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Highlights

  • INSE accepts 81p per share offer from HGGC-backed Bidco, valuing firm at GBP 183.6 million.
  • The company offer price represents 32.8% premium to pre-announcement closing price.
  • INSE shares rise 5.36% to GBX 80.08 as of 26 June 2025.

Inspired PLC (LSE:INSE) has announced that it has agreed to a recommended all-cash takeover offer from Intrepid Bidco Limited, a newly formed company indirectly owned by funds managed and/or advised by HGGC, LLC. The offer values Inspired at approximately GBP 183.6 million on a fully diluted basis.

Under the terms of the proposed deal, shareholders will receive 81 pence per share in cash. This represents a 32.8% premium to Inspired’s closing price of 61.0 pence on 17 April 2025 (prior to the earlier unsolicited offer from Regent Acquisition) and a 34.4% premium to the six-month volume weighted average price before that date. The offer also represents a 102.5% premium to the January 2025 placing price of 40.0 pence per share.

The offer will be made via a takeover offer under Chapter 3 of Part 28 of the UK Companies Act. The acceptance condition requires Bidco to acquire at least 64.03% of voting rights, factoring in potential dilution from outstanding Inspired warrants, convertible loan notes (CLNs), and share options.

Bidco has received irrevocable undertakings and letters of intent representing approximately 40.2% of Inspired's current issued share capital. These include commitments from Inspired’s board, Gresham House (the largest shareholder), Otus, and Castlefield, along with additional undertakings from holders of warrants, CLNs, and share options.

As part of the agreement, Bidco may revise down the acceptance threshold depending on the number of dilutive securities it acquires through a parallel Rule 15 proposal process. A revised threshold of 61.48% may apply, subject to execution of specific undertakings.

The board of Inspired has unanimously recommended shareholders accept the offer. The directors, who hold approximately 1.55% of the issued share capital, have committed to accepting the offer in respect of their own shares, as well as associated warrants and options.

The investment firm indicated plans to suspend dividend payments if the offer is declared unconditional, aiming to reinvest capital into the business. HGGC also intends to utilise debt to support future growth initiatives and may pursue acquisitions or deeper integration across its service offerings. The capital structure may be more leveraged than typically expected of public companies, especially if Inspired remains listed.

Should Bidco acquire at least 90% of Inspired shares, it will pursue a compulsory acquisition of the remaining shares. Following such a move, or upon reaching 75% of voting rights, Bidco intends to apply for delisting of Inspired from AIM and re-register it as a private limited company.

However, if sufficient acceptances are not reached, Bidco currently plans to maintain Inspired’s AIM listing but operate it with minimum public company obligations.

The transaction is expected to become or be declared unconditional in Q3 2025, subject to regulatory conditions and shareholder acceptances.

As of 26 June 2025, INSE shares were trading 5.36% higher at GBX 80.08.