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
Recommended Increased Offer declared unconditional in all
respects and extension of the Recommended Increased Offer
28 July 2015
Introduction
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").
Level of acceptances
As at 1.00 p.m. (London time) on 27 July 2015, Bentley had
received valid acceptances of the Recommended Increased Offer in
respect of 166,425,420 Inspired Capital Shares (representing
approximately 75.98 per cent. of the total ordinary share capital
of Inspired Capital in issue outside of treasury), all of which may
be counted towards satisfaction of the acceptance condition of the
Recommended Increased Offer. No acceptances had been received from
Inspired Capital Shareholders acting in concert with Bentley.
In addition, on 27 July 2015 Bentley acquired 37,521,909
Inspired Capital Shares (representing approximately 17.13 per cent.
of the total ordinary share capital of Inspired Capital in issue
outside of treasury) pursuant to the Share Exchange Agreement.
Accordingly, as at 1.00 p.m. (London time) on 27 July 2015,
Bentley either had acquired or had received valid acceptances of
the Recommended Increased Offer in respect of, in aggregate,
203,947,329 Inspired Capital Shares (representing approximately
93.11 per cent. of the total ordinary share capital of Inspired
Capital in issue outside of treasury).
Irrevocable undertakings
As at 1.00 p.m. (London time) on 27 July 2015, Bentley had
received valid acceptances of the Recommended Increased Offer in
respect of 82,346,374 Inspired Capital Shares (representing
approximately 37.59 per cent. of the total issued ordinary share
capital of Inspired Capital in issue outside of treasury) from the
following Inspired Capital Shareholders who gave irrevocable
undertakings to accept the Recommended Increased Offer:
Inspired Capital Number of Inspired % of Inspired Capital's
Shareholder Capital Shares ordinary share
capital in issue outside
of treasury
Henderson Global 58,162,172 26.55%
Investors
Professor Mark Ferguson 12,432,476 5.68%
Dr Sharon O'Kane 7,474,517 3.41%
Roger McDowell 2,931,851 1.34%
Jeremy Coombes 610,355 0.28%
David Blain 735,003 0.34%
As at 1.00 p.m. (London time) on 27 July 2015, Bentley had not
received valid acceptances of the Recommended Increased Offer in
respect of 2,394,601 Inspired Capital Shares (representing
approximately 1.09 per cent. of the total issued ordinary share
capital of Inspired Capital in issue outside of treasury) from the
following Inspired Capital Shareholders who gave irrevocable
undertakings to accept the Recommended Increased Offer:
Inspired Capital Number of Inspired % of Inspired Capital's
Shareholder Capital Shares ordinary share
capital in issue outside
of treasury
Jeremy Coombes 2,279,851 1.04%
Jamie Brooke 114,750 0.05%
Bentley understands that the granters of these irrevocable
undertakings have instructed their relevant nominees to accept the
Recommended Increased Offer in respect of the shares listed above
but such acceptances had not been validly received by 1.00 p.m.
(London time) on 27 July 2015.
Letter of Intent
Prior to the announcement of the Recommended Increased Offer,
Bentley had also received a letter of intent to accept the
Recommended 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 total ordinary share capital of
Inspired Capital in issue outside of treasury). As at 1.00 p.m.
(London time) on 27 July 2015, Bentley had received valid
acceptances of the Recommended Increased Offer in respect of
18,998,953 Inspired Capital Shares (representing approximately 8.67
per cent. of the total ordinary share capital of Inspired Capital
in issue outside of treasury) in connection with the letter of
intent.
Recommended Increased Offer unconditional in all respects
Following receipt of the above acceptances, Bentley is pleased
to announce that the Recommended Increased Offer has become
unconditional as to acceptances. Bentley also confirms that all
remaining conditions to the Recommended Increased Offer have now
either been satisfied or waived. Accordingly, Bentley is pleased to
announce that the Recommended Increased Offer is declared
unconditional in all respects.
Extension of the Recommended Increased Offer
Bentley further announces that the Recommended Increased Offer
is being extended and will remain open for acceptance until further
notice.
Inspired Capital Shareholders who have not yet accepted the
Recommended Increased Offer are urged to do so as soon as
possible.
Acceptance procedure
To accept the Recommended Increased Offer in respect of
certificated Inspired Capital Shares, the 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 to Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
Acceptances in respect of uncertificated Inspired Capital Shares
should be made through CREST. 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
Recommended Increased Offer are set out in paragraph 14 of the
letter from Bentley contained in Part II of the Recommended
Increased Offer Document and in Parts C and D of Appendix I of the
Offer Document (as amended by Appendix I to the Recommended
Increased Offer Document).
If Inspired Capital Shareholders have any questions relating to
the procedure for acceptance 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.
Interests in Inspired Capital Shares
As at 1.00 p.m. (London time) on 27 July 2015 (and following
completion of the transactions contemplated in the Share Exchange
Agreement), Bentley had an interest in Inspired Capital Shares as
follows:
Name Nature of Number of Inspired %
Interest Capital Shares of
Inspired
Capital'sordinary
share capital
in issue outside
of treasury
Bentley Park Ownership of 37,521,909 17.13%
(UK) Limited 10 pence
ordinary shares
Save as disclosed in this announcement, as at 1.00 p.m. (London
time) on 27 July 2015 neither Bentley, nor any person acting in
concert with it, was interested in, or had any rights to subscribe
for, any relevant securities of Inspired Capital, or had any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to any relevant securities of Inspired
Capital. For these purposes, "arrangement" includes any agreement
to sell or any delivery obligation or right to require another
person to purchase or take delivery of any relevant securities of
Inspired Capital and any borrowing or lending of any relevant
securities of Inspired Capital which have not been on-lent or sold
and any outstanding irrevocable commitment or letter of intent with
respect to any relevant securities of Inspired Capital.
De-listing and re-registration of Inspired Capital
Having received valid acceptances in respect of Inspired Capital
Shares which, together with the Inspired Capital Shares acquired,
or agreed to be acquired, before or during the Offer Period by
Bentley, represent more than 75 per cent. of the voting rights
attaching to the Inspired Capital Shares, Bentley intends to
procure that Inspired Capital will make an application for the
cancellation of the admission to trading on AIM of the Inspired
Capital Shares.
It is expected that such cancellation will take effect no
earlier than 20 Business Days after the date on which the relevant
application is made to the London Stock Exchange. Bentley will
procure that Inspired Capital makes an announcement through a
Regulatory Information Service at the appropriate time confirming
that the notice period has commenced and the anticipated date of
cancellation.
Cancellation of admission to trading on AIM is likely to reduce
significantly the liquidity and marketability of any Inspired
Capital Shares in respect of which the Recommended Increased Offer
has not at such time been accepted.
It is also intended that Bentley will seek to re-register
Inspired Capital as a private limited company following the
cancellation of the admission to trading on AIM of the Inspired
Capital Shares.
Compulsory Acquisition
As Bentley has received acceptances of the Recommended Increased
Offer in respect of, and/or otherwise acquired (together with those
acting in concert with it), more than 90 per cent. of the Inspired
Capital Shares to which the Recommended Increased Offer relates and
more than 90 per cent. or more of the voting rights attaching to
such shares, Bentley intends to exercise its rights pursuant to
sections 974 to 991 of the Companies Act to acquire compulsorily,
on the same terms as the Recommended Increased Offer, the remaining
Inspired Capital Shares in respect of which the Recommended
Increased Offer has not at such time been accepted.
Bentley will make an announcement through a Regulatory
Information Service at the appropriate time confirming that it has
exercised its right to compulsorily acquire those shares.
Settlement
Settlement for those Inspired Capital Shareholders who have
validly accepted the Recommended Increased Offer by 1.00 p.m.
(London time) on 27 July 2015 will be effected promptly in
accordance with applicable English law and regulation, and in any
event, on or before 10 August 2015.
Settlement for valid acceptances in respect of the Recommended
Increased Offer received after 1.00 p.m. (London time) on 27 July
2015 will be effected promptly after receipt of those acceptances
in accordance with applicable English law and regulation and, in
any event, within 14 days of receipt of the relevant
acceptance.
General
This announcement will shortly be available on Bentley's website
at www.bentleyparkltd.com and on Inspired Capital's website at
www.inspiredcapitalplc.com.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Recommended Increased Offer Document, a copy of which
is available on Bentley's website at www.bentleyparkltd.com and on
Inspired Capital's website at www.inspiredcapitalplc.com.
Enquiries:
Dickson Minto W.S.Financial adviser to BentleyDouglas
ArmstrongDuncan ChristisonTel: +44(0) 20 7628 4455
Inspired Capital plcRoger McDowell, Interim ChairmanJeremy
Coombes, Interim Chief Executive OfficerTel: +44(0) 20 7653 9850
via Newgate
Altium Capital LimitedRule 3 financial adviser to Inspired
CapitalPhil AdamsPaul LinesAdam SivnerTel: +44(0) 845 505 4343
Cenkos SecuritiesNomad and broker to Inspired CapitalMax 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 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 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 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 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 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/20150727006363/en/
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