Annual Report 2022 and Notice of AGM
5 June 2023
("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 £0.00125 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 £0.0125 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 completed Forms of Proxy in respect of the AGM
10.00 am on 28 June 2023
Time and date of the AGM
10.00 am on 30 June 2023
Record date for Consolidation (existing Ordinary Share register closed and existing Ordinary Shares disabled in CREST)
6.00 pm on 30 June 2023
Listing and admission of New Ordinary Shares
8.00 am on 3 July 2023
Dealings in the New Ordinary Shares commence and enablement in CREST in respect of uncertificated New Ordinary Shares
3 July 2023
Fractional shares to be sold
3 July 2023
Share certificates to be posted to Shareholders
17 July 2023
(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:
Mark Dickinson (Chief Executive Officer)
Paul Connor (Chief Financial Officer)
David Cockshott (Chief Commercial Officer)
+44 (0) 1772 689250
Shore Capital (Nominated Adviser and Joint Broker)
+44 (0) 20 7408 4090
Liberum (Joint Broker)
+44 (0)20 3100 2000
Will Ellis Hancock
+44 (0) 20 3405 0205
+44 (0) 7525 324431
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 £100,000 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.