THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, or the contents of this document, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. This documentconstitutesan admission documentin accordance with the AIM Rules for Companies published by London Stock Exchange plc. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been approved by or filed with the Financial Services Authority. Any offer of Ordinary Shares is being made only to qualified investors for the purposes of and as defined in section86 of FSMA and accordingly this document does not constitute, and the Company is not making,an offer to the public within the meaning of sections 85 and 102B of FSMA. The Board, whose names appear on page 3 of this document, and the Company accept responsibility, both individually and collectively, for the information contained in this document. To the best of the knowledge and belief of the Board and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent information has been sourced from a third party, this information has been accurately reproduced and, as far as the Board and the Company are aware, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document. 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. AIM securities are not admitted to the Official List of the UKLA. 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 professional financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The rules of AIM are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the New Ordinary Shares to the Official List. Neither the Existing Ordinary Shares nor the New Ordinary Shares will be dealt on any other recognised investment exchange and no other such application will be made. Furthermore neither the London Stock Exchange nor the UKLA has itself examined or approved the contents of this document. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and dealings for normal settlement in the Enlarged Share Capital will commence on28November 2011. Finemore Energy Limited (Incorporated in England and Wales under the Companies Act 2006 with registered number 07639760) Acquisition of Inspired Group Holdings Limited Placing of 111,651,668 new Ordinary Shares at 3 pence per new Ordinary Share Re-registration as a public limited company Change of Name to Inspired Energy plc and Admission of the Enlarged Share Capital to trading on AIM Nominated Adviser Broker Shore Capital and Corporate Shore Capital Stockbrokers Limited Limited Share capital immediately following completion of the Acquisition, Subscription, Placing and Admission Issued Number £ Ordinary Shares of0.125pence each 354,151,845 442,689.81 YOUR ATTENTION IS DRAWN TO THE RISK FACTORS SET OUT IN PART II OF THIS DOCUMENT. Shore Capital and Corporate Limited (“SCC”), which is authorised and regulated by the Financial Services Authority, has agreed to act as nominated adviser to the Company (for the purposes of the AIM Rules for Companies). Shore Capital Stockbrokers Limited (“SCS”), which is authorised and regulated by the Financial Services Authority, has agreed to act as broker (for the purposes of the AIM Rules for Companies) exclusively to the Company and no one else in connection with the Placing and Admission. Persons receiving this document should note that, in connection with the Placing and Admission, SCC and SCS are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SCC and SCS or for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by SCC or SCS as to any of the contents of this document in connection with the proposed Placing or Admission, or otherwise. This document does not constitute an offer to sell or the solicitation of an offer to buy shares, or any other securitiesin any jurisdiction in which such offer or solicitation is unlawful. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. The Ordinary Shares have not been, and will not be, registered under the securities legislation of the US, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. Accordingly, subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered,sold, transferred, taken-up or delivered, in or into the US,Canada, Australia, Republic of South Africa, Japan or the Republic of Ireland or to or for the account or benefit of any person resident in Canada, Australia, Japan, Republic of South Africa or Republic of Ireland, or citizens of such countries. CONTENTS Page DIRECTORS, COMPANY SECRETARY AND ADVISERS 3 EXPECTED TIMETABLEOF PRINCIPAL EVENTS 4 PLACING STATISTICS 4 KEY INFORMATION 5 PART I INFORMATION ON THE ENLARGED GROUP 8 Information on the Company 8 Information onInspired 8 Information on theBoard 13 Structure of the Acquisition 15 Details of the Placing and use of proceeds 15 Dividend policy 16 Lock-inand orderly marketarrangements 16 Corporate governance and compliance 16 Admission, settlement and dealings 17 CREST 17 Taxation 17 City Code 17 Further information 18 PART II RISK FACTORS 19 PART III HISTORICAL FINANCIAL INFORMATION ON THE COMPANY 24 PART IV HISTORICAL FINANCIAL INFORMATION ONINSPIRED 28 PART V ADDITIONAL INFORMATION 50 DEFINITIONS 80 2 DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors Robert(Bob)Holt (Non-Executive Chairman) Michael(Mike)Fletcher (Executive Director) David Foreman (Executive Director) Proposed Directors Janet Thornton (Proposed Managing Director) Matthew Thornton (Proposed Sales Director) Company Secretary Gateley Secretaries Limited Registered Office 29 Progress Park Orders Lane Kirkham Lancashire PR4 2TZ Nominated Adviser Shore Capital and Corporate Limited Bond Street House 14 Clifford Street London W1S 4JU Broker Shore Capital Stockbrokers Limited Bond Street House 14 Clifford Street London W1S 4JU Auditors and Reporting Grant Thornton UK LLP Accountants 4 Hardman Square Spinningfields Manchester M3 3EB Solicitors to the Company Gateley (Manchester) LLP Ship Canal House 98 King Street Manchester M2 4WU Solicitors to the Placing DMH Stallard LLP 6 New Street Square New Fetter Lane London EC4A 3BF Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Company website www.inspiredenergy.co.uk 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document 23November2011 Admission and commencement of dealings in the Existing Ordinary Shares and the New Ordinary Shares on AIM 28November 2011 CREST stock accounts credited in respect of New Ordinary Shares 28November 2011 Despatch of definitive share certificates in respect of New Ordinary Shares to be held in certificated form by 5December2011 PLACING STATISTICS Number of Existing Ordinary Shares 64,399,996 Number of Consideration Shares to be issued 163,700,179 Number of Subscription Shares to be issued 14,400,002 Number of Placing Sharesto beissued 111,651,668 Placing Price 3p Gross proceeds of the Placing £3,349,550 Number of Ordinary Shares in issue following the Placing, Subscriptionand Acquisition 354,151,845 Market capitalisation of the Company at the Placing Price following Admission £10,624,555 Placing Sharesas a percentage of the Enlarged Share Capital 31.5% ISIN GB00B5TZC716 SEDOL B5TZC71 FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Enlarged Group’s financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof, are forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Enlarged Group’s control that could cause the actual results, performance, achievements of or dividends paid by, the Enlarged Group to be materially different from future results, performance or achievements, or dividend payments expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Enlarged Group’s present and future business strategies and the environment in which the Enlarged Group will operate in the future. These forward looking statements speak only as of the date of this document. 4 KEY INFORMATION Introduction The Company was established in May 2011 by Mike Fletcher and David Foreman as a platform to acquire companies in the UK energy services sector with strong management teams and the opportunity for rapid growth. In line with its strategy, the Company has entered into a conditional agreement to acquire the entire issued share capital of Inspired, a respected energy procurement and management company. Background on Inspired Inspired was founded by Janet Thornton in June 2000 and is based in Kirkham, Lancashire. Inspired is a provider of energy purchasing and energy consultancy services to corporate energy users. Through optimising energy procurement strategies, Inspired enables clients to achieve greater certainty or cost efficiency in respect of their energy costs. Inspired advises on and procures energy (gas and/or electricity) contracts for its customers with energy suppliers. On commencement of a contract, Inspired generates commission based on the customer’s energy consumption, subject to a minimum consumption level. Inspired’s commissions are solely dependent on the client’s overall energy consumption levels and as a result Inspired’s revenue stream is not impacted by energy commodity price fluctuations. Inspired’s service offering Inspired offers five main services to its customers: • Energy Review and Benchmarking – analysing the energy needs of the customer and tailoring a cost efficient energy procurement strategy; • Energy purchasing– developing individual buying strategies on fixed, flexible or risk managed basis along with negotiation and energy procurement from suppliers in line with client strategy; • Bill Validation – a review of all invoices to ensure that correct charges have been made by the suppliers; • Historical Audits– validation of historical billing rates to ensure compliance with the published tariffs and pass through charges throughout the supply periods; and • CRC reporting – production of management information for customers to comply with Carbon Reduction Commitment (CRC) legislation. Inspired currently manages and negotiates approximately 800 gas and electricity supply agreements on behalf of approximately 460customers. Inspired’s product offering Fixed contracts Approximately half of Inspired’s energy procurement solutions are fixed price contracts. This provides the customer full budgetary certainty for the period, usually 12, 24 or 36 months. The costs of energy are fixed for the duration of the contract and are based on the tariff structures available on the energy market at the time of signing the contract. Flexible contracts Inspired has negotiated exclusive arrangements with some of its suppliers to offer mid-term reviews to its customers on fixed contracts, whereby at the customer’s discretion, the client is able to return to the market at the mid-point of the contract. If a mid-term review is taken up, the contract with the supplier is extended for a further twelve months. This allows customers the certainty of pricing with an upside exposure to potential energy price falls. 5 In addition, Inspired offers its customers a budget defender, whereby customers purchase 100 per cent. of their energy in advance but have the ability to renegotiate the rates if energy prices move in their favour. This renegotiation can be undertaken as late as five days ahead of the contract start date. A further contract is available to customers whereby the day and night unit rates are fixed for electricity but the standing charges for supply over the National Grid and distribution networks are charged at the prevailing rates as and when they fall due. Risk managed purchasing contracts Under risk managed purchasing contracts, customers are not subject to fixed energy prices. A customer is able to agree the ‘collars and cuffs’ for a fixed period as well as the standing charges. The parameters setting the level of risk are set by the customer. The additional flexibility provided by these purchasing contracts is offset by a corresponding increased level of risk as the client is exposed to market fluctuations in energy prices. Inspired assumes no risk on this type of contract and obtains a commission on the contract in the same manner as all other contracts. As at30 June 2011, Inspired’s contract mix for 2011 was as follows: fixed contracts (52 per cent.), flexible contracts (46 per cent.) and risk managed (2 per cent.). Lead generation and sales process Inspired generates its leads from an external database which is tailored for Inspired. In addition, Inspired has, since inception, developed its own large internal database of customers and targets with whom it has an ongoing dialogue. Inspired uses proprietary software to review, audit and analyse energy usage to determine and identify appropriate buying strategies for each corporate client. Based on this strategy and energy consumption profile, Inspired obtains quotes from energy suppliers using knowledge of current market prices to negotiate terms on behalf of the client. Inspired performs open tenders with energy suppliers and is able to source offers from each of the “big six” suppliers – namely British Gas, EDF Energy, E.ON Energy, Npower, Scottish and Southern Energy and Scottish Power. Inspired also obtains quotes from growing suppliers to the UK market such as Regent Gas and Gaz Prom. Customers Typically, customers of Inspired have the following characteristics: • 50 to 250 employees; • use of half hourly meters; • sufficient energy usage (above 2,000 MWh) and complexity to warrant third party intermediary (“TPI”) involvement; and • do not have own in-house energy procurement teams. UK energy consultancy market Energy is an increasing business cost and UK non-domestic energy prices have increased rapidly in the last decade with electricity prices more than doubling since 2004 rising from 3.1p/kwh to 6.5p/kwh. Gas prices have also increased from 0.96p/kwh to 1.74p/kwh in the same period. The Board believes that the UK energy consultancy market, in which Inspired operates, is attractive as many businesses look to external service providers (known as TPIs) for support. Already approximately 70 per cent. of companies are currently procuring energy through a TPI. TPIs are regarded by corporates as being an easier procurement route than going directly to the energy suppliers as they provide quick and simple access to a wide variety of packages, allowing companies to achieve the optimal solution in an efficient 6 manner. Furthermore, many energy suppliers are no longer willing to deal directly with SMEs, or even small brokers, and regard larger TPIs as a much more effective route to market. Financial information on Inspired The following information has been extracted from the financial information of Inspired and should be read in conjunction with the historical financial information contained within Part I and Section B of Part IV. (£’000) Year ended 30 June 2011 2010 2009 Revenue 2,861 2,153 1,448 EBITDA 1,297 504 417 Adjusted EBITDA 1,590 1,097 510 Board The directors of the Company as at the date of this document comprise Bob Holt, Mike Fletcher and David Foreman. On Admission, Bob Holt will be appointed as Non-executive Chairman, Mike Fletcher will be appointed as a Non-executive Director and David Foreman will be appointed as Finance Director of the Enlarged Group.In addition,Janet Thornton and Matthew Thornton will be appointed to the Board. Janet Thornton will be appointed Managing Directorof the Enlarged Group. Janet is the founder of Inspired and has had a successful career with a number of energy consultancies such as PCMG, McKinnon & Clarke and Utility Auditing. Janet was responsible for the creation of bespoke, exclusive supply contracts which many of Inspired’s clients have benefited from. Janet still negotiates supply contracts for significant energy users such as United Castbar Limited, Mexichem UK Limited, TMD Friction UK Limited and Seven Seas Limited. Matthew Thornton will be appointed Sales Directorof the Enlarged Group. Matthew joined Inspired in 2002. In 2005, he established Inspired’s ‘risk managed’ division, which to date has advised on the procurement of energy on behalf of Inspired’s customers with a supply contract value of in excess of £100 million. Matthew and his team have a 100 per cent. client retention rate in this division, which includes customers such as Bombardier Transportation UK Ltd, Brenntag Group, Interfloor Limited and Wedge Group Galvanizing Limited. Structure of Acquisition Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire Inspired for consideration comprising cash of £7.38 million together with the issue to the Vendors of 163,700,179 new Ordinary Shares representing46.22per cent. of the Enlarged Share Capital of the Company on Admission. Details of the Placing and Subscription and use of proceeds Pursuant to the Placing the Company is proposing to raise £3.35 million (before expenses) by the issue of 111,651,668 new Ordinary Shares at the Placing Price. The net proceeds of the Placing are expected to be £2.49 million. The Company has raised £218,450 and has binding commitments for a further £432,000 of funds pursuant to the Subscription. The proceeds of the Subscription and Placing will be used to fund the cash consideration for the Acquisition and otherwise for working capital purposes. Terms of the Facility The Company has entered into a Facility Agreement with the Bank to provide the Company with a £3.5 million loan facility. The Facility will be used to finance the Acquisition. Dividend policy The Board intends to pay a maiden dividend in respect of the financial year ending 31 December 2012 and intends to adopt a progressive dividend policy thereafter. 7 PART I INFORMATION ON THE ENLARGED GROUP 1. Information on the Company The Company was established in May 2011 by Mike Fletcher and David Foreman as a platform to acquire companies in the UK energy services sector with strong management teams, solid fundamentals and the opportunity for rapid growth. Since that date, the Company has raised £218,450 and has binding commitments for a further £432,000 of funds pursuant to the Subscription in order to complete the due diligence on potential target businesses and as working capital. In line with its strategy, the Company has entered into a conditional agreement to acquire the entire issued share capital ofInspired, a respected energy procurement and management company. 2. Information onInspired Inspired was founded by Janet Thornton in June 2000 and is based in Kirkham, Lancashire. Inspired is a provider of energy purchasing and energy consultancy services to corporate energy users. Through optimising energy procurement strategies, Inspired enables clients to achieve greater certainty or cost efficiency in respect of their energy costs. Inspired advises on and procures energy (gas and/or electricity) contracts for its customers with energy suppliers. On commencement of a contract, Inspired generates commission based on the customer’s energy consumption, subject to a minimum consumption level. Inspired’s commissions are solely dependent on the client’s overall energy consumption levels and as a result Inspired’s revenue stream is not impacted by energy commodity price fluctuations. Inspired offers five main services to its customers: • Energy Review and Benchmarking– analysing the energy needs of the customer and tailoring a cost- efficient energy procurement strategy; • Energy purchasing –developing individual buying strategies on fixed, flexible or risk managed basis along with negotiation and energy procurement from suppliers in line with client strategy; • Bill Validation – a review of all invoices to ensure that correct charges have been made by the suppliers; • Historical Audits–validation of historical billing rates to ensure compliance with the published tariffs and pass through charges throughout the supply periods; and • CRC reporting – production of management information for customers to comply with Carbon Reduction Commitment(CRC)legislation. Inspired currently manages and negotiates approximately 800 gas and electricity supply agreements on behalf ofapproximately460customers. Inspired seeks to individually tailor each contract between the client and energy supplier to best suit the client’s needs. The Board believes that Inspired’s key strengths are its ability to offer access to attractive pricing and/or exclusive contracts with energy suppliers and effective buying strategies based on market intelligence. Inspired has 31 employees, split between the sales department, the analytical team and administration in addition to central functions such as finance.Employee numbers have consistently grown over the life of the business and the majority of staff have been trained by Inspired. Inspired has benefitted from low rates of staff turnover. 8 2.1 Overview ofInspired’s business 2.1.1 ProductOffering Inspiredarranges threetypes of contracts available to them from the energy suppliers: Fixed contracts Approximately half of Inspired’s energy procurement solutions are fixed price contracts. This provides the customer full budgetary certainty for the period, usually 12, 24 or 36 months. The costs of energy are fixed for the duration of the contract and are based on the tariff structures available on the energy market at the time of signing the contract. Flexible contracts Inspired has negotiated exclusive arrangements with some of its suppliers to offer mid-term reviews to its customers on fixed contracts, whereby at the customer’s discretion, the client is able to return to the market at the mid-point of the contract. If a mid-term review is taken up the contract with the supplier is extended for a further twelve months. This allows customers the certainty of pricing with an upside exposure to potential energy price falls. In addition, Inspired offers its customers a budget defender, whereby customers purchase 100 per cent. of their energy in advance but have the ability to renegotiate the rates if energy prices move in their favour before commencement of the contract. This renegotiation can be undertaken as late as five days ahead of the contract start date. A furthertype of flexiblecontract is available to customers whereby the day and night unit rates are fixed for electricity but the standing charges for supply over the National Grid and distribution networks are charged at the prevailing rates as and when they fall due. Riskmanaged purchasing contracts Under risk managed purchasing contracts, customers are not subject to fixed energy prices. A customer is able to agree the ‘collars and cuffs’ for a fixed period as well as the standing charges. The parameters setting the level of risk are set by the customer. The additional flexibility provided by these purchasing contracts is offset by a corresponding increased level of risk as the client is exposed to market fluctuations in energy prices. Inspired’s ‘risk managed’ analysts constantly monitor the energy market and provide information and advice to clients to allow them to manage their portfolio appropriately by buying their energy either day-ahead, month-ahead or seasonally. Inspired assumes no risk on this type of contract and obtains a commission on the contract in the same manner as all other contracts. As at 30 June 2011, Inspired’s contract mix for 2011 was as follows: fixed contracts (52 per cent.), flexible contracts (46per cent.) and risk managed (2per cent.). 2.1.2 Lead generation Inspired generates its leads from an externaldatabase which is tailoredforInspired taking into account considerations such as turnover, industry sector and number of employees. In addition, Inspired has, since inception, developed its own large internal database of customers and targets with whom it has an ongoing dialogue. Inspired utilises the combined database through its bespoke software to initiate contact with target clients and follow up on leads. The software allows the sales team to pool information collected to each customer’s individual records in order to maximise the efficiency of the sales process and ensure that timely follow ups are carried out. 2.1.3 Sales Process Inspired offers an energy consultancy service to potential clients, analysing the historic half- hourly energy usage data and outlining potential energy procurement strategies which may 9 reduce their energy bills. In addition, Inspired will use the client’s energy usage profile to assist in managing the client’s exposure to energy price volatility. Inspired usesproprietarysoftwareto review, audit and analyse energy usage to determine and identify appropriate buying strategies for each corporate client. Based on this strategy and energy consumption profile, Inspired obtains quotes from energy suppliers using knowledge of current market prices to negotiate terms on behalf of the client. The analytical team also constantly monitors the energy and commodity markets to establish buying opportunities for their clients, as timingof energy purchasing for customersis key. Inspired works with the client to determine their individual purchasing criteria, such as appetite for risk and potential exposure to energy price volatility. Based on this, the quotes can be refined and negotiated further to obtain the best available package for the client. Inspired performsopen tenderswith energy suppliersand is able to source offers fromeach of the “big six” suppliers – namely British Gas, EDF Energy, E.ON Energy, Npower, Scottish and Southern Energy and Scottish Power. Inspired also obtains quotes from growing suppliers to the UK market such as Regent Gas and Gaz Prom. The contract for energy supply is directly between the client and the energy supplier and usually lasts for 12, 24 or 36 months. The commission that Inspired earns on each contract is negotiated directly with the energy supplier at the time of obtaining prices for the client and is subject to a service agreement between the energy supplier and Inspired. Regardless of the contract type that the client selects commission is earned by Inspired based on energy consumption. 2.1.4 Bill Validation Once a contract has commenced, all customers are offered a complementary bill validation service to ensure that the charges on their invoices are correct. Using the bespoke energy billing monitoring software, Inspired is able to validate each client’s bill based on the energy usage data extracted directly from the client’shalf hourlymeters and the agreed pricing structure. This service is valuable to both customers and Inspired as any problems with invoicing are noted and can be rectified at an early stage and there is no delay in Inspired receiving commissionsfrom the suppliers. The Proposed Directors believe that the software used is superior to that used by Inspired’s competitors due to its bespoke nature and because it is designed specifically for energy bill validation whereas many competitors lease generic bill analysis software. Inspired’s software was designed specifically for it by a specialist third party software provider. The intellectual property in the software is owned exclusively by Inspired. 2.1.5 Customers Inspired focuses on mid-sized companies whichthe Board believeshave a proportionally large energy usage relative to their size. There is limited individual customer concentration risk for Inspired in revenue terms. In addition, historically Inspired has maintained high levels of customer retention with an average retention rate of approximately 70 per cent. from January 2008 to July 2011. Typically, customers of Inspired have the following characteristics: • 50 to 250 employees; • use of half hourly meters; • sufficient energy usage (above 2,000 MWh) and complexity to warrant third party intermediary (“TPI”)involvement; and • do not have own in-house energy procurement teams. 10