Form 8 (OPD) - Inspired Capital plc - Replacement

LONDON--()--

Bentley Park (UK) Limited advises that the following replaces the Bentley Park (UK) Limited Form 8 (OPD) - Inspired Capital plc announcement released at 12.34 pm BST sent on 15 June 2015.

The Form 8 (OPD) announcement has been amended to include revised disclosure at sections 2(a) and 3 about Ron Robson's co-investment arrangement in relation to Bentley Park Ltd's investment in Inspired Capital plc.

All other details remain unchanged.

The full corrected version is shown below.

Amended FORM 8 (OPD)

AMENDMENT

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:  

Bentley Park (UK) Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

Bentley Park Ltd, which is ultimately beneficially owned as to 100% by the family interests of Joe Lewis.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Inspired Capital plc
(d) Is the discloser the offeror or the offeree? Offeror
(e) Date position held:

The latest practicable date prior to the disclosure

12 June 2015
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

N/A

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:   Ordinary Shares of £0.10 each

 

Interests   Short positions
Number   % Number   %
(1) Relevant securities owned and/or controlled: 37,006,432 16.9 0 0
(2) Cash-settled derivatives: 0 0 515,477* 0.2*
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0 0 0

TOTAL:

37,006,432 16.9 515,477* 0.2*

*Please see the disclosure at section 3 below.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: None

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Ron Robson, a member of the investment team at Tavistock and a director of Bentley Park (UK) Limited, has a co-investment arrangement with Bentley Park Ltd ("BPL") in relation to the investment in Inspired Capital plc. Under that arrangement, Mr Robson is entitled to receive a percentage of the net proceeds (if any) received by BPL upon the sale of its shares in Inspired Capital plc, such percentage to be equal to the value of his co-investment compared to the total value of the investment made by BPL in Inspired Capital plc. Mr Robson does not hold legal title in any of the Inspired Capital shares owned from time to time by BPL and he has no right to direct the exercise of the votes attaching to those shares or to sell or request the sale of any of those shares. Mr Robson's interest in the Inspired Capital shares held by BPL is purely economic and intended to mirror the economic returns (if any) made by BPL upon the sale of its investment in Inspired Capital plc. On the basis of the investments made to date by Mr Robson and BPL in relation to the Inspired Capital shares currently held by BPL, Mr Robson has an economic interest in the returns (if any) which may be made on the realisation of 515,477 Inspired Capital shares held by BPL.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) No
Supplemental Form 8 (SBL) No
Date of disclosure:   15 June 2015
Contact name: Ron Robson
Telephone number: 0131 618 8800

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Short Name: Bentley Park (UK) Limited
Category Code: FEE
Sequence Number: 470864
Time of Receipt (offset from UTC): 20150617T113508+0100

Contacts

Bentley Park (UK) Limited

Contacts

Bentley Park (UK) Limited