether by way of acceptance of the Offer or otherwise, Inspired Shares carrying in aggregate approximately 64.03 per cent. of the voting rights of Inspired Shares normally exercisable at a general meeting of the Company.

The Initial Acceptance Level has been set at this level in order to ensure that, upon the offer becoming or being declared unconditional, it is not possible for Bidco's shareholding in Inspired to subsequently be diluted to a level at which Bidco becomes interested in Inspired Shares carrying 50 per cent. or less of the voting rights normally exercisable at general meetings of the Company by virtue of the conversion or (as applicable) exercise of Dilutive Securities. This level already takes into account the Dilutive Securities which are the subject of the irrevocable undertaking from Gresham House Asset Management Limited referred to in this announcement.

In connection with the Offer, Bidco will make appropriate Rule 15 Proposals to acquire the Dilutive Securities or the underlying Inspired Shares to which those Dilutive Securities relate. As noted above, pursuant to the Cooperation Agreement, Bidco has agreed with Inspired to waive down the Initial Acceptance Level to take into account the number of Dilutive Securities which Bidco and anyone acting in concert with Bidco acquires or agrees to acquire whether by way of acceptance of a Rule 15 Proposal or otherwise (other than Dilutive Securities which are the subject of the irrevocable undertaking from Gresham House Asset Management Limited referred to in this announcement).

Pursuant to the Cooperation Agreement, the Initial Acceptance Level or any Revised Acceptance Level must be waived down by the amounts set out below:

·    one Inspired Share for every Inspired Share Option that is the subject of a valid acceptance of a Rule 15 Proposal (which equates to a reduction in the Initial Acceptance Level or any Revised Acceptance Level of approximately 0.63% for every 1,000,000 Inspired Share Options);

·    0.5 of an Inspired Share for every Inspired Warrant that Bidco acquires or agrees to acquire whether pursuant to a Rule 15 Proposal or otherwise (which equates to a reduction in the Initial Acceptance Level or any Revised Acceptance Level of approximately 0.31% for every 1,000,000 Inspired Warrants); and

·    0.775 of an Inspired Share for every Inspired £1.00 CLN that Bidco acquires or agrees to acquire whether pursuant to a Rule 15 Proposal or otherwise (which equates to a reduction in the Initial Acceptance Level or any Revised Acceptance Level of approximately 0.49% for every £1,000,000 of Inspired CLNs),

with any resulting number of Inspired Shares which is not a whole number being rounded up to the nearest whole number to produce the Revised Acceptance Level. Bidco will in such case make an announcement in accordance with the requirements of the Takeover Code confirming the Revised Acceptance Level.

Subject to the satisfaction or (if permitted) waiver of the Conditions and certain further terms set out in Appendix 1, it is expected that the Offer will become or be declared unconditional during the third quarter of 2025.

The Offer shall lapse unless all of the Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or remain satisfied, by midnight (London time) on the earlier of the Unconditional Date and the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel). Further details are set out in Appendix 1.

Following the Offer becoming or being declared unconditional, the Inspired Shares in respect of which valid acceptance has been received will be transferred to Bidco, in consideration for which the Inspired Shareholders who have validly accepted the Offer shall receive the cash consideration on the basis set out in paragraph 2 of this announcement.

16.       DELISTING, CANCELLATION OF TRADING AND RE-REGISTRATION

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Inspired Shares to which the Offer relates and assuming that the Acceptance Condition has been satisfied or waived, Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily any Inspired Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Offer or otherwise on the same terms as the Offer.

After the Offer becomes or is declared unconditional and if Bidco has, by virtue of its shareholdings (and the shareholdings of its wholly-owned subsidiaries) and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. or more of the voting rights of Inspired (or the appropriate special resolutions are otherwise passed), it is intended that Bidco shall procure that Inspired makes an application to the London Stock Exchange for the cancellation of the admission to trading of Inspired Shares on AIM.

It is anticipated that, subject to any applicable requirements of the London Stock Exchange, cancellation of admission to trading of Inspired Shares on AIM shall take effect no earlier than 20 Business Days after such application is made.

Bidco shall notify Inspired Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

Following the Offer becoming or being declared wholly unconditional and the admission to trading on AIM of Inspired Shares having been cancelled, Bidco intends to procure that Inspired is re-registered as a private limited company under the relevant provisions of the Companies Act.

Should Bidco not receive sufficient acceptances to the Offer to proceed with procuring such application for the cancellation of the admission to trading of Inspired Shares on AIM, then Bidco currently intends for Inspired to remain a public company and for Inspired Shares to remain admitted to trading on AIM, but for Inspired to continue to comply with the minimum requirements prescribed by applicable laws for public companies with shares admitted to trading on AIM.

If achieved, such cancellation and re-registration shall significantly reduce the liquidity and marketability of any Inspired Shares in respect of which the Offer has not been accepted at that time and their value may be affected as a consequence. Even if there is no cancellation or re-registration, if the Offer is declared unconditional, any Inspired Shareholders that do not accept the Offer would be minority shareholders in a publicly-listed company and can expect to have materially reduced liquidity and marketability of their securities. In either case, any remaining Inspired Shareholders would become minority shareholders in a privately controlled limited company or a public company with materially reduced liquidity and marketability and may be unable to sell their Inspired Shares. As noted elsewhere, HGGC intends to suspend any ordinary course dividends or other distributions by Inspired, and there can be no certainty that the Inspired Shareholders shall again be offered as much for the Inspired Shares held by them as under the Offer.

17.       DISCLOSURE OF INTERESTS IN INSPIRED SECURITIES

As at 25 June 2025 (being the last Business Day before the date of this announcement), save for the irrevocable undertakings referred to in paragraph 6 above, neither Bidco nor any of its directors, nor HGGC or any of its partners nor so far as HGGC and Bidco are aware, any person acting in concert (within the meaning of the Takeover Code) with Bidco for the purposes of the Offer: (i) had any interest in or right to subscribe for or had borrowed or lent any Inspired Shares or securities convertible or exchangeable into Inspired Shares; or (ii) had any short positions in respect of relevant securities of Inspired (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; or (iii) has borrowed or lent any relevant securities of Inspired (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

18.       CONSENTS

Each of Rothschild & Co., Evercore, Shore Capital and Panmure Liberum has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to its name in the form and context in which such references appear.

19.       DOCUMENTS AVAILABLE ON WEBSITE

Copies of the following documents will be available promptly on a dedicated microsite established for the purpose of the Offer and Inspired's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.HGGC.com/announcement and https://Inspiredplc.co.uk/investors/ respectively and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement until the end of the offer period:

·    this announcement;

·    the Confidentiality Agreement;

·    the Cooperation Agreement;

·    the Inspired CLN Deed of Amendment;

·    the equity commitment letter dated on or about the date hereof between Bidco and the HGGC Funds;

·    the irrevocable undertakings referred to in paragraph 6; and

·    the consent letters of Rothschild & Co., Evercore, Shore Capital and Panmure Liberum.

Neither the content of the website referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.

20.       GENERAL

The Offer will be on the terms and subject to the Conditions set out herein and in Appendix 1, and to be set out in full in the Offer Document and (in respect of Inspired Shares held in certificated form) the Form of Acceptance which will be sent to Inspired Shareholders within 28 days of this announcement.

The Inspired Shares will be acquired pursuant to the Offer with full title guarantee fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid or any other return of value following the Offer becoming or being declared unconditional.

Bidco reserves the right, with the consent of the Panel, to elect to implement the Offer by way of a Scheme. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments (including to statutory voting requirements) to reflect the change in method of implementing the Offer, including in particular to the amendments referred to in Part C of Appendix 1.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The implications of the Offer for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

Kirkland & Ellis International LLP is acting as legal adviser to HGGC and Bidco.

Ashurst LLP and Gateley plc are acting as legal advisers to Inspired.

Further information

Rothschild & Co., which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Bidco and HGGC and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco and HGGC for providing the protections afforded to clients of Rothschild & Co., or for providing advice in connection with the matters referred to herein. Neither Rothschild & Co. nor any of its group undertakings or affiliates owes or accepts any duly, 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 Rothschild & Co. in connection with this announcement, any statement contained in this announcement or any matter referred to herein. No representation or warranty, express or implied, is made by Rothschild & Co. as to the contents of this announcement.

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, 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, 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.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Inspired Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer. The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Inspired

The Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer will be subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer will be made in the United States by Bidco and no one else.

If, in the future, Bidco exercises its right to implement the Offer by way of a Scheme, which is to be made into the United States, such Scheme will be made in compliance with the applicable U.S. laws and regulations.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Bidco, its affiliates, their advisors and nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Inspired Shares outside the Offer, such as in open market purchases or privately negotiated purchases, during the offer period and the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required under United Kingdom laws and will be available to all investors (including US investors) via the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

It may be difficult for US holders of Inspired Shares to enforce their rights and any claim arising out of the US securities laws in connection with the Offer, since Bidco and Inspired are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Inspired Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement 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).

Neither the Offer nor this announcement have 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 approved or disapproved or passed judgement upon the fairness or the merits of the Offer, or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States. The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Inspired Shares pursuant to the Offer will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Inspired Shares is urged to consult their independent legal, tax and financial advisers regarding the tax consequences of the Offer applicable to them, including for US federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by HGGC, Bidco and Inspired contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of HGGC and Inspired about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on Bidco and Inspired (including their future prospects, developments and strategies), the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although HGGC, Bidco and/or Inspired (as appropriate) believe that the expectations reflected in such forward-looking statements are reasonable, HGGC, Bidco and Inspired can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Offer; the satisfaction of other Conditions on the proposed terms and schedule; future market conditions; changes in general economic and business conditions; the behaviour of other market participants; the anticipated benefits from the Offer not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Inspired operate; weak, volatile or illiquid capital and/or credit markets; changes in tax rates, interest rate and currency value fluctuations; the degree of competition in the geographic and business areas in which Bidco and Inspired operate; and/or changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could 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. Neither Bidco nor Inspired, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, none of HGGC, Bidco nor Inspired is under any obligation, and HGGC, Bidco and Inspired expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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) 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 Takeover 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. 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 https://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.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on a dedicated microsite established for the purpose of the Offer at www.HGGC.com/announcement and Inspired's website at https://Inspiredplc.co.uk/investors/  promptly and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Inspired Shareholders and persons with information rights may request a hard copy of this announcement by contacting Equiniti on +44 (0)371 384 2030. 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 also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period, and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Inspired for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Inspired.

Electronic Communications

Please be aware that 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 Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

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 figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Inspired confirms that, as at 25 June 2025, it had in issue 159,649,070 ordinary shares of £0.0125 each. The International Securities Identification Number (ISIN) for the ordinary shares is GB00BR2Q0V58.

In addition, Inspired confirms that, as at 25 June 2025, it had in issue 53,125,000 Inspired Warrants and £5,000,000, in aggregate principal amount, of Inspired CLNs.

General

If you are in 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 independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.