Result of Placing, Shareholder Circular and GM

RNS Number : 7032S

Inspired Energy PLC

10 July 2020

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EUREGULATION 596/2014 ("MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN .

10 July 2020

Inspired Energy plc

("Inspired Energy" or the "Group")

Result of Placing, Posting of Shareholder Circular

and Notice of General Meeting

Further to its announcement this morning, Inspired Energy (AIM: INSE), a leading consultant for energy procurement, utility cost optimisation and legislative compliance to corporate energy consumers in the UK and Ireland , is pleased to announce that the Company has raised £10.7 million (gross) through a firm placing (the "Firm Placing") of 71,396,800   new Ordinary Shares ("Firm Placing Shares") and has conditionally raised £19.3 million (gross) through a conditional placing (the "Conditional Placing") of 128,603,200   new Ordinary Shares ("Conditional Placing Shares"), both at 15 pence per Placing Share (the "Placing Price")(together the Firm Placing and Conditional Placing are the "Placing").

Furthermore, to enable other Shareholders who are not able to participate in the Placing an opportunity to subscribe for additional Ordinary Shares, the Company is proposing to raise up to an additional £5.0 million (before expenses) by way of an open offer made to Qualifying Shareholders ("Open Offer") of up to 33,445,183 Open Offer Shares at the Placing Price on the basis of:

2 Open Offer Shares for every 43 Existing Ordinary Shares held on the Record Date

payable in full on acceptance.

Further details of the Open Offer are set out in the circular which will be posted to shareholders later today (the "Circular") (together the Placing and the Open Offer are the "Fundraise").

The net proceeds from the Firm Placing Shares will be used to fund the cash consideration due for the acquisition of the outstanding 60 per cent. of Ignite Energy LTD ("Ignite") for an initial consideration of £11.0 million, on a debt free cash free basis (the "Acquisition") following the acquisition of an initial 40 per cent. interest in August 2019.

The net proceeds from the Conditional Placing and the Open Offer will be used to enable the Group to take advantage of its active pipeline of potential acquisition targets which the Directors believe are capable of being executed in the near term, whilst also keeping the Group's gearing within the Board's target range.

The Board believes that there will continue to be significant scope to progress its successful acquisition strategy moving forward and the Fundraise will provide the Company with the capability to act decisively where value-enhancing opportunities are presented.

The Conditional Placing is conditional, amongst other things, on the passing of the Placing Resolutions at the General Meeting on 28 July 2020 and Admission on 29 July 2020. The Placing has not been underwritten. Completion of the Acquisition is conditional, amongst other matters, on the receipt of the subscription monies relating to the Firm Placing Shares and admission of 32,051,282 New Ordinary Shares to be issued to the vendors of Ignite (the "Consideration Shares").

Posting of Shareholder Circular and Notice of General Meeting

A circular to Shareholders ("Circular") will be posted later today, setting out details of the Open Offer and convening a general meeting of the Company to be held at the offices of Gateley Plc at Ship Canal House, 98 King St, Manchester M2 4WU on 28 July 2020 at 11.00 a.m. and will be available to download on the Company's website ( www.inspiredplc.co.uk ) from 10 July 2020.

Application for admission

Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares will commence on 16 July 2020. Application has been made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM ("Second Admission"). It is expected that Second Admission will become effective and that dealings in the Consideration Shares will commence on 17 July 2020. Application will be made to the London Stock Exchange for the Conditional Placing Shares and Open Offer Shares to be admitted to trading on AIM ("Third Admission"). It is expected that Third Admission will become effective and that dealings in the Conditional Placing Shares and the Open Offer Shares will commence on 29 July 2020, subject to the passing of the Resolutions at the General Meeting.

Total voting rights

Following the First Admission, the Company's issued share capital will consist of 790,468,240 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 790,468,240 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs. Further announcements on the total voting rights of the Company will be made upon issue of the Consideration Shares, the Open Offer Shares and the Conditional Placing Shares.

Unless the context otherwise requires, defined terms shall have the meaning ascribed to them in the Circular.

Commenting on the proposed acquisition, Mark Dickinson, Chief Executive Officer of Inspired, said : "We are delighted to have received strong levels of support in our fundraise from new and existing investors with the Firm Placing financing the acquisition of the outstanding 60% interest of Ignite. This represents an important milestone in Inspired Energy's strategic focus, accelerating the Group's Optimisation Services offering, enabling us to develop market share in the £857 million corporate optimisation services market. Inspired Energy will now be able to leverage off its existing platform to cross-sell accelerate cross sells into its customer base, maximising the commercial overlap between the optimisation and assurance services market.

"The Group is also pleased to include an Open Offer for our supportive retail shareholders, which when combined with the Conditional Placing from institutional investors will enable the Group to take advantage of its active pipeline of potential acquisition targets which the Directors believe are capable of being executed in the near term."

Enquiries :

Inspired Energy plc	www.inspiredplc.co.uk
Mark Dickinson, Chief Executive Officer	[phone]
Paul Connor, Chief Financial Officer
Shore Capital (Nomad and Joint Bookrunner)	[phone]
Edward Mansfield James Thomas Michael McGloin
Peel Hunt LLP (Joint Bookrunner) Alastair Rae Sohail Akbar Mike Bell Ed Allsopp	[phone]
Alma PR Justine James Josh Royston		[phone] [phone] [e-mail]

Important notice

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares and the Open Offer Shares (together the "New Ordinary Shares") have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the New Ordinary Shares is being made in the United States. The New Ordinary Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing and Open Offer. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate Limited, "Shore Capital") or Peel Hunt LLP (("Peel Hunt" and, together with Shore Capital, "Joint Bookrunners") or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Each of Shore Capital and Peel Hunt, which are authorised and regulated in the United Kingdom by the FCA, are acting for the Company and for no one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or Peel Hunt or for affording advice in relation to the Placing and Open Offer, or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner or by any of their respective affiliates or either Joint Bookrunner or their respective affiliates' agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. Nothing in this Important notice shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Placees and Qualifying Shareholders should note that: the price of the New Ordinary Shares may decline and Placees and Qualifying Shareholders could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with Placees and Qualifying Shareholders who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital Stockbrokers and Peel Hunt LLP will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each Placee and Qualifying Shareholder is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

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