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.
10 October 2016
For immediate release
REVISED CASH OFFER
Constellation Software UK Holdco Ltd ("Constellation UK")
Bond International Software plc ("Bond")
STATEMENT RE WITHDRAWAL OF IRREVOCABLE UNDERTAKING
On 3 October 2016 Constellation UK disclosed in its Revised Offer Announcement that AXA Investment Managers UK Ltd had 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 Bond's existing issued ordinary share capital (the "AXA Irrevocable Undertaking").
Under the AXA Irrevocable Undertaking, AXA Investment Managers UK Ltd agreed to accept the Revised Offer in respect of all the Bond Shares it controls by no later than 1.00 pm on the fifth business day after the Revised Offer Document (such date being today, 10 October 2016) and agreed that they would not be able to withdraw from any commitment under the AXA Irrevocable Undertaking except in certain circumstances including where to do so is in their reasonable opinion otherwise in the best interests of the beneficial owners of such Bond Shares (for the avoidance of doubt (but without limitation) they agreed that it would not be in their reasonable opinion in the interests of the beneficial owners of such Bond Shares to accept any other offer for the Bond Shares and therefore withdraw from any commitment to the AXA Irrevocable Undertaking unless it was for consideration in cash or cash equivalent of 121.275p or more per Bond Share).
Pursuant to the requirements of Rule 2.10, Constellation UK announces that it was informed today, that AXA Investment Managers UK Ltd have withdrawn from the commitments in the AXA Irrevocable Undertaking as, in their reasonable opinion, it is in the best interest of the beneficial owners of the Bond Shares it controls to do so.
Terms defined in the Revised Offer Document dated 3 October 2016 have the same meaning in this announcement, unless the context requires otherwise.
Herax Partners LLP (Financial Adviser to Constellation UK)
Angus MacPherson Tel: +44 (0)20 7399 1680
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 Possible 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 Possible 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.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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.
Publication on Website
A copy of this announcement will be made available at www.heraxpartners.com no later than 12:00 noon (London time) on 11 October 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.
This information is provided by RNS