TIDMINSE
RNS Number : 5749B
Inspired PLC
05 June 2023
5 June 2023
Inspired plc
("Inspired", the "Company" or the "Group")
Annual Report 2022, Notice of AGM and Proposed Share
Consolidation
Inspired (AIM: INSE), a leading technology enabled service
provider supporting businesses in their drive to net zero,
controlling energy costs and managing their response to climate
change, confirms the Group's Annual General Meeting ("AGM") will be
held at 10:00 am on Friday, 30 June 2023 at Ship Canal House, 98
King Street, Manchester, M2 4WU.
The Group's Annual Report and Accounts for the year to 31
December 2022, with the Notice of AGM and Form of Proxy, is
expected to be posted to shareholders in the Company
("Shareholders") tomorrow, on Tuesday, 6 June 2023. Copies of the
Annual Report and the Notice of the AGM are also made available to
view on the Company's website at www.inspiredplc.co.uk .
Included in the Notice of AGM is a resolution to approve a
consolidation of the Company's ordinary shares. The directors of
the Company (the "Directors") propose a 10 for one consolidation of
the Company's existing ordinary shares of GBP0.00125 each in the
capital of the Company ("Ordinary Shares") (the "Consolidation").
The resolution required to effect this (resolution 11) is proposed
as an ordinary resolution at the AGM.
As at 5 June 2023, there are 1,004,587,795 Ordinary Shares in
issue. The Directors consider that this is an unwieldy number given
the Company's market capitalisation and when combined with the
Company's prevailing share price, may not at times be conducive to
an orderly market.
The Directors believe that these factors have the potential to
de-stabilise the Company's share price. The Directors consider that
the Consolidation will result in a more appropriate share capital
structure for the Company, which is expected to positively impact
the liquidity and trading activity in the Company's shares.
It is proposed that every 10 existing Ordinary Shares in issue
at 6:00 pm on 30 June 2023 be consolidated into one new ordinary
share of GBP0.0125 each ("New Ordinary Shares"). The proportion of
existing Ordinary Shares held by each Shareholder immediately
before the Consolidation will, save for fractional entitlements, be
the same as the proportion of New Ordinary Shares held by each
Shareholder immediately after the Consolidation.
The New Ordinary Shares will carry the same rights as the
existing Ordinary Shares, save as to their nominal value, as set
out in the articles of incorporation of the Company.
Expected Share Consolidation Timetable (1) (2)
Notice of AGM and Form of Proxy posted 6 June 2023
Latest time and date for receipt of 10.00 am on 28 June 2023
completed Forms of Proxy in respect
of the AGM
Time and date of the AGM 10.00 am on 30 June 2023
Record date for Consolidation (existing 6.00 pm on 30 June 2023
Ordinary Share register closed and
existing Ordinary Shares disabled
in CREST)
Listing and admission of New Ordinary 8.00 am on 3 July 2023
Shares
Dealings in the New Ordinary Shares 3 July 2023
commence and enablement in CREST in
respect of uncertificated New Ordinary
Shares
Fractional shares to be sold 3 July 2023
Share certificates to be posted to 17 July 2023
Shareholders
Notes:
(1) All of the times referred to in this document refer to
London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
Further information on the Share Consolidation
To effect the Consolidation, it may be necessary to issue up to
9 additional existing Ordinary Shares so that the Company's issued
ordinary share capital is exactly divisible by 10. It is proposed
that these additional existing Ordinary Shares will be issued to
the Company's nominated adviser and joint broker, Shore Capital.
These additional Ordinary Shares would only represent an
entitlement to a fraction of a New Ordinary Share so this fraction
would be sold pursuant to the arrangements for fractional
entitlements described below.
In the event that the number of existing Ordinary Shares held by
a Shareholder is not exactly divisible by 10, the Consolidation
will generate an entitlement to a fraction of a New Ordinary
Share.
The Company proposes that any such fractional entitlements will
be aggregated and sold in the market for the best price reasonably
obtainable with the proceeds being to the benefit of the Company.
Given the small economic value of such fractional entitlements, the
Board is of the view that the distribution of the sale proceeds to
individual Shareholders would result in a disproportionate cost to
the Company.
Any Shareholder holding fewer than 10 Ordinary Shares at record
date for the Consolidation, being 6.00 pm on 30 June 2023 will
cease to be a Shareholder.
The issued share capital of the Company immediately following
the Consolidation is expected to comprise 100,458,780 New Ordinary
Shares.
The entitlements to New Ordinary Shares of holders of share
options or other instruments convertible into existing Ordinary
Shares will be adjusted in accordance with their terms to reflect
the Consolidation.
Application will be made for the simultaneous cancellation of
the existing Ordinary Shares from CREST and admission of the New
Ordinary Shares to CREST and their admission to trading on AIM. The
New Ordinary Shares may thereafter be held and transferred by means
of CREST. It is expected that new Ordinary Shares which are held in
uncertificated form will be credited to the relevant CREST accounts
on 3 July 2023 and admitted to trading on AIM on the same day.
Definitive share certificates in respect of those New Ordinary
Shares which will be held by Shareholders who currently hold their
existing Ordinary Shares in certificated form are expected to be
dispatched to relevant Shareholders within 14 days of admission of
the new ordinary shares. Share certificates in respect of existing
Ordinary Shares will cease to be valid on 1 July 2023 and, pending
delivery of share certificates in respect of New Ordinary Shares,
transfers will be certified against the register.
Enquiries please contact:
Inspired PLC www.inspiredplc.co.uk
Mark Dickinson (Chief Executive Officer) +44 (0) 1772 689250
Paul Connor (Chief Financial Officer)
David Cockshott (Chief Commercial Officer)
Shore Capital (Nominated Adviser and
Joint Broker)
Patrick Castle
James Thomas
Rachel Goldstein +44 (0) 20 7408 4090
Liberum (Joint Broker)
Edward Mansfield
William Hall +44 (0)20 3100 2000
Alma PR +44 (0) 20 3405 0205
Justine James +44 (0) 7525 324431
Hannah Campbell inspired@almapr.co.uk
Will Ellis Hancock
Notes to editors
Inspired PLC is a leading technology enabled service provider of
energy advisory and sustainability services, supporting businesses
in their drive to net zero, controlling energy costs and managing
their response to climate change.
Founded in 2000, Inspired operates three divisions: Energy
Solutions (Assurance and Optimisation), Software Solutions and ESG
Solutions, providing expert energy advisory and sustainability
services to over 3,400 businesses in the UK and Ireland who
typically spend more than GBP100,000 on energy and water per
year.
Inspired has been recognised with the London Stock Exchange's
Green Economy market since 2020 for its environmental and strategic
advice, service, and support to customers and is also ranked as the
UK's leading advisor by the independent energy market intelligence
consultancy, Cornwall Insight.
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June 05, 2023 02:00 ET (06:00 GMT)
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