Bentley Park (UK) Limited Offer Update
25 September 2015 - 8:00AM
UK Regulatory
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 OR
REGULATIONS OF SUCH JURISDICTION
RECOMMENDED INCREASED CASH OFFER FOR INSPIRED CAPITAL PLC BY
BENTLEY PARK (UK) LIMITED
COMPULSORY ACQUISITION OF INSPIRED CAPITAL PLC ORDINARY SHARES
AND CLOSURE OF THE OFFER
25 September 2015
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"). The
Recommended Increased Offer was declared unconditional in all
respects on 28 July 2015.
On 13 August 2015, having received valid acceptances in respect
of more than 90 per cent. in value of the Inspired Capital Shares
to which the Recommended Increased Offer related, Bentley posted a
compulsory acquisition notice pursuant to section 979 of the
Companies Act 2006 (the "Act") and an explanatory letter to
Inspired Capital Shareholders who had not yet validly accepted the
Recommended Increased Offer. The notice and explanatory letter set
out Bentley's intention to apply the provisions of sections 979 to
991 (inclusive) of the Act to acquire compulsorily all Inspired
Capital Shares which it did not already hold, or had not already
acquired or contracted to acquire or in respect of which it had not
already received valid acceptances, on the terms of the Recommended
Increased Offer.
Bentley is pleased to announce that, as at today's date and
pursuant to the compulsory acquisition provisions under sections
979 to 991 (inclusive) of the Act, Bentley has now acquired 100 per
cent. of the issued ordinary share capital of Inspired Capital. The
Offer is now closed and is no longer capable of acceptance.
Terms used but not defined in this announcement shall have the
meaning given to them in the Recommended Increased Offer Document
dated 13 July 2015.
Enquiries:
Dickson Minto W.S.Financial adviser to BentleyDouglas
ArmstrongDuncan ChristisonTel: +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.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Recommended Increased Offer or otherwise. The Recommended
Increased Offer is being made solely by means of the Recommended
Increased Offer Document and, in respect of Inspired Capital Shares
held in certificated form, the Form of Acceptance, which contain
the full terms and conditions of the Recommended Increased Offer,
including details of how the Recommended Increased Offer may be
accepted. Any decision in respect of, or other response to, the
Recommended Increased Offer should be made only on the basis of the
information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150924006344/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
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