TIDMINSC
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 July 2015
RECOMMENDED INCREASED CASH OFFER
for
INSPIRED CAPITAL PLC
by
BENTLEY PARK (UK) LIMITED
Recommended increased cash offer
Introduction
On 15 June 2015 Bentley Park (UK) Limited ("Bentley") announced
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 (the
"Original Offer"), to be implemented by means of a takeover offer
within the meaning of Part 28 of the Companies Act 2006. On 25 June
2015, Bentley published an offer document setting out the full
terms and conditions of the Original Offer (the "Original Offer
Document").
Recommended increased cash offer
The board of Bentley and the board of Inspired Capital are
pleased to announce that they have reached agreement on the terms
of a recommended increased cash offer to be made by Bentley for the
entire issued and to be issued ordinary share capital of Inspired
Capital not already owned, or agreed to be acquired, by Bentley
(the "Increased Offer").
Under the terms of the Increased Offer, Inspired Capital
Shareholders who accept the offer will receive 21.5 pence (the
"Increased Offer Price") in cash for each Inspired Capital Share,
valuing Inspired Capital's existing issued ordinary share capital
at approximately GBP47.1 million.
The Increased Offer Price represents a premium of
approximately:
-- 50.9 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
Original Offer);
-- 35.4 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
-- 37.0 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).
Save as set out in this announcement, the Increased Offer is
subject to the same terms and conditions as the Original Offer set
out in the Original Offer Document. The Increased Offer is a
revision to the Original Offer and shall be construed
accordingly.
In accordance with Rule 32.1 of the City Code, a revised offer
document (the "Revised Offer Document") containing details of the
Increased Offer will be published and posted to Inspired Capital
Shareholders as soon as practicable. The Revised Offer Document
will also be available on Bentley's website at
www.bentleyparkltd.com and on Inspired Capital's website at
www.inspiredcapitalplc.com.
Inspired Capital Shareholders who have previously validly
accepted Bentley's Original Offer at 20 pence for each Inspired
Capital Share (and have not withdrawn those acceptances) will
automatically be deemed to have accepted the terms of the Increased
Offer by virtue of their prior acceptances and therefore need take
no further action.
Recommendation of the Increased Offer
The directors of Inspired Capital, who have been so advised by
Altium Capital Limited, have given due consideration to numerous
factors set out in the Original Offer Document and consider the
terms of the Increased Offer to be fair and reasonable. In
providing advice to the directors of Inspired Capital, Altium
Capital Limited has taken into account the commercial assessments
of the directors of Inspired Capital. Altium Capital Limited is
providing independent financial advice to the directors of Inspired
Capital for the purposes of Rule 3 of the City Code.
The board of Inspired Capital believes that the Increased Offer
presents an opportunity for Inspired Capital Shareholders to
realise a significant premium 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), as
well as a significant premium 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). In addition the Increased Offer also provides
a 16.9 per cent. premium to the net asset value of 18.4 pence as
per Inspired Capital's latest published annual accounts for the
year ended 31 December 2014. Given the concentration of
shareholdings amongst a small number of Inspired Capital
Shareholders and relative lack of liquidity in Inspired Capital
Shares, the directors of Inspired Capital believe that the
Increased Offer presents an opportunity for Inspired Capital
Shareholders to crystallise value for their shareholdings which may
not be achieved in the short term if Inspired Capital was to remain
independent and quoted on AIM.
Accordingly, the directors of Inspired Capital unanimously
recommend that Inspired Capital Shareholders accept the Increased
Offer, as they have irrevocably undertaken to do (or procure to be
done) in respect of their own beneficial holdings of Inspired
Capital Shares of, in aggregate, 6,671,810 Inspired Capital Shares,
representing in aggregate approximately 3.05 per cent. of the
existing issued ordinary share capital of Inspired Capital. Further
details of these irrevocable undertakings are set out below and in
Appendix II to this announcement.
Irrevocable undertakings and letter of intent
Bentley has received irrevocable undertakings to accept (or,
where applicable, to procure acceptance of) the Increased Offer
from all of the directors of Inspired Capital who hold Inspired
Capital Shares in respect of their entire beneficial holdings of
Inspired Capital Shares amounting to, in aggregate, 6,671,810
Inspired Capital Shares, representing in aggregate approximately
3.05 per cent. of the existing issued ordinary share capital of
Inspired Capital.
Bentley has also received irrevocable undertakings to accept
(or, where applicable, to procure acceptance of) the Increased
Offer from Henderson Global Investors, Professor Mark Ferguson and
Dr Sharon O'Kane in respect of, in aggregate, 78,069,165 Inspired
Capital Shares, representing in aggregate approximately 35.64 per
cent. of the existing issued ordinary share capital of Inspired
Capital.
Bentley has also received a letter of intent to accept the
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 existing issued ordinary share capital of Inspired
Capital.
Accordingly, Bentley has received irrevocable undertakings to
accept (or, where applicable, procure acceptance of) the Increased
Offer and a letter of intent to accept the Increased Offer in
respect of, in aggregate, 103,739,928 Inspired Capital Shares,
representing in aggregate approximately 47.36 per cent. of the
existing issued ordinary share capital of Inspired Capital.
Further details regarding all of the irrevocable undertakings
received by Bentley (including details of the circumstances in
which the irrevocable undertakings will cease to be binding) are
set out in Appendix II to this announcement. The board of Inspired
Capital has agreed to each of these irrevocable undertakings and
the letter of intent received by Bentley for the purposes of Rule
5.2(c) of the City Code.
Financing of the Increased Offer
Bentley will finance the Increased Offer from the existing cash
resources of the Bentley Group.
Dickson Minto W.S., as financial adviser to Bentley, is
satisfied that sufficient cash resources are available to Bentley
to satisfy the cash consideration payable to Inspired Capital
Shareholders in the event of full acceptance of the Increased
Offer.
Level of acceptances and the Share Exchange Agreement
As at 3.00 p.m. (London time) on 8 July 2015, Bentley had
received valid acceptances of the Original Offer in respect of, in
aggregate, 3,467,182 Inspired Capital Shares (representing in
aggregate approximately 1.58 per cent. of the existing issued
ordinary share capital of Inspired Capital), all of which may be
counted towards satisfaction of the Acceptance Condition under the
Increased Offer. No acceptances had been received from Inspired
Capital Shareholders acting in concert with Bentley.
As previously disclosed, Bentley Park, the parent company of
Bentley and acting in concert with Bentley, owns 37,521,909
Inspired Capital Shares, representing approximately 17.13 per cent.
of the existing issued ordinary share capital of Inspired Capital
and, pursuant to the Share Exchange Agreement, Bentley has agreed
to acquire all of those Inspired Capital Shares immediately upon
the Increased Offer becoming unconditional in all respects.
In addition, as disclosed above, Bentley has received
irrevocable undertakings and a letter of intent from Inspired
Capital Shareholders to accept or procure the acceptance of the
Increased Offer in respect of, in aggregate, 103,739,928 Inspired
Capital Shares, representing in aggregate approximately 47.36 per
cent. of the existing issued ordinary share capital of Inspired
Capital.
Accordingly, Bentley has either received valid acceptances of
the Original Offer which it may count towards the satisfaction of
the Acceptance Condition under the Increased Offer, agreed to
acquire, or received irrevocable undertakings and a letter of
intent in respect of, in aggregate, 144,729,019 Inspired Capital
Shares, representing in aggregate approximately 66.07 per cent. of
the existing issued ordinary share capital of Inspired Capital.
Extension of the Increased Offer
Bentley announces that the Increased Offer is being extended and
will remain open for acceptance until 1.00 p.m. (London time) on
the next closing date of the Increased Offer, which will be 14 days
following the date on which the Revised Offer Document is
published.
Any further extensions of the Increased Offer will be publicly
announced no later than 8.00 a.m. (London time) on the Business Day
following the date on which the Increased Offer was otherwise due
to expire, or such later date or time as the Panel may agree.
Inspired Capital Shareholders who have not yet accepted the
Original Offer and who wish to accept the Increased Offer are urged
to do so as soon as possible and, in any event, by no later than
1.00 p.m. (London time) on the next closing date in accordance with
the procedures for acceptance set out below and in the Revised
Offer Document.
Acceptance procedures
To accept the Increased Offer in respect of certificated
Inspired Capital Shares, the revised 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 and, in any event, so as to
be received by Capita Asset Services, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by not later
than 1.00 p.m. (London time) on the date falling 14 days following
the date of publication of the Revised Offer Document.
Acceptances in respect of uncertificated Inspired Capital Shares
should be made through CREST so that the TTE Instruction settles by
not later than 1.00 p.m. (London time) on the date falling 14 days
following the date of publication of the Revised Offer Document. 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
Increased Offer will be set out in the Revised Offer Document (and,
in the case of Inspired Capital Shareholders who hold their
Inspired Capital Shares in certificated form, in the revised Form
of Acceptance which will accompany the Revised Offer Document).
Inspired Capital Shareholders should carefully read the Revised
Offer Document in its entirety before making a decision with
respect to the Increased Offer.
If Inspired Capital Shareholders have any questions relating to
the procedure for acceptance of the Increased Offer 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.
Terms and expressions used in this announcement shall, unless
otherwise defined herein, have the same meanings as given to them
in the Original Offer Document, a copy of which is available on
Bentley's website at www.bentleyparkltd.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 Increased Offer or otherwise. The Increased Offer is being
made solely by means of the Original Offer Document, the Revised
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 Increased Offer, including
details of how the Increased Offer may be accepted. Any decision in
respect of, or other response to, the 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 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 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 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
Increased Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The receipt of cash pursuant to the 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 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 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 Original Offer
Document, the Revised Offer Document and any other documents
relating to the 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 Original Offer Document, the Revised Offer Document or any
other documents relating to the 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 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 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 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 Increased Offer, the
expected timing and scope of the 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 Increased Offer
Bentley or its nominees or brokers (acting as agents) may
purchase Inspired Capital Shares otherwise than under the 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 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.
APPENDIX I
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the bases of calculation and sources of
information are used as described below.
1. References to the existing issued ordinary share capital of
Inspired Capital and the existing issued Inspired Capital Shares
are to the number of Inspired Capital Shares in issue outside
treasury as at 9 July 2015 (as disclosed in Inspired Capital's
announcement made on that date), which was 219,040,094 Inspired
Capital Shares (and, for the avoidance of doubt, excludes the
44,951,780 Inspired Capital Shares held in treasury at that
date).
2. Unless otherwise stated, all Closing Prices have been derived
from the AIM Appendix to the London Stock Exchange Daily Official
List.
3. Financial information relating to Inspired Capital referred
to in this announcement has been extracted or derived (without any
adjustment) from the audited annual report and accounts of Inspired
Capital for the financial year ended 31 December 2014.
APPENDIX II
IRREVOCABLE UNDERTAKINGS
Director irrevocable undertakings
The following directors of Inspired Capital have given
irrevocable undertakings to Bentley to accept (or procure
acceptances of) the Increased Offer in respect of the following
interests in Inspired Capital Shares:
Name Number of Inspired Per cent. of Number of
Capital Shares Inspired Inspired
Capital's Capital Shares
existing under option
issued ordinary or award
share
capital
Roger McDowell 2,931,851 1.34 -
Jeremy Coombes 2,890,206 1.32 1,800,000
David Blain 735,003 0.34 1,642,802
Jamie Brooke 114,750 0.05 -
Total 6,671,810 3.05 3,442,802
Shareholder irrevocable undertakings
The following Inspired Capital Shareholders (in addition to the
directors of Inspired Capital referred to above) have given
irrevocable undertakings to Bentley to accept (or procure
acceptances of) the Increased Offer in respect of the following
interests in Inspired Capital Shares:
Name Number of Inspired Per cent. of Number of
Capital Shares Inspired Inspired
Capital's Capital Shares
existing under option
issued ordinary or award
share
capital
Henderson Global 58,162,172 26.55 -
Investors
Professor Mark 12,432,476 5.68 -
Ferguson
Dr Sharon O'Kane 7,474,517 3.41 -
Total 78,069,165 35.64 -
The irrevocable undertakings given by the directors of Inspired
Capital and the other Inspired Capital Shareholders listed above
will, in each case, cease to be binding in the event that the
Increased Offer lapses or is withdrawn.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150709005741/en/
This information is provided by Business Wire
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