24 Oct 2016 11:52
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.
For Immediate Release | 24 October 2016 |
Symphony Technology Group LLC ("Symphony")
Re: Recommended improved terms of the sale of the Recruitment Software Subsidiaries of Bond International Software plc ("Bond") to funds managed by Symphony (the "Sale")
Irrevocable commitments to vote in favour of the Sale
Further to the announcement by Bond earlier today, 24 October 2016, regarding the recommended improved terms for the Sale, Symphony confirms that the irrevocable commitments it received from certain Bond Shareholders (the "Irrevocable Shareholders") to vote in favour of the resolution to approve the Sale (the "Sale Resolution") originally to be proposed at the general meeting of Bond to be convened for 11.30 am on 24 October 2016 (the "General Meeting") remain valid for any adjournment of the General Meeting (an "Adjourned Meeting").
Therefore, the Irrevocable Shareholders have irrevocably committed to Symphony to vote in favour of the Sale Resolution at the Adjourned Meeting proposed by Bond to be held on or around 11.30 am on 31 October 2016 over, in aggregate, 5,287,000 ordinary shares of one pence each in the capital of Bond ("Ordinary Shares") representing approximately 12.48 per cent. of the Ordinary Shares in issue.*
The Irrevocable Shareholders can withdraw from their obligations under these irrevocable commitments only:-
· if the Sale lapses or is terminated; or
· if the Sale Resolution is not passed at the Adjourned Meeting; or
· if a Rule 2.7 announcement is made of a firm intention to make an offer for the entire issued and to be issued ordinary share capital of the Company at an offer price of 135p per Ordinary Share or more; or
· if a further revised offer by Constellation Software UK Holdco Ltd is announced in accordance with the Takeover Code at an offer price of 135 pence per Ordinary Share or above.
Therefore, taking into account the irrevocable commitments entered into by the directors of Bond to vote (or procure the vote) in favour of the Sale Resolution in respect of an aggregate of 6,751,631 Ordinary Shares, representing approximately 15.94 per cent. of the Ordinary Shares in issue*, irrevocable commitments to vote in favour of the Sale Resolution have been received by Bond or by Symphony over in aggregate 12,038,631 Ordinary Shares, representing approximately 28.42 per cent of the Ordinary Shares in issue.*
* based upon the disclosure by Bond on 18 October 2016 pursuant to Rule 2.9 of the Takeover Code that there are 42,358,403 Bond Shares in issue.
For further information please contact:
Sunit Mukherjee (Symphony) Tel: +1 650 935 9407