REG - Inspired Capital PLC - Initial response to firm intention announcement <Origin Href="QuoteRef">INSCI.L</Origin>

InspiredAnnouncement

16/07/2015 11:03

RNS Number : 2150Q
Inspired Capital PLC
15 June 2015
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
15 June 2015
Inspired Capital plc
("Inspired" or the "Company")
Initial response to a "Firm Intention to Make an Offer" announcement by Bentley Park (UK) Limited for Inspired
Earlier today, Bentley Park (UK) Limited ("Bentley "), a wholly owned subsidiary of Bentley Park which in turn is ultimately beneficially owned as to 100 per cent. by the family interests of Joe Lewis, announced its firm intention (pursuant to Rule 2.7 of the City Code on Takeovers and Mergers) to make a cash offer of 20 pence per Inspired share (the "Offer") to acquire the entire issued and to be issued ordinary share capital of Inspired not already owned by Bentley.
The board of directors of Inspired (the "Inspired Board") will carefully consider its position regarding the unsolicited Offer and a further announcement will be made in due course. The Inspired Board recommends that Inspired shareholders take no action at present and await a further announcement from the Inspired Board.
Rule 2.10 disclosure
Pursuant to Rule 2.10 of the Code the Company confirms that there are 219,040,294 ordinary shares of 10p in issue with International Securities Identification Number GB00B081NX89. In addition, the Company confirms that 44,951,580 ordinary shares of 10p each are currently held in Treasury.
A summary is set out below of the dealing disclosure requirements under the Takeover Code, which require action by holders of 1 per cent. or more of the Company's issued share capital.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website www.inspiredcapitalplc.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Inspired and no one else in connection with the Offer and this Announcement and will not be responsible to anyone other than Inspired for providing the protections afforded to clients of Altium nor for providing advice in connection with the Offer or any matter referred to herein.
This Announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers 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 the United Kingdom.
Neither the content of the website referred to in this announcement nor the content of any websites accessible from hyperlinks on the Company's websites (or any other websites) is incorporated into, or forms part of, this announcement.
Enquiries:
Inspired
via Newgate
Roger McDowell, Interim Chairman

Jeremy Coombes, Interim Chief Executive Officer

Altium (financial adviser) 
+44 (0) 845 505 4307
Paul Lines/Phil Adams/Adam Sivner

Cenkos (NOMAD and Broker)
+44 (0) 20 7397 8900
Max Hartley (Corporate Finance)

Newgate
+44 (0) 20 7653 9850
Tim Thompson/Adam Lloyd/Helena Bogle/Andre Hamlyn

 
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Takeover Code.
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 of the Takeover Code).
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. 

This information is provided by RNS
The company news service from the London Stock Exchange
  END
MSCKMGMVDKGGKZM