Inspiration Healthcare : Circular & Notice of General Meeting

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or about what action to take, you are recommended to seek your own independent professional advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, please immediately contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

The total consideration under the Retail Offer shall be less than €8 million (or an equivalent amount in pounds sterling) in aggregate and so, in accordance with section 85 and schedule 11A of FSMA, the Retail Offer does not require the issue of a prospectus for the purposes of the Prospectus Regulation Rules. The Placing Shares are only available to qualified investors for the purposes of the Prospectus Regulation Rules or otherwise in circumstances not resulting in an offer of transferrable securities to the public under section 102B of FSMA. Therefore, neither the Placing, the Subscription nor the Retail Offer constitutes an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to sections 73A(1) and (4) of FSMA. This document has not been pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body and has not been approved for the purposes of section 21 of FSMA. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules. It is emphasised that no application is being made for the admission of the Existing Ordinary Shares or the New Ordinary Shares to the Official List of the FCA.

The Existing Ordinary Shares are admitted to trading on AIM. Applications will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence in the New Ordinary Shares by 8.00 a.m. on 23 July 2024, subject to certain conditions being satisfied, including the passing of the Resolutions at the General Meeting.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. AIM securities are not admitted to the Official List.

This document should be read in conjunction with the accompanying Form of Proxy and the definitions set out in this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of the Company which contains the unanimous recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting.

Inspiration Healthcare Group plc

(Registered in England and Wales with number 03587944)

Conditional Placing and Subscription of 17,857,142 New Ordinary Shares at the

Issue Price

Conditional Retail Offer of 3,571,428 Retail Offer Shares at the Issue Price

and

Notice of General Meeting

Nominated Adviser and Broker

A summary of the action to be taken by Shareholders is set out in paragraph 14 in the Letter from the Executive Chairman of the Company contained in this document. Please read this information carefully.

Notice of a General Meeting of the Company, to be held at the offices of Panmure Liberum Limited at 10.30 a.m. on 22 July 2024, is set out at the end of this document. To be valid, the accompanying Form of Proxy for use in connection with the General Meeting should be completed and returned in accordance with the instructions printed on it, or a proxy instruction transmitted through CREST or electronically by logging onto www.signalshares.com and by completing the authentication requirements as set out on the Form of Proxy. Alternatively, you can vote via the LinkVote+ app (refer to the notes to the Notice of Meeting). For an electronic proxy appointment to be valid, your appointment must be received by the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than at 10.30 a.m. on 18 July 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding weekends and any bank holidays)). Completion and return of Forms of Proxy or completion and transmission of CREST Proxy Instructions will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish and are so entitled.

If you have any questions relating to this document, the General Meeting or the completion and return of the Form of Proxy, please contact the Company's registrars, Link Group, via email at [e-mail] on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in connection with the matters disclosed herein and is not acting for any other person (including a recipient of this document) or otherwise responsible to any person for providing the protections afforded to clients of Liberum or for advising any other person in respect of the Fundraising or any transaction, matter or arrangement referred to in this document. Liberum's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this document. No representation or warranty, express or implied, is made by Liberum for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is not responsible. Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum by the FSMA or the regulatory regime established thereunder, Liberum does not accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Fundraising. Liberum accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares when issued and fully paid.

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Important information

This document is being sent to all Shareholders for information purposes only, to enable them to exercise their rights as shareholders in connection with the General Meeting.

The distribution of this document and/or the Form of Proxy and the offer of New Ordinary Shares in certain jurisdictions may be restricted by law. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and 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 Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the New Ordinary Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions in accordance with Regulation S under the Securities Act.

This document is not for release, publication or distribution, directly or indirectly, in or into Australia, New Zealand, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations. The distribution of this document and the Form of Proxy in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document and/or accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

This document does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation, offer or recommendation to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. References to the "Company" will also be deemed to include its subsidiaries, both directly and indirectly held (including through nominees), all wholly owned. Investing in the Company may expose an individual to a significant risk of losing all of the property or other assets invested. The information in this document is being supplied for information purposes only.

No reliance may be placed for any purpose whatsoever on the information or opinions contained in this document or on its completeness. No representation or warranty, express or implied, is given by the Company as to the accuracy or completeness of the information or opinions contained in this document, and the information in this document is subject to updating, completion, revision, amendment and verification, which may result in material changes. The information contained in this document has not been independently verified. Any recipient of this document who is in any doubt about the Fundraising or other matters to which this document relates (including whether such recipient qualifies as an International Relevant Person or a US accredited investor) should consult an authorised person specialising in advising on investments of this kind. This document does not constitute a recommendation regarding the shares of the Company, and should not be construed as legal, business, tax or investment advice.

This document contains forwardlooking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forwardlooking statements are identified by the use of such terms as "believe", "could", "envisage", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. The forwardlooking statements contained in this document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, certain of which are beyond the

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Company's control, potential investors should not place any reliance on forwardlooking statements. These forwardlooking statements speak only as at the date of this document. Except as required by law, the Company undertakes no obligation to publicly release any update or revisions to the forwardlooking statements contained in this document to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made. Certain figures and percentages contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given. In accordance with the AIM Rules, this document will be made available on the Company's website www.inspirationhealthcaregroup.com.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing and/or the Retail Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

This document is dated 28 June 2024.

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CONTENTS

Key statistics	6
Expected timetable of principal events	6
Directors and Advisers	7
Letter from the Chairman of Inspiration Healthcare Group plc	8
Definitions	15

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KEY STATISTICS

Number of Existing Ordinary Shares as at the date of this	68,234,802
document
Number of Placing Shares	17,321,430
Number of Subscription Shares	535,712
Number of Retail Offer Shares	3,571,428
Aggregate number of New Ordinary Shares	21,428,570
Issue Price	14 pence
Percentage of the Enlarged Share Capital represented by the	23.9%
New Ordinary Shares
Gross Proceeds of the Fundraising	£3.0 million
Number of Ordinary Shares in issue on Admission following	89,663,372
the issue of the New Ordinary Shares
Net Proceeds of the Fundraising	£2.7 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of the Circular and the Form of Proxy	28 June 2024
Latest time and date for receipt of Forms of Proxy for the	10.30 a.m. on 18 July 2024
General Meeting
General Meeting	10.30 a.m. on 22 July 2024
Announcement of the result of the General Meeting	22 July 2024
Admission of the New Ordinary Shares to trading on AIM	8.00 a.m. on 23 July 2024
CREST accounts expected to be credited with New Ordinary	As soon as possible following
Shares in uncertificated form (uncertificated holders only)	Admission
Expected date of despatch of definitive share certificates for	Within 14 days of Admission
the New Ordinary Shares in certificated form (certificated

holders only)

• 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/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

References to time in this document are to London time. The timetable above assumes that the Resolutions are passed at the General Meeting without adjournment.

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	DIRECTORS AND ADVISERS
Directors	Roy Davis (Executive Chairman and Interim Chief Executive
	Officer)
	Alan Olby (Chief Financial Officer)
	Brook Nolson (Chief Operating Officer)
	Neil Campbell (Non-Executive Director)
	Robert Beveridge (Non-Executive Director)
	Louise Janssen-Counotte(Non-Executive Director)
	Elizabeth Shanahan (Non-Executive Director)
Company Secretary	Charles Strickland
Registered Office	Unit 7/8 Commerce Park
	Commerce Way
	Croydon
	CR0 4YL
Company website	https://inspirationhealthcaregroup.com/
Nominated Adviser and Broker	Liberum Capital Limited
	Ropemaker Place
	25 Ropemaker Street, London EC2Y 9LY
Legal advisers to the Company	Hill Dickinson LLP
	The Broadgate Tower
	20 Primrose Street
	London
	EC2A 2EW
Registrar	Link Group
	Central Square
	29 Wellington Street
	Leeds
	LS1 4DL

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LETTER FROM THE CHAIRMAN OF INSPIRATION HEALTHCARE GROUP PLC

Directors:	Registered Office:
Roy Davis (Executive Chairman and Interim Chief Executive Officer)	Unit 7/8 Commerce Park
Alan Olby (Chief Financial Officer)	Commerce Way
Brook Nolson (Chief Operating Officer)	Croydon
Neil Campbell (Non-Executive Director)	CR0 4YL
Robert Beveridge (Non-Executive Director)
Louise Janssen-Counotte(Non-Executive Director)
Elizabeth Shanahan (Non-Executive Director)
28 June 2024

Dear Shareholder,

Conditional Placing and Subscription of 17,857,142 New Ordinary Shares at the Issue Price

Conditional Retail Offer of 3,571,428 Retail Offer Shares at the Issue Price

And

Notice of General Meeting

1 INTRODUCTION

The Company announced on 26 June 2024 that it had raised approximately £2.5 million, before fees and expenses, through a conditional Placing and Subscription for an aggregate of 17,857,142 New Ordinary Shares with existing and new investors at the Issue Price.

In addition, the Company announced on 26 June 2024 to provide Shareholders who did not take part in the Placing or the Subscription with an opportunity to subscribe for 3,571,428 Retail Offer Shares at the Issue Price, through the Winterflood Retail Access platform to raise up to £0.5 million of gross proceeds by way of the conditional Retail Offer. The Company announced on 28 June 2024 that it had raised approximately £0.5 million, before fees and expenses, through the Retail Offer for an aggregate of 3,571,428 New Ordinary Shares pursuant to the Retail Offer.

The Fundraising comprises the allotment and issue of:

1. 17,321,430 Placing Shares conditionally placed by Liberum as agent of the Company with institutional investors at the Issue Price, which is expected to raise proceeds of £2.4 million (before commissions and expenses);
2. 535,712 Subscription Shares (in aggregate) conditionally subscribed for by the Subscribers at the Issue Price, raising proceeds of £75,000 (before fees and expenses); and
3. 3,571,428 Retail Offer Shares conditionally subscribed for pursuant to the Retail Offer by Retail Investors at the Issue Price, to raise proceeds of approximately £0.5 million (before fees and expenses).

The Issue Price represents a discount of approximately 42.9 per cent. to the closing price per Ordinary Share of 24.5 pence on 25 June 2024, being the last practicable date prior to the announcement of the result of the Fundraising. The New Ordinary Shares will represent approximately 23.9 per cent. of the Enlarged Share Capital on Admission.

Certain Directors and members of the senior management team of the Company have subscribed for an aggregate amount of 535,712 Subscription Shares for a total of £75,000. Completion of the Subscription is conditional on, among other things, the passing of the Resolutions. The proceeds of the Subscription will be utilised in the same way as the proceeds of the Placing and Retail Offer.

The Placing Shares, Subscription Shares and the Retail Offer Shares will represent, respectively, approximately 19.3 per cent., 0.6 per cent. and 4.0 per cent. of the Enlarged Share Capital.

The background to and reasons for the Fundraising and further details of the Fundraising are set out at paragraphs 3 and 8 below.

The Fundraising is conditional upon, amongst other things, approval by Shareholders of the Resolutions to be proposed at the General Meeting and Admission. The Resolutions must

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be passed by Shareholders at the General Meeting in order for the Fundraising to proceed. If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Company will not receive the associated Placing monies. In this scenario, the Subscription and the Retail Offer will similarly not proceed.

No part of the Fundraising is being underwritten.

The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.

The main purpose of this document is to set out the background to, reasons for, and details of the Fundraising, to explain why the Directors consider that the Fundraising is in the best interests of the Company and its Shareholders as a whole and to unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend so to do in respect of their beneficial shareholdings amounting to 4,536,796 Ordinary Shares, representing approximately 6.6 per cent. of the Existing Ordinary Shares. The formal notice of the General Meeting is set out at the end of this document.

2 INFORMATION ON INSPIRATION HEALTHCARE GOUP PLC

Inspiration Healthcare (AIM: IHC) designs, manufactures and markets pioneering medical technology. Based in the UK, the Company specialises in neonatal intensive care medical devices, which are addressing a critical need to help to save the lives and improve the outcomes of patients, starting with the very first breaths of life.

The Company has a broad portfolio of its own products and complementary distributed products, for use in neonatal intensive care designed to support even the most premature babies throughout their hospital stay. Its own branded products range from highly sophisticated capital equipment such as ventilators for life support through to single-use disposables.

The Company sells its products directly to hospitals and healthcare providers in the UK and Ireland, where it also distributes a range of advanced medical technologies for infusion therapy. In the rest of the world the Company has an established network of distribution partners around the world giving access to more than 75 countries.

The Company operates in the UK from its world-class Manufacturing and Technology Centre in Croydon, South London and in the USA from its facility in Melbourne, Florida.

Further information on Inspiration Healthcare can be found at www.inspirationhealthcaregroup.com

3 BACKGROUND TO AND REASONS FOR THE FUNDRAISING

As announced by the Company on 31 January 2024, a £3.5 million export order that was due to be received before the 2024 financial year end was, and continues to be, anticipated, albeit the Board expects to receive the order in the financial year ending 31 January 2025. In expectation of the order, the Company had deployed cash into working capital to fulfil the order and consequently net debt was higher than anticipated at the period end and continues to be so.

The Company was granted covenant waivers by its lender, HSBC, in respect of the 31 January 2024 and 30 April 2024 covenant test dates. For the latest waiver granted by HSBC, alternate covenants were agreed until 31 January 2025 with HSBC's consent required for any further drawdowns on its RCF.

In light of the outstanding export order and related covenant waiver and conditions, the Company announced in its trading update on 1 May 2024 that it was investigating alternate financing options.

As such, the Company is now seeking to raise approximately £3 million by way of the Fundraising to reduce net debt and provide additional liquidity headroom.

4 HSBC FACILITIES

The Company has a total of £15.0 million of debt facilities with HSBC, of which £9.5 million was drawn at 17 June 2024, comprising an RCF with HSBC of £10.0 million, of which £6.5 million was drawn, and an invoice financing facility of £5.0 million, of which £3.0 million was drawn.

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HSBC has agreed that, conditional on completion of the Fundraise, the Company will be able to access the full RCF and therefore able to make further drawdowns without HSBC's consent, subject to ongoing covenant compliance including a monthly minimum liquidity level of £1.5 million. The EBITDA covenants have been reset at a lower level up to and including the 31 January 2025 test dates in order to give the Company greater headroom.

5 BOARD CHANGES

Neil Campbell stepped down as CEO on 30 May 2024, becoming a Non-executive Director and a consultant to the Company as a Global Advocate supporting key relationships and business development opportunities.

Roy Davis became Executive Chairman and Interim CEO on 30 May 2024, having joined the Board in January 2024. Roy brings a wealth of commercial experience in medical devices companies and has a proven track record of successfully scaling companies and delivering substantial value for shareholders. His expertise includes delivering sales growth strategies, transforming business operations, enhancing operational efficiency, and increasing productivity to yield higher profits. He has held leadership positions at a number of publicly quoted med tech companies, including as Non-Executive Chair at Medica Group plc, a leading UK teleradiology company until its acquisition by IK partners for £269 million in 2024. He was also CEO of Optos plc, a leading retinal imaging device manufacturer from 2008 to 2016 until its sale to Nikon for US$400 million in 2015 and CEO of Gyrus Group plc, a leader in minimally invasive surgery and visualisation, until its acquisition by Olympus Corporation in 2008 for US$1.9 billion.

6 RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024

On 26 June 2024, the Company announced its unaudited preliminary results for the financial year ended 31 January 2024. These are available at: https://inspirationhealthcaregroup.com/investors/rns/.

7 CURRENT TRADING AND OUTLOOK

While there have been challenges beyond the Company's control presented by volatility in the international markets it serves, it continues to be robustly positioned in a stable global long term growth sector with a best-in-class product portfolio.

The Board is actively executing its growth strategy to increase its presence in more stable markets, most notably North America, where the recent acquisition of Airon provides a suite of complementary products and a ready-made platform to grow. This strategic move not only aims to mitigate the impact of short-term market volatility, but also will be a key growth driver for the Company over the medium term.

The Board continues to review the Group's structure and operations to ensure they support the cost effective implementation of the Group's strategy.

While revenues are expected to be second half weighted for the financial year ending 31 January 2025, current trading and the revenue pipeline provide confidence in meeting management's expectations.

8 USE OF PROCEEDS

The aggregate net proceeds after costs related to the Fundraising are expected to be approximately £2.7 million. The net proceeds of the Fundraising will be used to reduce net debt and provide additional liquidity headroom.

The net proceeds of the Retail Offer will be used to further reduce net debt.

9 DETAILS OF THE FUNDRAISING

9.1 The Placing

The Company has conditionally raised £2.4 million (before commissions and expenses) by way of a conditional placing of 17,321,430 Placing Shares pursuant to the Placing Agreement at the Issue Price. The Placing Shares will be issued and allotted subject to the Resolutions being duly passed at the General Meeting.

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