Source - RNS
RNS Number : 1695M
Constellation Software Inc.
11 October 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.

 

11 October 2016

 

For immediate release

 

FINAL INCREASED CASH OFFER

by

Constellation Software UK Holdco Ltd ("Constellation UK")

for

Bond International Software plc ("Bond")

 

 

Summary

 

·      Constellation UK announces a Final Increased Offer of 121 pence per Bond Share in cash. Acceptances received from Bond Shareholders for the Original Offer at 105 pence per Bond Share and the Revised Offer at 115.5 pence per Bond Share shall count as valid acceptances towards the Final Increased Offer (to the extent they have not been, or will not be, withdrawn).

·      Bond's liquidation strategy is uncertain with respect to timing and amount of distribution to Bond Shareholders.

·      Constellation UK's Final Increased Offer represents clarity and certainty in timing and amount for Bond Shareholders, with consideration to be received within 14 days of the Final Increased Offer becoming unconditional in all respects by Bond Shareholders who accept the Final Increased Offer by that date. Accordingly, Constellation UK expects that consideration could be received by 11 November 2016.

·      If the Amended Sale Resolution is passed the Final Increased Offer shall lapse. Constellation UK urges Bond Shareholders to vote AGAINST the Amended Sale Resolution.

·      Taking into account irrevocable undertakings entered into by the Bond Directors and certain other Bond Shareholders, and as stated in the announcement by STG on 5 October, STG has received (as far is Constellation UK is aware) irrevocable undertakings to vote in favour of the Amended Sale Resolution over in aggregate 12,038,631 Bond Shares, representing approximately 28.58 per cent of the Bond Shares in issue. On 10 October 2016, Constellation UK and parties acting in concert with Constellation UK owned 12,475,911 Bond Shares representing approximately 29.61 per cent of the Bond Shares in issue. Constellation UK and parties acting in concert with it will vote against the Amended Sale Resolution.

·      Following the release of Bond's announcement and associated circular on 5 October 2016 and Constellation UK's advisers' consultation with the Panel, a revised timetable for the Revised Offer and Final Increased Offer has been set so that the last date by which the Final Increased Offer can be declared unconditional as to acceptances is extended from 18 October 2016 to 26 October 2016.

·      On 10 October 2016, Constellation UK and parties acting in concert with Constellation UK either owned, or have received valid acceptances in respect of a total of 18,198,638 Bond Shares, representing approximately 43.2 per cent of Bond's existing issued ordinary share capital.

 

Constellation UK urges Bond Shareholders to vote AGAINST the sale of the Recruitment Software division and accept the Final Increased Offer.

 

 

 

Final Increased Cash Offer

 

Constellation UK notes the announcement made by Bond on 5 October 2016 regarding the withdrawal of its recommendation for Constellation UK's offer, the recommended improved terms for the sale of the Recruitment Software Division and notice of a general meeting due to take place on 24 October 2016 and announces a final increased cash offer of 121 pence per Bond Share (the "Final Increased Offer") otherwise on the same terms as the Revised Offer set out in the Revised Offer Document posted to Bond Shareholders on 3 October 2016.

 

The Final Increased Offer is within the range of anticipated final distribution to Bond Shareholders under a Bond members' voluntary liquidation as proposed by the Bond Directors and also represents considerably greater certainty in timing and amount.

 

On 18 August 2016, Constellation UK made a cash offer of 105 pence 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.

 

On 3 October 2016, Constellation UK made a cash offer of 115.5 pence 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 "Revised Offer"). The Revised Offer was recommended by the Bond Directors, and this recommendation was withdrawn as detailed in Bond's announcement on 5 October 2016.

The Final Increased Offer represents a premium of 38 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 Final Increased Offer values the existing ordinary share capital of Bond at approximately £51.0 million.

The Original Offer, the Revised Offer and the Final Increased Offer, are subject to a condition that would enable Constellation UK to lapse the Final Increased Offer if the sale of the Recruitment Software Division on updated terms under a Deed of Amendment (the "Amended Sale" and the "Deed of Amendment"), announced by Bond on 5 October 2016, completes. Completion of the Amended Sale is subject to a resolution to approve the Amended Sale (the "Amended Sale Resolution") at the general meeting of Bond Shareholders to be held at 11:30am on 24 October 2016 the ("Amended General Meeting").  If the Amended Sale Resolution is passed the Final Increased Offer (and, for the avoidance of doubt, the Original Offer and the Revised Offer) shall lapse.

 

As per STG's announcement on 5 October 2016, taking into account the irrevocable undertakings entered into by the Bond Directors to vote (or procure the vote) in favour of the Amended Sale Resolution in respect of an aggregate of 6,751,631 Ordinary Shares (representing approximately 16.03 per cent. of the Bond Shares in issue) and irrevocable undertakings obtained from certain other Bond Shareholders over, in aggregate, 5,287,000 Bond Shares (representing approximately 12.55 per cent. of the Bond Shares in issue), irrevocable undertakings to vote in favour of the Sale Resolution have been received by Bond or by STG over in aggregate 12,038,631 Bond Shares, representing approximately 28.58 per cent of the Bond Shares in issue. If the Amended Sale Resolution is passed, the Final Increased Offer will lapse. As detailed below, Constellation UK and parties acting in concert with Constellation UK either own or have received valid acceptances in respect of a total of 18,198,638 Bond Shares representing in aggregate 43.2 per cent. of Bond Shares outstanding.

 

Constellation UK urges Bond Shareholders to VOTE AGAINST THE AMENDED SALE RESOLUTION and accept the Final Increased Offer. Bond Shareholders should refer to the section below relating to the Amended Sale Resolution for information on how to vote against the Amended Sale Resolution.

 

In light of Bond's entry into the Deed of Amendment and following consultation between Constellation UK's advisers and the Panel, the Panel has agreed that Constellation UK may seek to implement a revised timetable for the Revised Offer so that the last date by which the Revised Offer can be declared unconditional as to acceptances is extended from 18 October 2016 to 26 October 2016. However Bond Shareholders are urged to ACCEPT THE FINAL INCREASED OFFER AS SOON AS POSSIBLE. The sooner Constellation UK has received valid acceptances sufficient to declare the Final Increased Offer unconditional as to acceptances, the sooner certainty will be achieved with regard to the outcome of the Amended General Meeting and the sooner Bond Shareholders will receive their consideration from Constellation UK.

 

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 10 October 2016 except insofar as the right to receive such dividend or distribution is transferred to Constellation UK alone pursuant to the terms of the Final Increased Offer.

 

The Final Increased Offer is final and will not be increased further (except that Constellation UK reserves the right to revise and/or increase the Final Increased Offer, in accordance with paragraph 4 Part B of Appendix 1 to the Original Offer Document, if a competitive situation (as determined by the Panel) arises or Bond announces material new information, of the kind referred to in Rule 31.9 of the City Code after Day 39 of the Final Increased Offer). Constellation notes that Day 39 of the Offer Period was 5 October 2016 under the revised timetable agreed with the Panel.

 

Under the rules of the City Code, Constellation UK is required to release an offer document in respect of the Final Increased Offer (the "Final Increased Offer Document") on or before 12 October 2016 (being the last date for revision of the Offer) unless subject to an extension with the consent of the Panel.

 

The Bond Directors have advised that Bond Shareholders who have accepted the Original Offer or the Revised Offer withdraw their acceptances. If insufficient acceptances are received to declare the Final Increased Offer unconditional as to acceptances, the Final Increased Offer will lapse and Bond Shareholders will receive no consideration from Constellation UK. As such, Constellation UK urges Bond Shareholders NOT to withdraw their acceptances, and those who have not yet accepted the Original Offer or Revised Offer to accept the Final Increased Offer as soon as possible.

 

If the Amended Sale Resolution is not passed and the Final Increased Offer is declared unconditional as to acceptances it is expected that, as previously stated, the Bond Directors will 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 Final Increased Offer being declared unconditional in all respects.

FINANCING THE FINAL INCREASED OFFER

Assuming full acceptance of the Final Increased 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 £35.9 million to Bond Shareholders other than those within the Constellation UK concert party group.

The cash consideration payable under the terms of the Final Increased 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 Final Increased Offer.

Bond's Liquidation Strategy Represents Uncertainty

 

The Bond Directors, as stated in the circular released by Bond on 5 October 2016, currently anticipate that the total distribution to Shareholders from the members' voluntary liquidation of Bond after it has completed the Amended Sale and paid all relevant transaction costs and taxes should be in the range of 121 pence and 122.5 pence per Bond Share. However, the calculation of the total anticipated distribution is subject to a number of caveats and based on the knowledge of the Bond Directors at the time of the circular released by Bond on 5 October 2016 containing the improved terms of STG's offer. A number of assumptions are made, including that:

 

(i)         the resolution to approve the members' voluntary liquidation is passed by the requisite majority (being not less than 75% of the votes cast in person or by proxy);

(ii)         there are no warranty or indemnity claims pursuant to the disposal of the Payroll Subsidiaries;

(iii)        no significant costs are incurred in excess of the transaction costs disclosed in the Bond announcement of 5 October 2016; and

(iv)        that the whole process is completed as soon as practicable after 19 August 2017 (being the expiry date of the warranty and indemnity period pursuant to the disposal of the Payroll Subsidiaries).

 

If any of these assumptions are incorrect, it may have a material impact upon the timing and/or amount of cash distributed to Bond Shareholders.

 

Bond Shareholders should also note that there are a number of factors which could cause the amount of the final cash distribution(s) from a liquidation to differ materially from those currently estimated by the Bond Directors, including: market conditions, final disposal and liquidation costs, liabilities arising which the Bond Directors were not aware of at the time of the circular released by Bond on 5 October 2016 and the computation of all taxes payable as a result of the disposals and liquidation.

 

While the Bond Directors currently anticipate an initial distribution of 115.0 - 116.0 pence per Bond Share in December 2016, this distribution remains uncertain and is subject to the same caveats as the total distribution above and, in any case, would be paid significantly later than the consideration payable pursuant to acceptance of Constellation UK's Final Increased Offer, which Constellation UK expects could be paid by 11 November 2016 (or within 14 days of any Bond Shareholders accepting the Final Increased Offer if accepting after the Final Increased Offer has been declared unconditional in all respects).

 

THE BOND GENERAL MEETING ON 24 OCTOBER 2016 TO CONSIDER (AND ACTIONS THAT NEED TO BE TAKEN BY BOND SHAREHOLDERS TO VOTE AGAINST) THE AMENDED SALE RESOLUTION

 

If the Amended Sale Resolution is passed the Final Increased Offer shall lapse. Constellation UK urges Bond Shareholders to vote AGAINST the Amended Sale Resolution.

 

Taking into account irrevocable undertakings entered into by the Bond Directors and certain other Bond Shareholders, and as stated in the announcement by STG on 5 October 2016, STG have received (as far as Constellation is aware) irrevocable undertakings to vote in favour of the Amended Sale Resolution over in aggregate 12,038,631 Bond Shares, representing approximately 28.58 per cent of the Bond Shares in issue. On 10 October 2016, Constellation UK and parties acting in concert with Constellation UK owned 12,475,911 Bond Shares representing approximately 29.61 per cent of the Bond Shares in issue. Constellation UK and parties acting in concert with Constellation UK will vote against the Amended Sale Resolution.

 

It is vital that all Bond Shareholders who wish to vote against the Amended Sale Resolution complete a Form of Proxy (as this is a new (rather than adjourned) meeting previous forms of proxy will not apply) that gives clear direction to vote AGAINST (it should be noted that the Chairman has discretion to vote how he sees fit if no direction is given). Forms of Proxy to vote against must be received by the Registrar by 11.30 a.m. on 20 October 2016 (and Bond Shareholders will need to contact their custodian or other relevant party in time) unless they attend the meeting itself. Further information is contained on the Form of Proxy. Please contact Boudicca Proxy Ltd, Constellation UK's proxy solicitation agents, on +44 (0)20 7099 2075 or [email protected], or the Registrar should you wish to have assistance in completing a Form of Proxy to vote AGAINST the Amended Sale Resolution.

 

Constellation UK's Final Increased Offer Represents Certainty

 

Constellation UK's Final Increased Offer represents clarity and certainty with respect to timing and amount of distribution of cash to Bond shareholders, specifically 121 pence per Bond Share which will be paid to each shareholder who has accepted the Final Increased Offer within 14 days of the Final Increased Offer becomes unconditional in all respects or, if later, 14 days of such shareholder accepting the Final Increased Offer. Constellation UK expects consideration could be received by 11 November 2016 for Bond Shareholders who have accepted the Final Increased Offer by the date that the Final Increased Offer is declared unconditional in all respects.

 

Constellation UK's Final Increased Offer will remain open for acceptance until 1.00pm on 26 October 2016 and Constellation UK urges Bond Shareholders to accept the Final Increased Offer as soon as possible.

 

Level of Acceptances in Respect of Constellation UK's Offers to Date

As at the close of business on 10 October 2016 (being the latest practicable date prior to the publication of this announcement) valid acceptances had been received from Bond Shareholders (other than persons acting in concert with Constellation UK) in respect of 5,722,727 Bond Shares representing approximately 13.6 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 Original Offer and Revised Offer and such acceptances represent approximately 19.3 per cent of Bond Shares to which the Original Offer and Revised 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

27.32%

Mark Leonard

965,000

2.29%

Constellation UK

0

0.00%

Total

12,475,911

29.61%

 

Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Bond Non-Voting Convertible Shares outstanding in Bond. As noted in the Offer Document, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities and as such 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. Aside from such Bond Non-Voting Convertible Shares, Constellation UK and parties acting in concert with Constellation UK hold no rights to subscribe, short positions, derivatives, agreements to sell, delivery obligations or rights to require another person to purchase or take delivery of Bond Shares.

Shares owned by Constellation UK and parties acting in concert with Constellation UK are not shares to which the Original Offer, the Revised Offer or the Final Increased Offer relate, and consequently Constellation UK and parties acting in concert with Constellation UK have not accepted the Original Offer, the Revised Offer or the Final Increased 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.

Accordingly, on 10 October 2016, Constellation UK and parties acting in concert with Constellation UK either owned or have received valid acceptances in respect of a total of 18,198,638 Bond Shares, representing approximately 43.2 per cent of Bond's existing issued ordinary share capital.

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.

 

Action to Be Taken to Accept the Final Increased Offer

 

Acceptances received from Bond Shareholders for the Original Offer at 105 pence per Bond Share and the Revised Offer at 115.5 pence per Bond Share shall count as valid acceptances towards the Final Increased Offer (to the extent they have not been, or will not be, withdrawn). Accordingly, such Bond Shareholders should take no further action and if the Final Increased Offer becomes or is declared unconditional in all respects such Bond Shareholders will receive the increased cash consideration of 121 pence per Bond Share.

The Final Increased Offer Document and the form of acceptance to accompany it (the "Final Increased Offer Form of Acceptance")  will be sent to Bond Shareholders as soon as is reasonably practicable and in any event not later than 12 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 Final Increased Offer will be set out in the Final Increased Offer Document and the Final Increased Offer Form of Acceptance.  In deciding whether or not to accept the Final Increased Offer, Bond Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Final Increased Offer Document and Final Increased Offer Form of Acceptance.

If you have any questions relating to acceptance of the Final Increased 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 Final Increased 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.

 

Terms defined in the Revised Offer Document dated 3 October 2016 have the same meaning in this announcement, unless the context requires otherwise.

 

Enquiries:

 

Herax Partners LLP (Financial Adviser to Constellation UK)

 

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

John Mellett

 

Boudicca Proxy Ltd

 

Sheryl Cuisia                                                                       Tel: +44 (0)20 7099 2075

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 Final Increased 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 Final Increased 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.

Unless otherwise determined by Constellation UK and subject to any dispensation required from the Panel, the Final Increased 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 Final Increased 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 Final Increased Offer. Notwithstanding the foregoing, Constellation UK will retain the right to permit the Final Increased Offer to be accepted and any sale of securities pursuant to the Final Increased 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. 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.

Further Information on the Final Increased 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 Final Increased 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 Final Increased 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. Constellation UK assumes no obligation with respect to, and does 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 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.

Purchases outside the Final Increased Offer

Constellation UK or its nominees or brokers (acting as agents) may purchase Bond Shares otherwise than under the Final Increased 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 Website

A copy of this announcement will be made available at www.heraxpartners.com no later than 12:00 noon (London time) on 12 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.

Bond Share Capital

References to the existing issued share capital of Bond are references to Bond Shares in issue on 10 October 2016 (being the last practicable Business Day prior to the release of this Announcement), being 42,126,794 Bond Shares.


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

Related Charts

Bond International Software (BDI)

0.00 (0.00%)
delayed 18:15PM