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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

CASH OFFER

FOR

INSPIRED CAPITAL PLC

BY

BENTLEY PARK (UK) LIMITED

Publication of Offer Document

25 June 2015

Following the announcement on 15 June 2015 by Bentley Park (UK) Limited ("Bentley") regarding its firm intention to make 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, Bentley announces that the Offer Document has been published today and is being posted to Inspired Capital Shareholders together with the associated Form of Acceptance.

The Offer values the existing issued ordinary share capital of Inspired Capital at approximately GBP43.8 million. The Offer Price of 20 pence in cash per Inspired Capital Share represents a premium of approximately:

 
 
    -- 40 per cent. to the Closing Price per Inspired Capital Share of 14.25 

pence on 21 May 2015 (being the last Business Day prior to the date on

which Bentley first approached Inspired Capital about the Offer);

 
    -- 26 per cent. to the Closing Price per Inspired Capital Share of 15.88 

pence on 12 June 2015 (being the last Business Day prior to the

commencement of the Offer Period); and

 
    -- 27 per cent. to the average Closing Price per Inspired Capital Share 

of 15.69 pence for the six months ended on 12 June 2015 (being the

last Business Day prior to the commencement of the Offer Period).

The Offer will be open for acceptance until 1.00 p.m. (London time) on 16 July 2015. The procedure for acceptance of the Offer is set out in paragraph 12 of the letter from Bentley contained in the Offer Document and, in respect of certificated Inspired Capital Shares, is further described in the Form of Acceptance.

The Offer is subject to the terms and conditions set out in the Offer Document. The Offer Document and the Form of Acceptance are published on www.bentleyparkltd.com whilst the Offer remains open for acceptance.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document, unless stated otherwise.

Enquiries:

Dickson Minto W.S.

Financial adviser to Bentley

Douglas Armstrong

Tel: +44(0) 20 7628 4455

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.

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 Offer or otherwise. The Offer is being made solely by means of the 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 Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the 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 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 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 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the 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 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 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 and any other documents relating to the 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 or any other documents relating to the 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 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 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 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 are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bentley of the Offer, the expected timing and scope of the 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, Bentley cannot 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. Bentley does not assume 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 Offer

Bentley or its nominees or brokers (acting as agents) may purchase Inspired Capital Shares otherwise than under the 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 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. The contents of that website 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.

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