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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 Bentley
Douglas Armstrong
Duncan Christison
Tel: +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.

Copyright Business Wire 2015

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