Bentley Park (UK) Limited Offer Update

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

13 AUGUST 2015

RECOMMENDED INCREASED OFFER FOR INSPIRED CAPITAL PLC BY BENTLEY PARK (UK) LIMITED

NOTICE OF COMPULSORY ACQUISITION

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").

On 28 July 2015, Bentley announced that the Recommended Increased Offer was unconditional in all respects having received valid acceptances in respect of 91.68 per cent. of the Inspired Capital Shares to which the Recommended Increased Offer relates and having acquired, or agreed to acquire, 93.11 per cent. of the total ordinary share capital of Inspired Capital in issue outside of treasury at that time.

Bentley announces that it is exercising its right under section 979 of the Companies Act 2006 to compulsorily acquire any Inspired Capital Shares that have not been assented to the Recommended Increased Offer, and compulsory acquisition notices are being sent to the relevant Inspired Capital Shareholders today.

Inspired Capital Shareholders may still accept the Recommended Increased Offer, which remains open for acceptance until further notice, in accordance with the procedure for acceptance set out in the Recommended Increased Offer Document.

Terms used but not defined in this announcement shall have the meaning given to them in the Recommended Increased Offer Document.

Enquiries:

Dickson Minto W.S.

Financial adviser to Bentley

Douglas Armstrong

Duncan Christison

Tel: [phone]

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.

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 Recommended Increased Offer Document and, in respect of Inspired Capital Shares held in certificated form, the 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.

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