REG-Bentley Park (UK) Limited Offer by BENTLEY PARK (UK) LIMITED <Origin Href="QuoteRef">INSCI.L</Origin> - Part 2

InspiredAnnouncement

15/06/2015 11:50

- Part 2: For the preceding part double click  ID:nBw9Sbn2La 

that are satisfactory to Bentley
acting reasonably, the change of control over any Inspired Capital
FCA-authorised person arising as a result of the Offer or its implementation, by
Bentley, each controller of Bentley and any other person who would become a
controller (in each case, for the purposes of this paragraph only, "controller"
shall have the meaning ascribed to it in section 422 of FSMA and "control" shall
be construed in accordance with the provisions of Part XII of FSMA). 

2.3.Certain matters arising as a result of any arrangement, agreement, etc.

Except as Disclosed, there being no provision of any arrangement, agreement,
lease, licence, franchise, permit or other instrument to which any member of the
Inspired Capital Group is a party or by or to which any such member or any of
its assets is, or may be, bound, entitled or subject, or any event or
circumstance which, as a consequence of the Offer or because of the change in
the control of Inspired Capital or any other member of the Inspired Capital
Group represented by the Offer, would, or might reasonably be expected to,
result in (in any case to an extent which is, or would be, material in the
context of the Inspired Capital Group taken as a whole): 

2.3.1. any monies borrowed by, or any other indebtedness, whether actual or
contingent, of, or any grant available to, any member of the Inspired Capital
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date, or
the ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited; 

2.3.2. the creation or enforcement of any mortgage, charge or other security
interest over the whole, or any part, of the business, property or assets of any
member of the Inspired Capital Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen) becoming
enforceable; 

2.3.3. any such arrangement, agreement, lease, licence, franchise, permit or
other instrument being terminated or the rights, liabilities, obligations or
interests of any member of the Inspired Capital Group therein being adversely
modified or adversely affected, or any obligation or liability arising or any
adverse action being taken or arising thereunder; 

2.3.4. any liability of any member of the Inspired Capital Group to make any
severance, termination, bonus or other payment to any of its directors or other
officers; 

2.3.5. the rights, liabilities, obligations, interests or business of any member
of the Inspired Capital Group under any such arrangement, agreement, lease,
licence, franchise, permit or other instrument, or the interests or business of
any member of the Inspired Capital Group in or with any other person, body, firm
or company (or any agreement or arrangement relating to any such interests or
business) being, or becoming capable of being, terminated, or adversely modified
or affected or any onerous obligation or liability arising or any adverse action
being taken thereunder; 

2.3.6. any member of the Inspired Capital Group ceasing to be able to carry on
business under any name under which it presently carries on business; 

2.3.7. the value of, or the financial or trading position or prospects of, any
member of the Inspired Capital Group being prejudiced or adversely affected; or 

2.3.8. the creation or acceleration of any liability (actual or contingent) by
any member of the Inspired Capital Group other than trade creditors or other
liabilities incurred in the ordinary course of business, 

and no event having occurred which, under any provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to which any
member of the Inspired Capital Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would be expected to
result in any of the events or circumstances as are referred to in Conditions
2.3.1 to 2.3.8 (in each case, to an extent which is material in the context of
the Inspired Capital Group taken as a whole); 

2.4.Certain events occurring since 31 December 2014

Except as Disclosed, no member of the Inspired Capital Group having since 31
December 2014: 

2.4.1. issued or agreed to issue, or authorised or proposed or announced its
intention to authorise or propose the issue of, additional shares of any class
or securities or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold, or agreed to transfer or sell, or
authorised or proposed the transfer or sale of Inspired Capital Shares out of
treasury (except, where relevant, as between Inspired Capital and wholly owned
subsidiaries of Inspired Capital or between the wholly owned subsidiaries of
Inspired Capital); 

2.4.2. recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus, dividend or other distribution (whether payable in cash
or otherwise) other than dividends (or other distributions whether payable in
cash or otherwise) lawfully paid or made by any wholly owned subsidiary of
Inspired Capital to Inspired Capital or to any of its wholly owned subsidiaries;


2.4.3. other than pursuant to the Offer (and except for transactions between
Inspired Capital and its wholly owned subsidiaries or between the wholly owned
subsidiaries of Inspired Capital and transactions in the ordinary course of
business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment, acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any undertaking
or undertakings, in any such case, to an extent which is material in the context
of the Inspired Capital Group taken as a whole; 

2.4.4. (except for transactions between Inspired Capital and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Inspired Capital)
disposed of, or transferred, mortgaged or created any security interest over any
asset or any right, title or interest in any asset or authorised, proposed or
announced any intention to do so which, in any case, is material in the context
of the Inspired Capital Group taken as a whole; 

2.4.5. (except for transactions between Inspired Capital and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Inspired Capital)
issued, authorised or proposed or announced an intention to authorise or propose
the issue of, or made any change in or to the terms of, any debentures or,
except in the ordinary course of business, become subject to any contingent
liability or incurred or increased any indebtedness which, in any case, is
material in the context of the Inspired Capital Group taken as a whole; 

2.4.6. entered into or varied or authorised, proposed or announced its intention
to enter into or vary any material contract, arrangement, agreement, transaction
or commitment (whether in respect of capital expenditure or otherwise) except in
the ordinary course of business which is of a long term, unusual or onerous
nature or magnitude or which involves an obligation of a nature or magnitude
which is likely to be restrictive on the business of any member of the Inspired
Capital Group and which, in any case, is material in the context of the Inspired
Capital Group taken as a whole; 

2.4.7. entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary to a material extent the terms of,
any contract, service agreement, commitment or arrangement with any director or
senior executive of any member of the Inspired Capital Group, save as agreed by
Bentley; 

2.4.8. proposed, agreed to provide or modified to a material extent the terms of
any share option scheme, incentive scheme or other benefit relating to the
employment, or termination of employment, of any employee of the Inspired
Capital Group save as agreed by Bentley or which is required pursuant to the
implementation of the Offer; 

2.4.9. purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, except
in respect of the matters mentioned in Condition 2.4.1, made any other change to
any part of its share capital, save as agreed by Bentley or which is required
pursuant to the implementation of the Offer; 

2.4.10. waived, compromised or settled any claim (other than in the ordinary
course of business or between Inspired Capital and its wholly owned subsidiaries
or between the wholly owned subsidiaries of Inspired Capital) which is material
in the context of the Inspired Capital Group taken as a whole; 

2.4.11. terminated, or varied the terms of, any agreement or arrangement between
any member of the Inspired Capital Group and any other person in a manner which
would have a material adverse effect on the financial position of the Inspired
Capital Group taken as a whole; 

2.4.12. other than pursuant to the Offer and as envisaged in accordance with the
terms of the Offer, made any alteration to its memorandum or articles of
association or other incorporation documents, in each case, which is material in
the context of the Offer; 

2.4.13. except in relation to changes made or agreed as a result of, or arising
from, changes to legislation, made or agreed or consented to any material change
to the terms of the trust deeds and rules constituting the pension scheme(s)
established for its directors, employees or their dependants or any material
change to the benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined or to the
basis upon which the liabilities (including pensions) of such pension schemes
are funded or made, or agreed or consented to, in each case, which is material
in the context of the Inspired Capital Group, taken as a whole; 

2.4.14. been unable, or admitted in writing that it is unable, to pay its debts
or commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased, or threatened to cease, carrying on all, or a substantial part of, its
business, in each case, which is material in the context of the Inspired Capital
Group taken as a whole; 

2.4.15. (other than in respect of a member of the Inspired Capital Group which
is dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened against
it in relation to the suspension of payments; 

2.4.16. entered into, implemented, suffered, authorised the entry into or
implementation of, passed any resolution for or proposed a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all, or any material part
of, its assets or revenues or any analogous or equivalent steps or proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction or had
any such person appointed, in each case, which is material in the context of the
Inspired Capital Group taken as a whole; 

2.4.17. (except for transactions between Inspired Capital and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Inspired Capital) made,
authorised, proposed or announced an intention to propose any change in its loan
capital, in each case, which is material in the context of the Inspired Capital
Group taken as a whole; 

2.4.18. entered into, implemented or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger of business
or corporate entities, in each case, which is material in the context of the
Inspired Capital Group taken as a whole; 

2.4.19. entered into any licence or other disposal of intellectual property
rights of any member of the Inspired Capital Group which is material in the
context of the Inspired Capital Group taken as a whole, and outside the normal
course of business; or 

2.4.20. entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance) with
respect to, or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition 2.4. 

2.5.No adverse change, litigation, regulatory enquiry or similar

Except as Disclosed, since 31 December 2014 there having been: 

2.5.1. no adverse change, and no circumstance having arisen which would or might
be reasonably expected to result in any adverse change, in the business, assets,
financial or trading position or profits or prospects or operational performance
of any member of the Inspired Capital Group which, in any case, is material in
the context of the Inspired Capital Group taken as a whole; 

2.5.2. no litigation, arbitration proceedings, prosecution or other legal
proceedings (including, without limitation, with regard to intellectual property
rights owned or used by the Inspired Capital Group) having been threatened in
writing, announced or instituted by or against or remaining outstanding against
or in respect of, any member of the Inspired Capital Group or to which any
member of the Inspired Capital Group is, or could reasonably be expected to
become, a party (whether as claimant, defendant or otherwise), in each case,
which might reasonably be expected to have a material adverse effect on the
Inspired Capital Group taken as a whole, or in the context of the Offer; 

2.5.3. no enquiry, review or investigation by, or complaint or reference to, any
Third Party against or in respect of any member of the Inspired Capital Group
having been threatened in writing, announced or instituted or remaining
outstanding by, against or in respect of any member of the Inspired Capital
Group, in each case which might reasonably be expected to have a material
adverse effect on the Inspired Capital Group taken as a whole, or in the context
of the Offer; 

2.5.4. no contingent or other liability having arisen or become apparent to
Bentley or increased other than in the ordinary course of business which would,
or might reasonably be expected to, adversely affect the business, assets,
financial or trading position or profits or prospects of any member of the
Inspired Capital Group to an extent which is material in the context of the
Inspired Capital Group taken as a whole, or in the context of the Offer; or 

2.5.5. no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Inspired Capital Group which is necessary
for the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which might reasonably be expected to have a
material adverse effect on the Inspired Capital Group taken as a whole, or in
the context of the Offer. 

2.6.No discovery of certain matters regarding information, liabilities and
environmental issues

Except as Disclosed, Bentley not having discovered: 

2.6.1. that any financial, business or other information concerning the Inspired
Capital Group publicly announced prior to the date of this announcement or
disclosed at any time to Bentley or to any of its advisers by or on behalf of
any member of the Inspired Capital Group prior to the date of this announcement
is misleading, contains a misrepresentation of any fact, or omits to state a
fact necessary to make that information not misleading, to an extent which, in
any such case, is material in the context of the Inspired Capital Group taken as
a whole; 

2.6.2. that any member of the Inspired Capital Group or any partnership, company
or other entity in which any member of the Inspired Capital Group has a
significant economic interest and which is not a subsidiary undertaking of
Inspired Capital is, otherwise than in the ordinary course of business, subject
to any liability, contingent or otherwise, and which is material in the context
of the Inspired Capital Group taken as a whole, or in the context of the Offer; 

2.6.3. that any past or present member of the Inspired Capital Group has not
complied in any material respect with all applicable legislation, regulations or
other requirements of any jurisdiction or any Authorisations relating to the
use, treatment, storage, carriage, disposal, discharge, spillage, release, leak
or emission of any waste or hazardous substance or any substance likely to
impair the environment (including any property) or harm human or animal health
or otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Inspired Capital Group which, in
any case, is material in the context of the Inspired Capital Group taken as a
whole; 

2.6.4. that there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or any
substance likely to impair the environment (including any property) or harm
human or animal health which (whether or not giving rise to noncompliance with
any law or regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the Inspired Capital
Group which in any case is material in the context of the Inspired Capital Group
taken as a whole; 

2.6.5. that there is, or is reasonably likely to be, any material obligation or
liability (whether actual or contingent) or requirement to make good, remediate,
repair, reinstate or clean up any property or asset currently or previously
owned, occupied, operated or made use of or controlled by any past or present
member of the Inspired Capital Group (or on its behalf), or in which any such
member may have, or previously have had or be deemed to have had, an interest,
under any environmental legislation, c