Offer by BENTLEY PARK (UK) LIMITED

June 15, 2015 06:53 AM Eastern Daylight Time

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

CASH OFFER

for

INSPIRED CAPITAL PLC

BENTLEY PARK (UK) LIMITED

15 June 2015

Bentley Park (UK) Limited ("Bentley") today announces that it intends to make 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, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the "Offer").

Summary

Under the terms of the Offer, holders of Inspired Capital Shares who accept the Offer will be entitled to receive:

20 pence in cash for each Inspired Capital Share

The Offer values the existing issued ordinary share capital of Inspired Capital at approximately £43.8 million.
Bentley believes that the Offer provides an attractive opportunity for Inspired Capital Shareholders to realise, in cash and at a premium, their investment in a highly illiquid stock.
The Offer Price represents a premium of approximately:
- 40 per cent. to the Closing Price per Inspired Capital Share of 14.25 pence on 21 May 2015 (being the last Business Day prior to the date on which Bentley first approached Inspired Capital about the Offer);
- 26 per cent. to the Closing Price per Inspired Capital Share of 15.88 pence on 12 June 2015 (being the last Business Day prior to the date of this announcement); and
- 27 per cent. to the average Closing Price per Inspired Capital Share of 15.69 pence for the six months ended on 12 June 2015 (being the last Business Day prior to the date of this announcement).
Bentley Park, the parent company of Bentley and acting in concert with Bentley, owns 37,521,909 Inspired Capital Shares, representing approximately 17.1 per cent. of the existing issued ordinary share capital of Inspired Capital.
The Offer will be conditional upon, amongst other things, Bentley receiving valid acceptances (which have not been withdrawn) in respect of Inspired Capital Shares which represent not less than 90 per cent. (or such lower percentage as Bentley may, subject to the Code, decide) of the Inspired Capital Shares to which the Offer relates and of the voting rights attaching to those shares.

This summary should be read in conjunction with, and is subject to, the following full text of this announcement and the Appendices.

Appendix I sets out the Conditions and certain further terms of the Offer. Appendix II sets out the bases of calculation and sources of information contained in this announcement. Certain terms used in this announcement are defined in Appendix III.

The Offer will be subject to the Conditions and further terms set out in this announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of Inspired Capital Shares held in certificated form, the Form of Acceptance.

It is intended that the Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Inspired Capital Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

Enquiries:

Dickson Minto W.S.

Financial adviser to Bentley

Douglas Armstrong

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 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.

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 Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of Inspired Capital Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the 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 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 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 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the 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 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 Offer will be made for securities in an English company and Inspired Capital Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the 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 may be included in the Offer Document or any other documents relating to the 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 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 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 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 are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bentley of the Offer, the expected timing and scope of the 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, Bentley cannot 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. Bentley does not assume 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 Offer

Bentley or its nominees or brokers (acting as agents) may purchase Inspired Capital Shares otherwise than under the 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 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. The contents of that website 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.

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

CASH OFFER

for

INSPIRED CAPITAL PLC

BENTLEY PARK (UK) LIMITED

15 June 2015

1. Introduction

Bentley is a newly incorporated company formed for the purpose of making and implementing the Offer. Further information in relation to Bentley is set out in paragraph 4 of this announcement.

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Inspired Capital Shares held in certificated form, the Form of Acceptance, Inspired Capital Shareholders shall be entitled to receive:

20 pence in cash for each Inspired Capital Share

The Offer values the existing issued ordinary share capital of Inspired Capital at approximately £43.8 million.

Bentley believes that the Offer provides an attractive opportunity for Inspired Capital Shareholders to realise, in cash and at a premium, their investment in a highly illiquid stock.

The Offer Price represents a premium of approximately:

40 per cent. to the Closing Price per Inspired Capital Share of 14.25 pence on 21 May 2015 (being the last Business Day prior to the date on which Bentley first approached Inspired Capital about the Offer);
26 per cent. to the Closing Price per Inspired Capital Share of 15.88 pence on 12 June 2015 (being the last Business Day prior to the date of this announcement); and
27 per cent. to the average Closing Price per Inspired Capital Share of 15.69 pence for the six months ended on 12 June 2015 (being the last Business Day prior to the date of this announcement).

The Inspired Capital Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

3. Background to and reasons for the Offer

Bentley Park has been an investor in Inspired Capital since December 2013 and believes that it has obtained a good understanding of Inspired Capital's business since making its initial investment. Bentley believes that Inspired Capital will need to raise significant amounts of new equity funding in order to develop its business and this may result in dilution to the shareholdings of existing shareholders. Bentley does not consider such new equity funding and shareholder dilution to be appropriate for Inspired Capital in its current form. Bentley further believes that the lack of liquidity in Inspired Capital Shares on AIM will further impact on shareholder value. Accordingly, Bentley considers that Inspired Capital's development would be better served if it were unquoted.

Bentley remains supportive of Inspired Capital and therefore, by making the Offer, Bentley is willing to provide all shareholders with an attractive opportunity to realise all of their investment in a highly illiquid stock for cash at a premium to the recent share price. In the three month period ending on 21 May 2015 (being the last Business Day prior to the date on which Bentley first approached Inspired Capital about the Offer), the average daily volume of Inspired Capital Shares traded on AIM was approximately 92,000 Inspired Capital Shares, representing less than 0.05% of Inspired Capital's existing issued ordinary share capital. In addition, the Closing Price of an Inspired Capital Share has not exceeded the Offer Price at any point in the last four years.

Bentley approached the Board of Inspired Capital regarding a possible offer for the company on 22 May 2015. At that time, Bentley requested that it be permitted to carry out a due diligence review to validate its indicative offer price and seek a recommendation of its offer from the Board of Inspired Capital. Further dialogue with the Board resulted in Bentley increasing its indicative offer price to 20 pence per share, a significant premium to Inspired Capital’s recent share price.

Unfortunately, the Board of Inspired Capital refused to engage with Bentley regarding a recommended offer and sought to impose conditionality around the granting of due diligence which Bentley believes could have prejudiced its position and would not have been in the interests of fellow shareholders. As a result, Bentley has been unable to conduct its desired due diligence. Bentley believes it would have been in shareholders’ interests had the Board engaged in a constructive process, which may have led to a recommended transaction.

Bentley feels that the prospect of prolonged discussions with the Board of Inspired Capital regarding a recommendation risks distracting the management team from the many operational challenges facing Inspired Capital. Consequently, Bentley is making its Offer of 20 pence per Inspired Capital Share directly to shareholders in order that they may evaluate it on its own merits.

If the Offer becomes unconditional in all respects then Bentley will continue to review the suitability of the Company's quotation on AIM. In the event that acceptances of the Offer increase Bentley's holding of Inspired Capital Shares to 75 per cent. or more of Inspired Capital's issued ordinary share capital, then Bentley will take steps to de-list the company's shares. In this regard, your attention is drawn to paragraph 13 below.

If the Offer is not declared unconditional in all respects, then Bentley Park currently intends to maintain its shareholding in Inspired Capital for the immediate future but will review its position on an ongoing basis.

4. Information about Bentley and Bentley Park

Bentley

Bentley is a private limited company incorporated in England and Wales on 28 March 2015 under the Companies Act with registered number 9515595. It has its registered office at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW. The directors of Bentley are Mr Ronald Robson and Mr David Craven.

Bentley is a newly incorporated company formed at the direction of Bentley Park for the purpose of implementing the Offer. Bentley is wholly owned by Bentley Park and following the Offer becoming, or being declared, unconditional in all respects and completion of the Share Exchange Agreement, Bentley will continue to be wholly owned by Bentley Park.

The principal activity of Bentley, in the event of completion of the Offer, will be to act as a holding company for Inspired Capital and to provide certain management and strategic services to the Inspired Capital Group. Bentley's principal investment is the proposed acquisition of Inspired Capital Shares pursuant to the Offer or otherwise.

Save for activities in connection with the making and implementation of the Offer, Bentley has not carried on any business prior to the date of this announcement, nor has it entered into any obligations. Bentley has not paid any dividends or prepared any historical financial accounts.

Bentley Park

Bentley Park is an international business company incorporated in The Bahamas on 21 February 2008 with registered number 152618B. The registered office of Bentley Park is 303 Shirley Street, PO Box N492, Nassau, The Bahamas. The directors of Bentley Park are Mr Bryan A. Glinton and Mr Jason C. Callender. Bentley Park is not required to have and does not have any publicly available financial information.

Bentley Park is ultimately beneficially owned as to 100 per cent. by the family interests of Mr Joseph C. Lewis ("Joe Lewis"). Joe Lewis is a British citizen who, through his private international investment organisation, Tavistock Group, headquartered in The Bahamas, has investments in businesses across a range of sectors, including real estate, hospitality, restaurants, sports, energy, retail, life sciences, agriculture and finance. Further information on Joe Lewis' private investment organisation can be found at www.tavistock.com.

5. Information about Inspired Capital

Inspired Capital provides financial solutions to SMEs in the UK through its invoice discounting, factoring, asset finance, trade finance and construction finance products.

In its annual results for the year ended 31 December 2014, Inspired Capital reported revenue of £16.2 million, gross profit of £11.6 million and a loss before tax of £0.5 million.

6. Interests in Inspired Capital Shares

Bentley Park, the parent company of Bentley and acting in concert with Bentley, owns 37,521,909 Inspired Capital Shares, representing approximately 17.1 per cent. of the existing issued ordinary share capital of Inspired Capital.

Pursuant to the Share Exchange Agreement, Bentley Park will exchange 100 per cent. of its existing holding of Inspired Capital Shares for shares in Bentley immediately upon the Offer becoming, or being declared, unconditional in all respects. Accordingly, Bentley has agreed to acquire Inspired Capital Shares representing approximately 17.1 per cent. of the existing issued ordinary share capital of Inspired Capital.

7. Management, employees and locations

Bentley attaches great importance to the skills, expertise and knowledge of the existing management and employees of Inspired Capital.

Bentley confirms that if the Offer is declared unconditional in all respects, it intends to safeguard fully the existing employment and pension rights of all Inspired Capital's management and employees in accordance with applicable law and to comply with Inspired Capital's pension obligations for existing employees and members of Inspired Capital's pension schemes. Bentley's current plans for Inspired Capital do not involve any material change in the conditions of employment of its employees.

If the Offer is declared unconditional in all respects, Bentley may nominate new directors to the Board of Inspired Capital.

Following completion of the Offer, the existing resources of Inspired Capital, including its principal locations and deployment of its assets, will be considered as part of Bentley's overall review and strategy for Inspired Capital's business and will be reviewed from time to time in the light of Inspired Capital's on-going requirements.

8. Inspired Capital share incentive schemes

The Offer shall extend to any Inspired Capital Shares which are unconditionally allotted or issued and fully paid under the Inspired Capital Performance Share Plan and any other share incentive schemes of Inspired Capital before the date on which the Offer closes.

If the Offer becomes unconditional in all respects, Bentley intends to make such appropriate proposals as it is required to make pursuant to Rule 15 of the Code to participants in the Inspired Capital Performance Share Plan and any other share incentive schemes of Inspired Capital.

9. Financing of the Offer

The Offer will be financed from the existing cash resources of the Bentley Group. Dickson Minto W.S., as financial adviser to Bentley, is satisfied that sufficient cash resources are available to Bentley to satisfy the cash consideration payable to Inspired Capital Shareholders in the event of full acceptance of the Offer.

10. Inspired Capital Shares to which the Offer relates

On 15 June 2015, Bentley and Bentley Park entered into a share exchange agreement, which governs the terms upon which Bentley Park shall sell, and Bentley will purchase, all of the Inspired Capital Shares held by Bentley Park in exchange for shares in Bentley (the "Share Exchange Agreement"). The sale of those Inspired Capital Shares to Bentley is conditional upon the Offer becoming, or being declared, unconditional in all respects. Accordingly, Bentley has already agreed, under the Share Exchange Agreement, to acquire approximately 17.1 per cent. of Inspired Capital's existing issued ordinary share capital.

The Offer shall extend to the remaining Inspired Capital Shares not already owned, or agreed to be acquired, by Bentley, which represent approximately 82.9 per cent. of Inspired Capital's existing issued ordinary share capital.

In addition, the Offer shall extend to any Inspired Capital Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes as to acceptances (or such earlier date as Bentley may, subject to the Code, decide) including any such Inspired Capital Shares allotted or issued pursuant to the exercise of existing options, warrants or awards granted under the Inspired Capital Performance Share Plan and any other share incentive schemes of Inspired Capital.

The Offer shall not extend to the non-voting deferred shares of £0.05 each in the capital of Inspired Capital which constitute non-voting, non-equity share capital of Inspired Capital.

11. Opening Position Disclosure

Bentley confirms that it will today make a public Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

12. Further terms and conditions of the Offer

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act.

The Offer will be subject to the Conditions and further terms set out in this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Inspired Capital Shares held in certificated form, the Form of Acceptance.

Appendix II contains bases of calculation and sources of information contained in this announcement. Appendix III contains the definitions of certain terms used in this announcement.

The Offer and acceptances thereof will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the City Code, the Panel and the AIM Rules.

13. Cancellation of trading on AIM, compulsory acquisition and re-registration

If the Offer becomes, or is declared, unconditional in all respects and Bentley receives 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 by Bentley, represent not less 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.

If such an application is made, it is expected that cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after the date on which Bentley (together with those acting in concert with it) have, by virtue of their shareholdings and acceptances of the Offer, acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to the Inspired Capital Shares. Bentley will procure that Inspired Capital makes a regulatory announcement when the necessary 75 per cent. threshold has been reached 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 Offer has not at such time been accepted.

If the Offer becomes, or is declared, unconditional in all respects and Bentley receives acceptances of the Offer in respect of, and/or otherwise acquires (together with those acting in concert with it), 90 per cent. or more of the Inspired Capital Shares to which the Offer relates and 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 Offer, the remaining Inspired Capital Shares in respect of which the Offer has not at such time been accepted.

It is also intended that, if the Offer becomes, or is declared, unconditional in all respects, and Bentley receives 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 by Bentley, represent not less than 75 per cent. of the voting rights attaching to the Inspired Capital Shares, Bentley will seek to re-register Inspired Capital as a private limited company.

14. Overseas shareholders

The availability of the Offer to Inspired Capital Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

15. Documents on display

Copies of the following documents will, by no later than 12 noon on the Business Day following the date of this announcement, be published on Bentley's website at www.bentleyparkltd.com and will be available for inspection on such website until the end of the Offer Period:

15.1. the Share Exchange Agreement; and

15.2. this announcement.

16. Expected timetable

It is intended that the Offer Document containing further details of the Offer and the Form of Acceptance will be despatched to Inspired Capital Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

17. General

Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement.

Please be aware that addresses, electronic addresses and certain other information provided by Inspired Capital Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Inspired Capital may be provided to Bentley during the course of the Offer Period as required under Section 4 of Appendix 4 of the Code.

Enquiries:

Dickson Minto W.S.

Financial adviser to Bentley

Douglas Armstrong

Tel: +44(0) 20 7628 4455

IMPORTANT NOTES

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

Notice to US investors

Cautionary note regarding forward-looking statements

No profit forecasts or estimates

Dealing and Opening Position Disclosure requirements

Purchases outside the Offer

Publication on website

Information relating to Inspired Capital Shareholders

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A –CONDITIONS OF THE OFFER

1. Acceptance Condition

The Offer will be conditional upon valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Bentley may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lower percentage as Bentley may, subject to the Code, decide) of the Inspired Capital Shares to which the Offer relates and of the voting rights attached to those shares, provided that this Condition shall not be satisfied unless Bentley, together with its wholly owned subsidiaries (if any), shall have acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise) Inspired Capital Shares which carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Inspired Capital, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Inspired Capital Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

1.1. Inspired Capital Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they shall carry upon issue;

1.2. the expression "Inspired Capital Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

1.3. Inspired Capital Shares (if any) that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Inspired Capital Shares to which the Offer relates; and

1.4. valid acceptances shall be deemed to have been received in respect of any Inspired Capital Shares that Bentley or any of its Associates shall have acquired, or unconditionally contracted to acquire, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act.

2. Further conditions

In addition, subject as stated in Part B of this Appendix I and to the requirements of the Panel, the Offer will be conditional upon the following Conditions (as amended if appropriate) being satisfied or, where relevant, waived:

2.1. Notifications, waiting periods and authorisations

All material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed necessary or reasonably appropriate by Bentley in any jurisdiction for, or in respect of, the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Inspired Capital having been obtained in terms and in a form reasonably satisfactory to Bentley from any appropriate central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction (a "Third Party") or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Inspired Capital Group has entered into contractual arrangements and all such Authorisations necessary or reasonably appropriate to carry on the business of any member of the Inspired Capital Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or written intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

2.2. General antitrust and regulatory

No Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

2.2.1. require, prevent or materially delay or affect the divestiture or materially prejudice the terms envisaged for such divestiture by any member of the Inspired Capital Group or Bentley of all or any material part of their respective businesses, assets or property or of any Inspired Capital Shares or other securities in Inspired Capital or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Inspired Capital Group taken as a whole;

2.2.2. except pursuant to Chapter 3 of Part 28 of the Companies Act, require Bentley to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Inspired Capital Group or any asset owned by any Third Party (other than in connection with the implementation of the Offer);

2.2.3. impose any limitation on, or result in a material delay in, the ability of Bentley, directly or indirectly, to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Inspired Capital or on the ability of any member of the Inspired Capital Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Inspired Capital Group, in each case, to an extent which is material in the context of the Inspired Capital Group taken as a whole;

2.2.4. otherwise adversely affect any or all of the business, assets, financial or trading position, profits or prospects of any member of the Inspired Capital Group or Bentley to an extent which is material in the context of the Inspired Capital Group taken as a whole, or Bentley (as the case may be);

2.2.5. result in any member of the Inspired Capital Group or Bentley ceasing to be able to carry on business to the extent conducted at the date of this announcement under any name under which it presently carries on business to an extent which is material in the context of the Inspired Capital Group taken as a whole, or Bentley (as the case may be);

2.2.6. make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in, or control of, Inspired Capital by Bentley, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay the same or otherwise interfere with the Offer or its implementation, or impose material additional conditions or obligations with respect to, or otherwise materially impede, interfere or require amendment of the Offer or the acquisition, or proposed acquisition, of any shares or other securities in, or control of, Inspired Capital by Bentley to an extent which is material in the context of the Offer;

2.2.7. require, prevent or materially delay a divestiture by Bentley of any shares or other securities (or the equivalent) in 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 Bentley (as the case may be); or

2.2.8. impose any limitation on the ability of Bentley to conduct or integrate all or any part of its business with all or any part of the business of Bentley and/or the Inspired Capital Group to an extent which is material in the context of the Inspired Capital Group taken as a whole, or Bentley (as the case may be),

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated and, notwithstanding the foregoing and where applicable, the FCA approving either unconditionally (pursuant to section 189(4)(a) or section 189(6) of the Financial Services and Markets Act 2000 ("FSMA")) or subject to one or more conditions (pursuant to section 189(7) of FSMA) 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, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which, in any case, is material in the context of the Inspired Capital Group taken as a whole;

2.6.6. that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Inspired Capital Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Inspired Capital Group (or on its behalf) or by any person for which a member of the Inspired Capital Group is or has been responsible, or in which any such member may have, or previously have had or be deemed to have had, an interest, which, in any case, is material in the context of the Inspired Capital Group taken as a whole;

2.6.7. that Inspired Capital is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Inspired Capital for the period ended 31 December 2014 and which is material in the context of the Inspired Capital Group taken as a whole; or

2.6.8. that circumstances exist whereby a person has, or class of persons have, or is reasonably likely to have, any legitimate claim or claims against any member of the Inspired Capital Group in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the Inspired Capital Group, which, in each case, is material in the context of the Inspired Capital Group taken as a whole.

2.7. Anti-corruption and criminal property

Except as Disclosed, Bentley not having discovered that:

2.7.1. any member of the Inspired Capital Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

2.7.2. any asset of any member of the Inspired Capital Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

PART B – CERTAIN FURTHER TERMS OF THE OFFER

1. Subject to the requirements of the Panel, Bentley reserves the right to waive, in whole or in part, all or any of the above Conditions 2.1 to 2.7 (inclusive). Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

2. Bentley shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2.1 to 2.7 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. If Bentley is required by the Panel to make an offer for Inspired Capital Shares under the provisions of Rule 9 of the Code, Bentley may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4. The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 1.00 p.m. (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later). The effect of the Offer lapsing is that the Offer will cease to be capable of further acceptance and that Bentley and any Inspired Capital Shareholders, who have accepted the Offer, will cease to be bound by prior acceptances of the Offer.

5. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

6. The Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction (unless otherwise determined by Bentley).

7. Inspired Capital Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

8. Under Rule 13.5 of the Code, Bentley may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bentley in the context of the Offer. The conditions contained in paragraph 1 of Part A of this Appendix I and paragraph 4 of this Part B of this Appendix I are not subject to this provision of the Code.

9. The Offer will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Offer Document.

10. The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are used as described below.

1. Unless otherwise stated, financial information relating to the Inspired Capital Group has been extracted or derived (without any adjustment) from the audited annual report and accounts of Inspired Capital for the year ended 31 December 2014.

2. References to the existing issued ordinary share capital of Inspired Capital and the existing issued Inspired Capital Shares are to the number of Inspired Capital Shares in issue outside treasury as at 31 March 2015 (as disclosed in Inspired Capital's annual report and accounts for the year ended 31 December 2014), which was 219,040,294 Inspired Capital Shares (and, for the avoidance of doubt, excludes the 44,951,580 Inspired Capital Shares held in treasury at that date).

3. The International Securities Identification Number for Inspired Capital Shares is GB00B081NX89.

4. Unless otherwise stated, all Closing Prices have been derived from the AIM Appendix to the London Stock Exchange Daily Official List.

5. References to the volumes of Inspired Capital Shares traded per day have been derived using information extracted from the London Stock Exchange.

APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement, unless otherwise stated or the context otherwise requires.

"Acceptance Condition"		the Condition set out at paragraph 1 of Part A of Appendix I to this announcement
"AIM"		AIM, a market of the London Stock Exchange
"AIM Rules"		the AIM Rules for Companies published by the London Stock Exchange
"Associates"		has the meaning given to it in sections 974 to 991 of the Companies Act
"Bentley"		Bentley Park (UK) Limited, a private limited company incorporated in England and Wales with registered number 9515595
"Bentley Group"		Bentley and its holding companies and associated undertakings, as such terms are defined in the Companies Act, which are ultimately beneficially owned as to 100 per cent. by the family interests of Joe Lewis
"Bentley Park"		Bentley Park Ltd., an international business company incorporated in The Bahamas with registered number 152618B
"Board"		the board of directors of Inspired Capital
"Business Day"		a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London
"City Code" or "Code"		the City Code on Takeovers and Mergers
"Closing Price"		the closing middle market price of an Inspired Capital Share, as derived from the AIM Appendix of the London Stock Exchange Daily Official List
"Companies Act"		the Companies Act 2006, as amended from time to time
"Conditions"		the conditions set out in Appendix I to this announcement
"Disclosed"		(i) disclosed in the annual report and accounts of Inspired Capital for the year ended 31 December 2014, or (ii) Publicly Disclosed
"FCA"		the UK Financial Conduct Authority
"First Closing Date"		the date which falls 21 days after the posting of the Offer Document
"Form of Acceptance"		the form of acceptance and authority relating to the Offer, which will accompany the Offer Document
"Inspired Capital"		Inspired Capital plc, a public limited company incorporated in England and Wales with registered number 05427608
"Inspired Capital Group"		Inspired Capital and its subsidiary and associated undertakings as such terms are defined in the Companies Act
"Inspired Capital Shareholders"		the holders of Inspired Capital Shares
"Inspired Capital Shares"		the unconditionally allotted or issued and fully paid up (or credited as fully paid up) ordinary shares of £0.10 each in the capital of Inspired Capital, and "Inspired Capital Share" shall be construed accordingly
"London Stock Exchange"		London Stock Exchange plc
"Offer"		the cash offer to be made by Bentley at the Offer Price in accordance with Part 28 of the Companies Act to acquire the entire issued and to be issued ordinary share capital of Inspired Capital not already owned, or agreed to be acquired, by Bentley, on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and, in the case of Inspired Capital Shares held in certificated form, the Form of Acceptance and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Offer Document"		the document to be sent to Inspired Capital Shareholders which will contain, amongst other things, the terms and conditions of the Offer
"Offer Period"		the period commencing on 15 June 2015 and ending on the earlier of the date on which the Offer becomes or is declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide)
"Offer Price"		20 pence per Inspired Capital Share
"Opening Position Disclosure"		an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position
"Panel" or "Takeover Panel"		the Panel on Takeovers and Mergers
"Publicly Disclosed"		fairly disclosed in any public announcement by Inspired Capital to any Regulatory Information Service prior to the date of this announcement
"Regulatory Information Service"		any of the services authorised from time to time by the FCA for the purposes of disseminating regulatory announcements
"Restricted Jurisdiction"		any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Inspired Capital Shareholders in that jurisdiction
"Share Exchange Agreement"		the agreement dated 15 June 2015 between Bentley and Bentley Park as described in paragraph 10 of this announcement
"Third Party"		any central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction
"UK" or "United Kingdom"		the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"		the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US GAAP"		generally accepted accounting principles in the US

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

Category Code: OFB

Sequence Number: 470381

Time of Receipt (offset from UTC): 20150615T105544+0100

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Bentley Park (UK) Limited

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