TIDMINSC
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
Publication of revised offer document
13 July 2015
Following the announcement on 9 July 2015 by the board of
Bentley Park (UK) Limited ("Bentley") and the board of Inspired
Capital plc ("Inspired Capital") regarding their 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 at a price of 21.5 pence per Inspired Capital Share (the
"Recommended Increased Offer"), Bentley announces that a revised
offer document relating to the Recommended Increased Offer (the
"Recommended Increased Offer Document") has been published today
and is being posted to Inspired Capital Shareholders together with
the associated Form of Acceptance.
The Recommended Increased Offer values the existing issued
ordinary share capital of Inspired Capital at approximately GBP47.1
million. The Recommended Increased Offer Price of 21.5 pence in
cash per Inspired Capital Share 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).
The Recommended Increased Offer will be open for acceptance
until 1.00 p.m. (London time) on 27 July 2015. The procedure for
acceptance of the Recommended Increased Offer is set out in
paragraph 14 of the letter from Bentley contained in Part II of the
Recommended Increased Offer Document and, in respect of
certificated Inspired Capital Shares, is further described in the
Form of Acceptance.
The Recommended Increased Offer is subject to the terms and
conditions set out in the Original Offer Document (as amended by
the Recommended Increased Offer Document). The Original Offer
Document, the Recommended Increased Offer Document and the Form of
Acceptance are published on www.bentleyparkltd.com and on
www.inspiredcapitalplc.com whilst the Recommended Increased Offer
remains open for acceptance.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Recommended Increased
Offer Document, unless stated otherwise.
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 Original 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 Original 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 Original 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 City 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 City 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.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150713005498/en/
This information is provided by Business Wire
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