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Highlights

  • HGGC enters detailed discussions with Inspired over a potential all-cash offer of 81 pence per share.

  • Inspired Board indicates potential recommendation of the HGGC proposal, rejecting previous offer from Regent Acquisitions.

  • Proposed final dividend of 1p per share may be withdrawn if HGGC offer proceeds on current terms.

The Board of Inspired plc (LSE:INSE) and US-based private equity firm HGGC, LLC have announced they are engaged in detailed discussions regarding a possible cash offer of 81 pence per share for Inspired’s entire issued and to be issued share capital. The offer would be made by HGGC and/or a newly formed entity controlled by the firm.

The HGGC Superior Proposal, as described by both parties, follows an unsolicited offer from Regent Acquisitions 2025 Limited, which the Inspired Board unanimously recommended shareholders reject. HGGC has now been confirmed as the third party referenced in Inspired's formal response to the Regent offer, issued on 21 May 2025.

According to the statement, the HGGC offer is expected to be structured as a takeover offer under Chapter 3 of Part 28 of the Companies Act 2006. The offer’s acceptance condition would be designed in such a way that it can be satisfied without requiring Regent or its affiliates to tender their existing shares. HGGC is also reserving the right, with consent from the UK Takeover Panel and agreement from Inspired, to implement the proposal as a Scheme of Arrangement under Part 26 of the Act.

Board Position and Offer Conditions

Inspired’s Board has indicated that, should HGGC make a firm offer on the proposed financial terms and with the stated acceptance condition, it would be inclined to recommend the proposal to shareholders. This stance is based on a thorough assessment of the Regent offer's impact on the business and future market value.

As part of the potential offer, HGGC intends to reduce the cash consideration by 1p per share should Inspired proceed with its final dividend of 1p per share for the year ended 31 December 2024. This dividend was proposed by Inspired’s Directors on 31 March 2025. In response, the Inspired Board has indicated it would be minded to withdraw the final dividend if a firm offer from HGGC is made on these financial terms.

Background

HGGC is a global private equity firm known for partnering with founder-led businesses and middle-market companies. The potential acquisition of Inspired, a UK-based technology and advisory firm, would mark a strategic expansion by HGGC into sectors aligned with Inspired's operational focus.

No formal offer has been made at this stage, and there is no certainty that any transaction will occur. Further announcements are expected in line with UK takeover regulations. Inspired and HGGC are continuing their discussions under the oversight of the UK Takeover Panel.