TIDMINSE
RNS Number : 6807N
Inspired Energy PLC
28 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
28 October 2016
Inspired Energy plc
("Inspired" or the "Group")
Proposed Secondary Placing and Issue of Equity
Inspired Energy plc (AIM: INSE), a leading energy procurement
consultant to UK corporates, announces that Janet Thornton, Matthew
Thornton, Paul Connor and Praetura Ventures (1) LLP, a limited
liability partnership whose members are Michael Fletcher and David
Foreman, (together, the "Directors") and an existing shareholder
(together, the "Sellers") intend to offer for sale 37.7 million
existing ordinary shares ("Ordinary Shares") of 0.125p each in the
Group ("Placing Shares"), representing approximately 7.8% of the
Enlarged Share Capital, as defined below, (the "Placing") at a
price of 13.25p per Ordinary Share. The Directors will offer for
sale up to 35.2 million Placing Shares representing approximately
7.3% of the Enlarged Share Capital as part of the Placing.
The principal purpose of the sale is in response to strong
institutional demand, which will broaden the Group's shareholder
register and increase liquidity in the Ordinary Shares. The Placing
will take place via an accelerated bookbuild arranged by Shore
Capital Stockbrokers Limited ("Shore Capital") and Panmure Gordon
UK Limited ("Panmure Gordon") (together the "Joint Bookrunners").
The book for the Placing will open with immediate effect. The
timing of the closing of the book will be at the absolute
discretion of the Joint Bookrunners.
The Group also announces that, following the exercise of 750,000
share options under the Group's 2011 Share Option Scheme at an
exercise price of 8.75p by Paul Connor, Finance Director, it has
made an application to the London Stock Exchange for the admission
to trading on AIM ("Admission") of 750,000 new Ordinary Shares
("New Shares"). Admission is expected to occur at 8.00 a.m. on 3
November 2016. The New Shares issued pursuant to the exercise of
options will, on admission, rank pari passu with the Group's
existing Ordinary Shares. Following the issue and Admission of the
New Shares, the Group's share capital will comprise 485,588,955,
Ordinary Shares ("Enlarged Share Capital").
Janet Thornton, Matthew Thornton and Praetura Ventures (1) LLP
have entered into a two year restriction on sale of their Ordinary
Shares (the "Locked-in Parties"). The Locked-in Parties have
entered into irrevocable undertakings that they will not (and will
procure, insofar as they are able, that any of their associates
will not) dispose of any interest in ordinary shares for a period
of 12 months following the Placing, save in certain very limited
circumstances. The Locked-in Parties have each also undertaken that
they will not (and will procure, insofar as they are able, that any
of their associates will not) dispose of any interest in Ordinary
Shares for a period of 12 months following the first anniversary of
the Placing unless such disposal is effected through the Joint
Bookrunners, to ensure an orderly market ("Orderly Market Period").
Any sale of Ordinary Shares during the Orderly Market Period will
be at the sole discretion of the Joint Bookrunners.
For further information, please contact:
Inspired Energy plc www.inspiredplc.co.uk
Janet Thornton (Managing Director) +44 (0) 1772 689250
Paul Connor (Finance Director)
David Foreman (Corporate Development
Director)
Shore Capital (Nominated Adviser
and Joint Bookrunner)
Bidhi Bhoma
Edward Mansfield +44 (0) 20 7408 4090
Panmure Gordon (Joint Bookrunner)
Ben Thorne
Erik Anderson +44 (0) 20 7886 2500
Gable Communications
Justine James +44 (0) 20 7193 7463
John Bick +44 (0) 7525 324431
inspired@gablecommunications.com
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (INCLUDING IN THE UNITED
KINGDOM), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT
IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE
UNITED KINGDOM, PERSONS WHO IN ADDITION (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer or solicitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the Placing
Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Joint Bookrunners or any of its agents or affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Joint Bookrunners or their
agents or affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Joint Bookrunners to inform themselves about and to observe any
applicable restrictions.
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 the Joint Bookrunners or by its
affiliates or agents 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 therefore is
expressly disclaimed. However, nothing in this Important Notice
shall be effective to limit or exclude liability for fraud or which
otherwise, by law or regulation, cannot be so limited or
excluded.
Shore Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, and which has been
instructed by the Sellers, will not be responsible to anyone other
than the Sellers for providing the protections offered to the
clients of Shore Capital, nor for providing advice in relation to
the Placing or any matters referred to in this announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, and which has been
instructed by the Sellers, will not be responsible to anyone other
than the Sellers for providing the protections offered to the
clients of Panmure Gordon, nor for providing advice in relation to
the Placing or any matters referred to in this announcement.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
October 28, 2016 02:00 ET (06:00 GMT)