26 Sep 2016 18:21
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 SUCH JURISDICTION
26 September 2016
Bond International Software PLC ("Bond" or "the Company")
Adjournment of General Meeting
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 a general meeting, which was 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"). A copy of the circular relating to the Sale was sent to the Bond Shareholders on 12 September 2016 and can also be found on the Company's website at www.bondinternationalsoftware.com/investor-info/.
Subsequently, on 23 September 2016, Bond and Constellation Software UK Holdco Limited ("Constellation") jointly announced Constellation's revised offer to acquire all of the issued and to be issued ordinary shares of Bond not held by Constellation at a price of 115.5 pence in cash per ordinary share (the "Revised Offer"). A copy of the joint announcement relating to the Revised Offer can be found on the Company's website at www.bondinternationalsoftware.com/investor-info/.
The directors of Bond consider that there has been insufficient time for Bond Shareholders between the announcement of the Revised Offer and the deadline for submission or amendment of proxy forms for the General Meeting for Bond Shareholders to consider the Revised Offer. Therefore, the Chairman intends to adjourn the General Meeting on 28 September 2016 in accordance with the Company's articles of association on the basis that such adjournment is necessary so that the business of the General Meeting may be properly concluded.
The Company will notify Bond Shareholders in due course as to the time and date on which the adjourned General Meeting will be held and the time and date by which forms of proxy for the adjourned General Meeting will require to be submitted. Bond Shareholders who have already submitted forms of proxy for the General Meeting and who do not wish to change their voting instructions will not need to take any further action as their forms of proxy will continue to be valid in respect of the adjourned General Meeting. Bond Shareholders who have submitted forms of proxy for the General Meeting but who wish to change their voting instructions will be advised how to do this when the Company notifies Bond Shareholders of the time and date of the adjourned General Meeting.
MAR
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.
Enquiries:
Bond International Software plc: Tel: 01903 707070
www.bondinternationalsoftware.com
Steve Russell: Group Chief Executive
Bruce Morrison: Group Finance Director
Buchanan: Tel: 020 7466 5000
Richard Darby
Steph Watson
Houlihan Lokey Capital, Inc. (Financial adviser)
Thomas Bailey Tel: 001 404 495 7056
Cenkos Securities plc (Nomad) Tel: 020 7397 8900
Stephen Keys
Camilla Hume
Disclaimer
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 will be available on the Company's website (www.bondinternationalsoftware.com) by no later than 12 noon (London time) on 27 September 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Responsibility statement
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.