Offer Update

LONDON--()--

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED INCREASED CASH OFFER

FOR

INSPIRED CAPITAL PLC

BY

BENTLEY PARK (UK) LIMITED

Recommended Increased Offer declared unconditional in all respects and extension of the Recommended Increased Offer

28 July 2015

Introduction

On 25 June 2015, Bentley Park (UK) Limited ("Bentley") published an offer document setting out the terms and conditions of a cash offer for the entire issued and to be issued ordinary share capital of Inspired Capital plc ("Inspired Capital") not already owned, or agreed to be acquired, by Bentley at a price of 20 pence per Inspired Capital Share, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the "Offer") (the "Offer Document").

On 9 July 2015, the board of Bentley and the Board of Inspired Capital announced a recommended increased offer (the "Recommended Increased Offer") at a price of 21.5 pence per Inspired Capital Share which was made by means of a revised offer document published on 13 July 2015 (the "Recommended Increased Offer Document").

Level of acceptances

As at 1.00 p.m. (London time) on 27 July 2015, Bentley had received valid acceptances of the Recommended Increased Offer in respect of 166,425,420 Inspired Capital Shares (representing approximately 75.98 per cent. of the total ordinary share capital of Inspired Capital in issue outside of treasury), all of which may be counted towards satisfaction of the acceptance condition of the Recommended Increased Offer. No acceptances had been received from Inspired Capital Shareholders acting in concert with Bentley.

In addition, on 27 July 2015 Bentley acquired 37,521,909 Inspired Capital Shares (representing approximately 17.13 per cent. of the total ordinary share capital of Inspired Capital in issue outside of treasury) pursuant to the Share Exchange Agreement.

Accordingly, as at 1.00 p.m. (London time) on 27 July 2015, Bentley either had acquired or had received valid acceptances of the Recommended Increased Offer in respect of, in aggregate, 203,947,329 Inspired Capital Shares (representing approximately 93.11 per cent. of the total ordinary share capital of Inspired Capital in issue outside of treasury).

Irrevocable undertakings

As at 1.00 p.m. (London time) on 27 July 2015, Bentley had received valid acceptances of the Recommended Increased Offer in respect of 82,346,374 Inspired Capital Shares (representing approximately 37.59 per cent. of the total issued ordinary share capital of Inspired Capital in issue outside of treasury) from the following Inspired Capital Shareholders who gave irrevocable undertakings to accept the Recommended Increased Offer:

   
Inspired Capital Shareholder   Number of Inspired Capital Shares   % of Inspired Capital's ordinary share capital in issue outside of treasury
Henderson Global Investors   58,162,172   26.55%
Professor Mark Ferguson   12,432,476   5.68%
Dr Sharon O'Kane   7,474,517   3.41%
Roger McDowell   2,931,851   1.34%
Jeremy Coombes   610,355   0.28%
David Blain   735,003   0.34%
 

As at 1.00 p.m. (London time) on 27 July 2015, Bentley had not received valid acceptances of the Recommended Increased Offer in respect of 2,394,601 Inspired Capital Shares (representing approximately 1.09 per cent. of the total issued ordinary share capital of Inspired Capital in issue outside of treasury) from the following Inspired Capital Shareholders who gave irrevocable undertakings to accept the Recommended Increased Offer:

       
Inspired Capital Shareholder     Number of Inspired Capital Shares     % of Inspired Capital's ordinary share capital in issue outside of treasury
Jeremy Coombes     2,279,851     1.04%
Jamie Brooke     114,750     0.05%
 

Bentley understands that the granters of these irrevocable undertakings have instructed their relevant nominees to accept the Recommended Increased Offer in respect of the shares listed above but such acceptances had not been validly received by 1.00 p.m. (London time) on 27 July 2015.

Letter of Intent

Prior to the announcement of the Recommended Increased Offer, Bentley had also received a letter of intent to accept the Recommended Increased Offer from J.P.Morgan Asset Management in respect of 18,998,953 Inspired Capital Shares (representing approximately 8.67 per cent. of the total ordinary share capital of Inspired Capital in issue outside of treasury). As at 1.00 p.m. (London time) on 27 July 2015, Bentley had received valid acceptances of the Recommended Increased Offer in respect of 18,998,953 Inspired Capital Shares (representing approximately 8.67 per cent. of the total ordinary share capital of Inspired Capital in issue outside of treasury) in connection with the letter of intent.

Recommended Increased Offer unconditional in all respects

Following receipt of the above acceptances, Bentley is pleased to announce that the Recommended Increased Offer has become unconditional as to acceptances. Bentley also confirms that all remaining conditions to the Recommended Increased Offer have now either been satisfied or waived. Accordingly, Bentley is pleased to announce that the Recommended Increased Offer is declared unconditional in all respects.

Extension of the Recommended Increased Offer

Bentley further announces that the Recommended Increased Offer is being extended and will remain open for acceptance until further notice.

Inspired Capital Shareholders who have not yet accepted the Recommended Increased Offer are urged to do so as soon as possible.

Acceptance procedure

To accept the Recommended Increased Offer in respect of certificated Inspired Capital Shares, the Form of Acceptance should be completed in accordance with the instructions printed on it, signed and returned together with your share certificate(s) or other documents of title as soon as possible to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Acceptances in respect of uncertificated Inspired Capital Shares should be made through CREST. If you are a CREST sponsored member you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

Further details of the procedures for the acceptance of the Recommended Increased Offer are set out in paragraph 14 of the letter from Bentley contained in Part II of the Recommended Increased Offer Document and in Parts C and D of Appendix I of the Offer Document (as amended by Appendix I to the Recommended Increased Offer Document).

If Inspired Capital Shareholders have any questions relating to the procedure for acceptance or the completion and return of the Form of Acceptance, they should call Capita Asset Services on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399. 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. Capita Asset Services is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Interests in Inspired Capital Shares

As at 1.00 p.m. (London time) on 27 July 2015 (and following completion of the transactions contemplated in the Share Exchange Agreement), Bentley had an interest in Inspired Capital Shares as follows:

           
Name     Nature of Interest     Number of Inspired Capital Shares     % of Inspired Capital's ordinary share capital in issue outside of treasury
Bentley Park (UK) Limited     Ownership of 10 pence ordinary shares     37,521,909     17.13%
 

Save as disclosed in this announcement, as at 1.00 p.m. (London time) on 27 July 2015 neither Bentley, nor any person acting in concert with it, was interested in, or had any rights to subscribe for, any relevant securities of Inspired Capital, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Inspired Capital. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Inspired Capital and any borrowing or lending of any relevant securities of Inspired Capital which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Inspired Capital.

De-listing and re-registration of Inspired Capital

Having received valid acceptances in respect of Inspired Capital Shares which, together with the Inspired Capital Shares acquired, or agreed to be acquired, before or during the Offer Period by Bentley, represent more than 75 per cent. of the voting rights attaching to the Inspired Capital Shares, Bentley intends to procure that Inspired Capital will make an application for the cancellation of the admission to trading on AIM of the Inspired Capital Shares.

It is expected that such cancellation will take effect no earlier than 20 Business Days after the date on which the relevant application is made to the London Stock Exchange. Bentley will procure that Inspired Capital makes an announcement through a Regulatory Information Service at the appropriate time confirming that the notice period has commenced and the anticipated date of cancellation.

Cancellation of admission to trading on AIM is likely to reduce significantly the liquidity and marketability of any Inspired Capital Shares in respect of which the Recommended Increased Offer has not at such time been accepted.

It is also intended that Bentley will seek to re-register Inspired Capital as a private limited company following the cancellation of the admission to trading on AIM of the Inspired Capital Shares.

Compulsory Acquisition

As Bentley has received acceptances of the Recommended Increased Offer in respect of, and/or otherwise acquired (together with those acting in concert with it), more than 90 per cent. of the Inspired Capital Shares to which the Recommended Increased Offer relates and more than 90 per cent. or more of the voting rights attaching to such shares, Bentley intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Recommended Increased Offer, the remaining Inspired Capital Shares in respect of which the Recommended Increased Offer has not at such time been accepted.

Bentley will make an announcement through a Regulatory Information Service at the appropriate time confirming that it has exercised its right to compulsorily acquire those shares.

Settlement

Settlement for those Inspired Capital Shareholders who have validly accepted the Recommended Increased Offer by 1.00 p.m. (London time) on 27 July 2015 will be effected promptly in accordance with applicable English law and regulation, and in any event, on or before 10 August 2015.

Settlement for valid acceptances in respect of the Recommended Increased Offer received after 1.00 p.m. (London time) on 27 July 2015 will be effected promptly after receipt of those acceptances in accordance with applicable English law and regulation and, in any event, within 14 days of receipt of the relevant acceptance.

General

This announcement will shortly be available on Bentley's website at www.bentleyparkltd.com and on Inspired Capital's website at www.inspiredcapitalplc.com.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Recommended Increased Offer Document, a copy of which is available on Bentley's website at www.bentleyparkltd.com and on Inspired Capital's website at www.inspiredcapitalplc.com.

Enquiries:

Dickson Minto W.S.
Financial adviser to Bentley
Douglas Armstrong
Duncan Christison
Tel: +44(0) 20 7628 4455

Inspired Capital plc
Roger McDowell, Interim Chairman
Jeremy Coombes, Interim Chief Executive Officer
Tel: +44(0) 20 7653 9850 via Newgate

Altium Capital Limited
Rule 3 financial adviser to Inspired Capital
Phil Adams
Paul Lines
Adam Sivner
Tel: +44(0) 845 505 4343

Cenkos Securities
Nomad and broker to Inspired Capital
Max Hartley / Harry Pardoe (Corporate Finance)
Tel: +44(0) 20 7397 8900

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bentley and for no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Bentley for providing the protections afforded to clients of Dickson Minto W.S., nor for providing advice in relation to any matter referred to in this announcement.

Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Inspired Capital and for no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Inspired Capital for providing the protections afforded to clients of Altium Capital Limited, nor for providing advice in relation to any matter referred to in this announcement.

IMPORTANT NOTES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Recommended Increased Offer or otherwise. The Recommended Increased Offer is being made solely by means of the Offer Document, the Recommended Increased Offer Document and, in respect of Inspired Capital Shares held in certificated form, the revised Form of Acceptance, which contain the full terms and conditions of the Recommended Increased Offer, including details of how the Recommended Increased Offer may be accepted. Any decision in respect of, or other response to, the Recommended Increased Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Recommended Increased Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any such persons should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Recommended Increased Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Recommended Increased Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Recommended Increased Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Recommended Increased Offer by Inspired Capital Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other, tax laws. Each Inspired Capital Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Recommended Increased Offer.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Notice to US investors

The Recommended Increased Offer is being made for securities in an English company and Inspired Capital Shareholders in the United States should be aware that this announcement, the Offer Document, the Recommended Increased Offer Document and any other documents relating to the Recommended Increased Offer have been, or will be, prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information that has been or may be included in the Offer Document, the Recommended Increased Offer Document or any other documents relating to the Recommended Increased Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Recommended Increased Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel and the London Stock Exchange. Accordingly, the Recommended Increased Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Recommended Increased Offer will be made solely by Bentley and not by its financial adviser.

Both Inspired Capital and Bentley are companies incorporated under the laws of England and Wales. All of the assets of Inspired Capital and Bentley are located outside of the United States. As a result, it may not be possible for Inspired Capital Shareholders in the United States to effect service of process within the United States upon Inspired Capital or Bentley or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Inspired Capital or Bentley or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of Bentley and/or Inspired Capital (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bentley and/or Inspired Capital of the Recommended Increased Offer, the expected timing and scope of the Recommended Increased Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Bentley nor Inspired Capital can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bentley nor Inspired Capital assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

No profit forecasts or estimates

Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bentley or Inspired Capital and no statement in this announcement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Recommended Increased Offer

Bentley or its nominees or brokers (acting as agents) may purchase Inspired Capital Shares otherwise than under the Recommended Increased Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the City Code, the AIM Rules and the rules of the London Stock Exchange.

Publication on website

A copy of this announcement and other documents in connection with the Recommended Increased Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available free of charge for inspection on Bentley's website at www.bentleyparkltd.com and on Inspired Capital's website at www.inspiredcapitalplc.com. The contents of those websites are not incorporated into, and do not form part of, this announcement.

Information relating to Inspired Capital Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Inspired Capital Shareholders, persons with information rights and other relevant persons for the receipt of communications from Inspired Capital may be provided to Bentley during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c) of the City Code.

Short Name: Bentley Park (UK) Limited
Category Code: OUP
Sequence Number: 476813
Time of Receipt (offset from UTC): 20150727T231922+0100

Contacts

Bentley Park (UK) Limited

Contacts

Bentley Park (UK) Limited