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 OR REGULATIONS OF THAT JURISDICTION
23 September 2016
Bond International Software PLC ("Bond" or "the Company")
Update on Sale and Property Valuation
On 12 September 2016, Bond announced that it had conditionally agreed the sale of its recruitment software division to funds managed by Symphony Technology Group, LLC ("STG") (the "Sale"). The Sale is conditional upon the approval of the shareholders of Bond ("Bond Shareholders") at the forthcoming general meeting to be held at Courtlands, Parklands Avenue, Goring-By-Sea, Worthing, West Sussex BN12 4NQ at 10.00 am on 28 September 2016 (the "General Meeting"). At the time of that announcement, the independent directors of Bond recommended that Bond Shareholders vote in favour of the necessary resolution to approve the Sale at the General Meeting. That recommendation was based on the anticipation of the directors of Bond (the "Bond Directors") that the total distribution to Bond Shareholders from the members' voluntary liquidation of the Company after it has completed the Sale and paid all relevant transaction costs and taxes, should be between 113 pence and 114 pence per ordinary share in Bond plus the net sale proceeds of Bond's property at Courtlands, Parklands Avenue, Goring-By-Sea (the "Courtlands Property"). This was based on the assumptions set out in the circular to Bond Shareholders published by the Company on 12 September 2016.
Subsequently, on 23 September 2016, Bond and Constellation Software UK Holdco Limited ("Constellation") jointly announced Constellation's revised offer for all of the issued and to be issued ordinary shares of Bond not held by Constellation at 115.5 pence in cash per ordinary share (the "Revised Offer"). As explained in that announcement the Bond Directors unanimously recommend that the Bond Shareholders accept the Revised Offer.
Bond Shareholders should note that the Bond Directors have now received a valuation of the Courtlands Property which values the Courtlands Property at £1.8m as at 8 September 2016. The Bond Directors do not consider it likely that any tax liability will arise from the sale of the Courtlands Property. Accordingly, the Bond Directors now anticipate that the total distribution to Bond Shareholders from the members' voluntary liquidation of the Company after it has completed the Sale, sold the Courtlands Property and paid all relevant transaction costs and taxes, should be between 116 pence and 118 pence per ordinary share in Bond. This is based on the assumptions set out in the circular to Bond Shareholders published by the Company on 12 September 2016. There is no certainty that this valuation of the Courtlands Property would be realised in the event of its sale.
BOND SHAREHOLDERS SHOULD NOTE THAT THE BOND DIRECTORS, WHO HAVE BEEN SO ADVISED AS TO THE FINANCIAL TERMS BY HOULIHAN LOKEY CAPITAL INC ("HOULIHAN LOKEY"), UNANIMOUSLY RECOMMEND THAT BOND SHAREHOLDERS ACCEPT THE REVISED OFFER. THE VALUATION OF BOND'S PROPERTY DOES NOT AFFECT THAT RECOMMENDATION. IN PROVIDING ADVICE TO THE BOND DIRECTORS, HOULIHAN LOKEY HAS TAKEN INTO ACCOUNT THE BOND DIRECTORS' COMMERCIAL ASSESSMENT.
The information contained within this 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 a Regulatory Information Service, this inside information is now considered to be in the public domain.
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
Houlihan Lokey Capital Inc ("Houlihan Lokey"), is acting exclusively for Bond and no one else in connection with the matters referred to in this announcement 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 such matters, 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 and the valuation report dated 22 September 2016 in respect of the Company's property at Courtlands, Parklands Avenue, Goring-By-Sea, Worthing, West Sussex BN12 4NQ (the "Valuation Report") and the written consent of Lambert Smith Hampton referred to below will be available on the Company's website (www.bondinternationalsoftware.com) by no later than 12 noon (London time) on 26 September 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
The Valuation Report has been prepared by Lambert Smith Hampton in accordance with the Royal Institution of Chartered Surveyors Valuation Standards (the "Standards"). The basis of the valuation of the Courtlands Property set out in the Valuation Report is Market Value as such term is defined in the Standards, with the effective date of the valuation being 8 September 2016.
Lambert Smith Hampton of 5 Town Quay, Southampton SO14 2AQ, which is a corporate member of The Royal Institute of Chartered Surveyors, has given and not withdrawn its consent to the inclusion in this announcement of the references to its name and the Valuation Report in the form and context in which they appear and the publication of the Valuation Report on Bond's website (www.bondinternationalsoftware.com).
The Bond Directors accept responsibility for the information contained in this announcement. 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 is in accordance with the facts and does not omit anything likely to affect the import of such information.
This information is provided by RNS