Source - RNS
RNS Number : 6205K
Constellation Software Inc.
23 September 2016
 

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.

 

23 September 2016

 

For immediate release

 

 

JOINT ANNOUNCEMENT

RECOMMENDED REVISED CASH OFFER

by

Constellation Software UK Holdco Ltd ("Constellation UK")

for

Bond International Software plc ("Bond")

 

Summary

 

·   Constellation UK and Bond are pleased to announce a recommended revised cash offer from Constellation UK at 115.5p per Bond Share (the "Revised Offer").

·   AXA Investment Managers UK Ltd, who are yet to accept the Original Offer or the Revised Offer, have provided to Constellation UK an irrevocable undertaking to accept the Revised Offer in respect of 4,050,000 Bond Shares currently under its control, representing 9.6 per cent of the existing issued ordinary share capital. 

·   The Original Offer (as defined below), and therefore the Revised Offer, is subject to a condition that would enable Constellation UK to lapse the Revised Offer if the sale of the Recruitment Software Division (the "Sale"), announced by Bond on 12 September 2016, completes. Completion of the Sale is subject to a resolution to approve the Sale (the "Sale Resolution") at the general meeting of Bond Shareholders to be held at 10:00am on 28 September 2016 the ("General Meeting").    Constellation UK has informed the Bond Directors that if the Sale Resolution is passed the Offer shall lapse. However, 39.2 per cent. of Bond Shares which are held by parties acting in concert with, and from whom an irrevocable undertaking has been obtained by, Constellation UK, have either voted or irrevocably undertaken to vote against the Sale Resolution.  

Revised Offer

·   On 18 August 2016, Constellation UK made a cash offer of 105p for the entire issued and to be issued share capital of Bond not already owned by it or by persons acting in concert with it (the "Original Offer"). The Original Offer was made without the recommendation of the Bond Directors.

·   The boards of directors of Bond and Constellation UK announce that, following further discussions, the Bond Directors have agreed to recommend Constellation UK's Revised Offer on the basis of a cash consideration of 115.5p per Bond Share. The Revised Offer represents a premium of 10 per cent. to the Original Offer price of 105p and 32 per cent. to the Closing Price of 87.5p on 2 June 2016, being the last Business Day prior to the publication of the Possible Offer Announcement which commenced the Offer Period. The Revised Offer values the existing ordinary share capital of Bond at approximately £48.7 million.

·   The Bond Directors consider the greater certainty in timing and amount of cash distribution provided by the Revised Offer to better promote the interests of the Bond Shareholders as a whole than a distribution to Bond Shareholders via a members' voluntary liquidation of Bond following completion of the Sale on the terms agreed between Bond and Symphony Technology Group LLC ("STG").

·   Constellation UK reserves the right to make an equivalent reduction in its offer price if Bond announces, declares or pays any dividend or any other distribution to Bond Shareholders on or after 23 September 2016 except insofar as the right to receive such dividend or distribution is transferred to Constellation UK alone pursuant to the terms of the Revised Offer.

·   Under the rules of the City Code, Constellation UK is required to release an offer document in respect of the Revised Offer (the "Revised Offer Document") on or before 3 October 2016 (being the last date for revision of the Offer) unless subject to an extension with the consent of the Panel.

·   Terms defined in the Offer Document dated 18 August 2016 have the same meaning in this announcement, unless the context requires otherwise.

Acceptance levels and irrevocable undertaking in connection with the Revised Offer

·   As at 18.00 on 22 September 2016 (being the the latest practicable date prior to the release of this announcement) valid acceptances had been received from Bond Shareholders (other than persons acting in concert with Constellation UK and the shareholder who has provided an irrevocable undertaking to accept the Revised Offer) in respect of 2,652,723 Bond Shares representing approximately 6.3 per cent of Bond's existing issued ordinary share capital. Each of these acceptances may be counted by Constellation UK towards the satisfaction of the acceptance condition of the Offer and such acceptances represent approximately 8.9 per cent of Bond Shares to which the Offer relates.

 

·   Constellation UK and parties acting in concert with Constellation UK hold Bond Shares as follows:

Name

No. Bond Shares

% Holding

Trapeze ITS Luxembourg SARL

11,510,911

27.3%

Mark Leonard

965,000

2.3%

Constellation UK

0

0.0%

Total

12,475,911

29.6%

 

·   Shares owned by Constellation UK and parties acting in concert with Constellation UK are not shares to which the Original Offer or Revised Offer relate, and consequently Constellation UK and parties acting in concert with Constellation UK have not accepted the Original Offer or the Revised Offer. However, it is intended that arrangements shall be put in place between Constellation UK and parties acting in concert with it such that all Bond Shares held within such concert party group shall count towards the Acceptance Condition.

·   Save as disclosed in this Announcement neither Constellation UK nor any party acting in concert with Constellation UK has acquired or agreed to acquire any Bond Shares (or rights over such shares) since the commencement of the Offer Period.

·   Accordingly, on 22 September 2016, the latest practicable date prior to the release of this announcement, Constellation UK and parties acting in concert with Constellation UK either owned or had received valid acceptances in respect of a total of 15,128,634 Bond Shares, representing approximately 35.9 per cent of Bond's existing ordinary share capital.

·   AXA Investment Managers UK Ltd, who have yet to accept the Original Offer or the Revised Offer, have provided to Constellation UK an irrevocable undertaking to accept the Revised Offer in respect of 4,050,000 Bond Shares currently under its control, representing 9.6 per cent of the existing issued ordinary share capital. Accordingly, Constellation UK and parties acting in concert with Constellation UK either own, have received an irrevocable undertaking to accept, or have received valid acceptances, in respect of a total of 19,178,634 Bond Shares representing approximately 45.5 per cent. of such shares.

·   The irrevocable undertaking received in connection with the Revised Offer contains certain terms including:

that the undertaking shall lapse on 3 October 2016 if the Revised Offer Document has not been sent to Bond Shareholders (or such later date as may be allowed with the consent of the Panel); and

that the undertaking shall lapse on the date falling two business days after the Revised Offer lapses or is withdrawn unless within such two business day period Constellation UK announces its intention to implement the Revised Offer by way of a scheme of arrangement or otherwise; and

that AXA Investment Managers UK Ltd shall accept the Revised Offer in respect of all the Bond Shares it controls no later than 1.00 pm on the fifth business day after the Revised Offer Document is posted except where they are compelled not to do so and lose discretionary management control over such Bond Shares, the underlying beneficial owners give instructions to the contrary or where to do so would not in their reasonable opinion be in the best interests of the beneficial owner of the Shares (and, for these purposes, AXA Investment Managers UK Ltd have confirmed that it would not, in their reasonable opinion, be in the best interests of such beneficial owner to withhold or withdraw any acceptance under the Revised Offer unless a competing offer with a consideration in cash or cash equivalent of 121.275p or more per Bond Share is received); and

other customary terms for such an undertaking given by institutional investment managers.

·   Constellation UK shall be required to treat the Acceptance Condition as fulfilled provided that it  has received valid acceptances in respect of, or otherwise holds or has acquired or agreed to acquire over 50 per cent. of the voting rights normally exercisable at a general meeting of Bond (it being intended that arrangements shall be put in place between Constellation UK and parties acting in concert with it such that all Bond Shares held within such concert party group shall count towards the Acceptance Condition).

Bond Directors and Employees

·   It is intended that Stephen Russell, Richard Hall and Martin Baldwin will agree to resign upon the Revised Offer becoming or declared wholly unconditional, subject to their terms of engagement. Bruce Morrison and Tim Richards shall remain with the Bond Group under the ownership of Constellation UK and subject to their existing terms of engagement.

·   Constellation UK attaches great importance to the skills, expertise and knowledge of the employees of Bond and its subsidiaries, and expects them to continue to play a significant role in developing the business.

Bond Shareholders who have already accepted the Offer

·   Acceptances received from Bond Shareholders for the Original Offer at 105p shall count as valid acceptances towards the Revised Offer. Accordingly, such Bond Shareholders should take no further action and if the Revised Offer becomes or is declared unconditional in all respects such Bond Shareholders will receive the increased cash consideration of 115.5 pence per Bond Share.

Financing the Revised Offer

·   Assuming acceptance of the Revised Offer by all Bond Shareholders, and that arrangements shall be put in place between Constellation UK and parties acting in concert with it such that all Bond Shares held within such concert party group shall count towards the Acceptance Condition, the acquisition will result in the payment of approximately £35.4 million to Bond Shareholders other than those within the same corporate group as Constellation UK.

·   The cash consideration payable under the terms of the Revised Offer is to be financed out of existing cash resources of the CSI Group.

·   Herax, financial adviser to Constellation UK and CSI, has confirmed that it is satisfied that sufficient financial resources are available to Constellation UK to satisfy the cash consideration payable to Bond Shareholders as a result of full acceptance of the Revised Offer.

Update on position of preliminary discussions with ESW

On 1 September 2016 it was announced that ESW Capital LLC ("ESW") had made a preliminary approach to Bond about a possible cash offer by ESW or an affiliated entity to acquire all
of the issued and to be issued ordinary share capital of Bond. Whilst certain discussions have been held between Bond's advisers and ESW, ESW has made no firm offer and there can be no certainty that a firm offer by ESW will be made, nor as to the terms on which any firm offer might be made. Under Rule 2.6(d) of the City Code, ESW must, by 5.00 pm on 10 October 2016, either announce a firm intention to make an offer for Bond in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies, unless the Takeover Panel has consented to an extension to such deadline.

Internal reorganisation

At the request of Constellation UK, if the Sale Resolution is not passed or the Sale otherwise lapses or is terminated (see further below under "General meeting in relation to proposed sale of Recruitment Software Division"), the Bond Directors intend to procure insofar as they are able (and subject always to any requirements under the City Code) that Bond's UK subsidiary Bond International Software (UK) Ltd acquires certain intellectual property of its US subsidiary Bond International Inc. at fair market value prior to the Revised Offer being declared unconditional in all respects.

Recommendation

The Bond Directors, who have been so advised by Houlihan Lokey Capital, Inc. ("Houlihan Lokey"), consider the terms of the Revised Offer to be fair and reasonable and accordingly the Bond Directors recommend unanimously that Bond Shareholders accept the Revised Offer. In providing advice to the Bond Directors, Houlihan Lokey has taken into account the commercial assessments of the Bond Directors. Houlihan Lokey is providing independent financial advice for the purposes of Rule 3 of the City Code to the Bond Directors.

As explained below, the Bond Directors are obliged under the irrevocable undertakings that they have given to vote in favour of Sale  Resolution which will be proposed at the General Meeting. If the Sale Resolution is not passed, or the Sale otherwise lapses or terminates, the Bond Directors (and, where applicable, their wives) intend to accept the Revised Offer in respect of the 6,831,631 Bond Shares in which they are interested, representing approximately 16.22 per cent. of the issued share capital of Bond.

General Meeting in relation to proposed sale of the Recruitment Software Division

·   On 12 September 2016, Bond gave notice of the General Meeting at which (inter alia) the Sale Resolution to authorise the Sale of the Recruitment Software Division to funds managed by STG will be proposed.

·   The Bond Directors gave irrevocable undertakings to Bond (on a several basis) that they and their wives (where applicable) would vote in favour of the Sale Resolution in respect of a total holding of 6,831,631 Bond Shares representing approximately 16.22 per cent. of the issued share capital of Bond. The irrevocable undertakings given by the Bond board shall terminate if the Sale lapses or is terminated, or the Sale Resolution is not passed at the General Meeting or any adjournment thereof. These irrevocable undertakings do not lapse as a result of the Revised Offer.

·   A further irrevocable undertaking to vote in favour of the Sale Resolution was procured from AXA Investment Managers UK Ltd in respect of 4,050,000 Bond Shares, representing approximately 9.6 per cent. of the issued share capital of Bond. This irrevocable undertaking terminated if an offer or revised offer in respect of the share capital of Bond is announced at a price of 115.5p or more. Consequently, this irrevocable undertaking lapsed upon release of this Announcement.  AXA Investment Managers UK Ltd has instead irrevocably undertaken to Constellation UK to vote against the Sale Resolution in respect of the 4,050,000 Bond Shares it currently controls (save in certain limited circumstances as is customary for such an undertaking given by institutional investment managers), representing approximately 9.6 per cent. of the issued share capital of Bond.  In addition, parties acting in concert with Constellation UK have submitted proxies to vote all of their 12,475,911 Bond Shares (representing approximately 29.6 per cent. of the issued share capital of Bond) against the Sale Resolution. Together, the Bond Shares that AXA Investment Managers UK Ltd and parties acting in concert with Constellation UK have submitted proxies to vote against, or irrevocably undertaken to vote against, the Sale Resolution represent approximately 39.2 per cent. of the voting rights exercisable at the General Meeting.

·   Bond Shareholders should note the following important information in respect of the Sale and the General Meeting:

the General Meeting at which the Sale Resolution will be proposed will still be held at 10.00  a.m. on 28 September 2016 at the offices of Bond at Courtlands, Parklands Avenue, Goring by Sea, Worthing, West Sussex BN12 4NQ. The Sale Resolution is an ordinary resolution which would be passed by a simple majority of those Bond Shareholders voting in person or by proxy;

the Bond Directors are still obliged under the terms of the irrevocable undertakings that they have given to procure that they and their wives (where applicable) will vote in favour of the Sale Resolution in respect of in aggregate the 6,831,631 Bond Shares in which they are interested, which represent approximately 16.22 per cent. of the issued share capital of Bond;

as explained above, the Bond Directors now unanimously recommend that Bond Shareholders accept the Revised Offer, as they (and their wives, where applicable) intend to do in respect of their holdings of Bond Shares if the Sale Resolution is not passed or the Sale otherwise lapses or is terminated;

the Revised Offer is conditional upon no member of the Bond Group having either (i) entered into an unconditional binding commitment, or (ii) entered into a binding conditional contract in respect of which all conditions have been fulfilled which, when aggregated together with any and all other binding commitments entered into by the members of the Bond Group, would, upon completion of such commitments, result in the disposal by the Bond Group of all or substantially all of the assets of  the Recruitment Software Division (whether by way of asset sale, share sale or otherwise). Constellation UK has informed the Bond Directors that if the Sale Resolution is passed the Offer shall lapse; and

however Bond Shareholders intend to vote at the General Meeting, the deadline for submitting forms of proxy in respect of the General Meeting is 10.00 a.m. on 26 September 2016 (or 48 hours (excluding non-Business Days) prior to any adjourned General Meeting). Bond Shareholders who wish to complete and return a form of proxy in respect of the General Meeting, or who, having already submitted a form of proxy, wish to change their vote, must complete, sign and return their form of proxy so as to be received by Bond's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR as soon as possible, but in any event so as to be received not later than 10.00 a.m. on 26 September 2016 (or 48 hours (excluding non-Business Days) prior to any adjourned General Meeting). Completion and return of a form of proxy will not prevent a Bond Shareholder from attending the General Meeting and voting in person. Further details are set out below.      

·   In accordance with the terms of the conditional agreement entered into between Bond and STG, following termination of the sale of the Recruitment Software Division, Bond shall pay STG a contribution to their reasonable costs and expenses subject to a cap of £350,000.

 

Procedures in respect of Forms of Proxy for the General Meeting

 

To be valid, forms of proxy in respect of the General Meeting should be completed, signed and returned so as to be received by Bond's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR as soon as possible, but in any event so as to be received not later than 10.00 a.m. on 26 September 2016 (or 48 hours (excluding non-business days) prior to any adjourned General Meeting). Completion and return of a form of proxy will not prevent a Bond Shareholder from attending the General Meeting and voting in person.

 

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

 

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited on 01252 821 390. Share Registrars cannot advise you on the Revised Offer or how to cast your vote at the General Meeting.

 

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

 

In order to revoke a proxy instruction you will need to inform Bond using one of the following methods:

 

·   by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, or

 

·   by scan and email to [email protected]

 

In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

 

In either case, the revocation notice must be received by Share Registrars Limited no later than 10.00 a.m. on 26 September 2016 (or 48 hours (excluding non-business days) prior to any adjourned General Meeting).

 

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

 

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

 

Bond Shareholders who hold their Bond Shares in certificated form are referred to the detailed notes contained in the notice convening the General Meeting and the accompanying form of proxy.

 

Action to Be Taken to Accept the Revised Offer

 

Acceptances received from Bond Shareholders for the Original Offer at 105p shall count as valid acceptances towards the Revised Offer. Accordingly, such Bond Shareholders should take no further action and if the Revised Offer becomes or is declared unconditional in all respects such Bond Shareholders will receive the increased cash consideration of 115.5 pence per Bond Share.

The Revised Offer Document and the form of acceptance to accompany it (the "New Form of Acceptance")  will be sent to Bond Shareholders as soon as is reasonably practicable and in any event not later than 3 October 2016, other than to Overseas Shareholders in the circumstances permitted under the City Code or in accordance with any dispensation given by the Panel. The full terms of and conditions to the Revised Offer will be set out in the Revised Offer Document and the New Form of Acceptance.  In deciding whether or not to accept the Revised Offer, Bond Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Revised Offer Document and New Form of Acceptance.

If you have any questions relating to acceptance of the Revised Offer, please contact the Receiving Agent, Neville Registrars, on 0121 585 1131 from within the UK or on +44 121 585 1131 calling from outside the UK. Lines are open 9.00am to 5.00pm (London time) Monday to Friday (excluding public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Revised Offer nor give any financial, legal or tax advice. Calls are charged at your network providers standard rate. Calls outside the UK will be charged at the applicable international rate.

 

 

MAR

 

Market soundings, as defined in the Market Abuse Regulation ("MAR"), were taken in respect of the Revised Offer with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to Bond and its securities.

 

 

Enquiries:

 

Bond International Software plc

 

Steve Russell: Group Chief Executive                              Tel: +44 (0)1903 707070

Bruce Morrison: Group Finance Director

 

Houlihan Lokey Capital, Inc. (Financial Adviser to Bond)

 

Thomas Bailey                                                               Tel: +1 404 495 7056

 

Cenkos Securities plc (Nomad to Bond)

 

Stephen Keys                                                                Tel: +44 (0)20 7397 8900

Camilla Hume

 

Buchanan Communications Ltd (Bond public relations adviser)

 

Richard Darby                                                                Tel: +44 (0)20 7466 5000

Steph Watson

 

Constellation UK and CSI

 

Mark Leonard                                                                      Tel: +1 416 861 2279

 

Herax Partners LLP (Financial Adviser to Constellation UK)

 

Angus MacPherson                                                        Tel: +44 (0)20 7399 1680

John Mellett

 

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Herax Partners LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Constellation UK and Constellation Software Inc. and no one else in connection with the Revised Offer and will not be responsible to anyone other than Constellation UK and Constellation Software Inc. for providing the protections afforded to clients of Herax Partners LLP or for providing advice in connection with the Revised Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Herax Partners LLP 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 Herax Partners LLP in connection with this announcement, any statement contained herein or otherwise.

Houlihan Lokey is acting exclusively for Bond and no one else in connection with the Revised 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 Revised 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.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE REVISED OFFER WILL BE MADE SOLELY BY MEANS OF THE REVISED OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE REVISED OFFER DOCUMENT.

Unless otherwise determined by Constellation UK and subject to any dispensation required from the Panel, the Revised Offer will not be made, directly or indirectly, in or into or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of any Restricted Jurisdiction, and the Revised Offer, when made, should not be accepted by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, copies of the Announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent, into or from any Restricted Jurisdiction and persons receiving the Announcement (including, without limitation custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction.  Doing so may render invalid any purported acceptance of the Revised Offer. Notwithstanding the foregoing, Constellation UK will retain the right to permit the Revised Offer to be accepted and any sale of securities pursuant to the Revised Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.

Responsibility Statements

The Constellation UK Directors accept responsibility for the information contained in this announcement, other than the recommendation of the Bond Directors and the other information for which the Bond Directors take responsibility. To the best of the knowledge and belief of the Constellation UK Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Bond Directors accept responsibility for the information contained in this announcement insofar as it relates to Bond, the Bond Directors and their wives, the Sale and the General Meeting and for the Bond Directors' recommendation of the Revised Offer. To the best of the knowledge and belief of the Bond Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement has been released with the consent of both Constellation UK and Bond.

Further Information on the Revised Offer

Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Non-Voting Convertible Shares outstanding in Bond. As such, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities. Accordingly, the Bond Non-Voting Convertible Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.

The availability of the Revised Offer to Bond Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Bond Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

This summary and this Announcement have been prepared for the purposes of complying with English law, the AIM Rules and the City Code and information disclosed may not be the same as that which would have been disclosed if this summary and this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Revised Offer will be subject to the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the City Code.

Forward Looking Statements

This Announcement, including information included or incorporated by reference in this Announcement, contains "forward-looking statements" concerning Bond and Constellation UK. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Neither Constellation UK nor Bond assumes any obligation with respect to, and do not intend to update, these forward-looking statements, except as required pursuant to applicable law.

No profit forecasts

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bond for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bond.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 City 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 p.m. (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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Purchases outside the Revised Offer

Constellation UK or its nominees or brokers (acting as agents) may purchase Bond Shares otherwise than under the Revised Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the City Code and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and the irrevocable undertaking given by AXA Investment Managers UK Ltd will be made available at www.heraxpartners.com and www.bondinternationalsoftware.com no later than 12:00 noon (London time) on 26 September 2016 (being the Business Day following the date of this Announcement). The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Bond Share Capital

References to the existing issued share capital of Bond are references to Bond Shares in issue on 22 September 2016 (being the last practicable Business Day prior to the release of this Announcement), being 42,126,794 Bond Shares.

 

Information relating to Bond Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Bond Shareholders, persons with information rights and other relevant persons for the receipt of communications from Bond may be provided to Constellation UK during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.


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