BDI.L Regulatory News (BDI)

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.

26 October 2016

For immediate release

Final Increased Cash Offer

by

Constellation Software UK Holdco Ltd ("Constellation UK")

for the entire issued and to be issued ordinary share capital of

Bond International Software plc ("Bond")

Acceptance Condition Not Satisfied

Final Increased Offer Has Lapsed

Introduction

On 12 October 2016, Constellation UK made a final cash offer at 121 pence per share 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 "Final Increased Offer").

Constellation UK announces today that the Acceptance Condition set out in the Final Increased Offer Document has not been satisfied and consequently that the Final Increased Offer has lapsed. 

Constellation UK notes the announcements by Bond and Symphony Technology Group, LLC. ("STG") on 24 October 2016 in relation to the further improved terms for the acquisition of the Recruitment Software Division (the "Further Amended Sale") by STG, and Bond's recommendation of the Further Amended Sale. Constellation UK confirms that as a result of the announcements of the Further Amended Sale, Constellation UK's concert parties intend to vote in favour of the resolution to approve the Further Amended Sale at the general meeting of Bond Shareholders to be held on 31 October 2016.

Terms defined in the Final Increased Offer Document dated 12 October 2016 have the same meaning in this announcement, unless the context requires otherwise.

Level of acceptances

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

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 Original 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.

As at 1.00pm on 26 October 2016, being the closing date for the Final Increased Offer, Constellation UK and parties acting in concert with Constellation UK had received valid acceptances in respect of a further 7,351,508 Bond Shares, representing approximately 17.4 per cent. of Bond's existing ordinary share capital. Each of these acceptances may be counted by Constellation UK towards the satisfaction of the Acceptance Condition of the Original Offer, the Revised Offer and the Final Increased Offer and such acceptances represent approximately 24.8 per cent of Bond Shares to which the Original Offer, the Revised Offer and the Final Increased Offer relate.

Accordingly, on 26 October, Constellation UK and parties acting in concert with Constellation UK either owned or had received valid acceptances in respect of a total of 20,059,028 Bond Shares representing approximately 47.4 per cent. of such shares.

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.

Lapsing of Final Increased Offer

The Final Increased Offer was made subject to valid acceptances of the Final Increased Offer being received (and not, where permitted, withdrawn) by no later than 1.00pm on 26 October 2016 such that Constellation UK and/or parties acting in concert with Constellation UK had acquired or agreed to acquire, pursuant to the Final Increased Offer or otherwise, Bond Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of Bond.

As Constellation UK and parties acting in concert with Constellation UK owned or had received valid acceptances in respect of Bond Shares representing only approximately 47.4 per cent. of the Bond Shares in issue by 1.00pm on 26 October 2016, the Acceptance Condition has not been satisfied and the Final Increased Offer has lapsed. Constellation UK notes the announcements by Bond and STG on 24 October 2016 in relation to the Further Amended Sale and confirms its concert party group intends to vote in favour of the resolution to approve the Further Amended Sale at the general meeting of Bond Shareholders on 31 October 2016.

Accordingly, the Final Increased Offer is no longer capable of further acceptance and accepting Bond Shareholders and Constellation UK have ceased to be bound by acceptances made and received before the 1.00pm on 26 October 2016.

Return of acceptances

In accordance with the terms of the Final Increased Offer, (i) in the case of Bond Shares held in certificated form, completed Forms of Acceptance, share certificates and/or other documents of title will be returned, by post, within 14 calendar days, in each case, to the person or agent whose name and address is set out in Box 1 of the relevant Form of Acceptance at the risk of the person or agent concerned; and (ii) in the case of Bond Shares held in uncertificated form, the Receiving Agent will as soon as reasonably practicable give TFE instructions to Euroclear to transfer all relevant Bond Shares held in the escrow balance and in relation to which it is the escrow agent for the purposes of the Final Increased Offer to the original available balances of the Bond Shareholders concerned.

Enquiries:

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 Original and 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 Original Offer or 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.

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 27 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 25 October 2016 (being the last practicable Business Day prior to the release of this Announcement), being 42,358,403 Bond Shares.