Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
For Immediate Release
1 September 2016
Bond International Software plc ("Bond" or the "Company")
Posting of circular advising Bond shareholders to reject the Constellation Offer
The Directors of Bond announce the publication today by the Company of its circular to shareholders (the "Circular") setting out its detailed response to the Constellation Offer and recommending that shareholders reject the Constellation Offer in favour of Bond's alternative strategy, consisting of a divestment programme and return of capital to shareholders though a distribution.
The key points made in the Circular are as follows:
· The Constellation Offer undervalues the Company.
· The Board believes that the divestiture strategy will ultimately deliver more cash to shareholders than the Constellation Offer.
· Constellation is attempting to get away with a bargain at shareholders' expense.
The Board has given careful consideration to the merits of the Constellation Offer and has unanimously concluded, having consulted its financial advisers, Houlihan Lokey, that it is not in the best interests of shareholders to accept the Constellation Offer as it fails fully to reflect the fair value of the Company.
The Board recommends that shareholders do not accept the Constellation Offer, and take no further action.
A copy of the Circular is and will be available free of charge, subject to certain restrictions relating to persons in any jurisdiction where release, publication or distribution of this document would constitute a violation of the securities law of such jurisdiction, for inspection on Bond's website at:
www.bondinternationalsoftware.com/investorinfo/ while the Constellation Offer remains open for acceptance.
The information contained within the announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
For further information, please contact:
Bond International Software plc: Tel: 01903 707070
Steve Russell: Group Chief Executive
Bruce Morrison: Group Finance Director
Buchanan: Tel: 020 7466 5000
Houlihan Lokey Capital, Inc. (Financial adviser)
Thomas Bailey Tel: 001 404 495 7056
Cenkos Securities plc (Nomad) Tel: 020 7397 8900
The following definitions apply throughout this announcement unless the context requires otherwise:
"Board" or "Directors" means the board of directors of the Company
"Company" or "Bond" means Bond International Software plc, a company incorporated in England and Wales with registered number 2142222
"Constellation" means Constellation Software UK Holdco Limited, a company incorporated in England and Wales with registered number 9206065 whose registered address is at The Mill, Staverton, Trowbridge, Wiltshire BA14 6PH
"Constellation Offer" means the offer made by Constellation to acquire the entire issued and to be issued ordinary share capital of the Company not already owned by Constellation or parties acting in concert with Constellation on the terms and subject to the conditions set out in the offer Document and form of acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it
"Houlihan Lokey" means Houlihan Lokey Capital, Inc, and any affiliate thereof advising the Company
"Offer Document" means the offer document dated 18 August 2016 published by Constellation in respect of the Offer
Houlihan Lokey is acting exclusively for Bond and no one else in connection with the Offer and will not be responsible to anyone other than Bond for providing the protections afforded to clients of Houlihan Lokey or for providing advice in connection with the Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Houlihan Lokey nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement or any statement contained herein or otherwise.
Publication on Website
A copy of this announcement will be available on the Company's website (www.bondinternationalsoftware.com/investor-info/) by no later than 12 noon (London time) on 2 September 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
You may request a hard copy of this announcement by contacting the Company Secretary at Courtlands, Parklands Avenue, Goring West Sussex BN12 4NG. Telephone number: 01903 707070.
You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 Takeover Code, any person who is, or becomes, interested in 1% 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(s), 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 Takeover 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.
The Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
This information is provided by RNS