8 Sep 2016 18:02
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.
8 September 2016
For immediate release
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")
Constellation UK and persons acting in concert with Constellation UK obtain 35.9 per cent. of Bond's issued ordinary share capital and lowers the Acceptance Condition and announces Offer extension
Summary
· On 18 August 2016, Constellation UK made a cash offer 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 "Offer").
· Constellation UK announces the level of acceptances for the Offer as at 8 September 2016, the extension of the Offer until 29 September 2016 and the lowering of the Acceptance Condition from not less than 90 per cent of the Bond Shares to which the Offer relates to more than 50 per cent voting rights normally exercisable at general meeting of Bond.
· Terms defined in the Offer Document dated 18 August 2016 have the same meaning in this Announcement, unless the context requires otherwise.
Level of acceptances
· As at 1.00 pm on 8 September 2016 (being the First Closing Date) valid acceptances had been received from Bond Shareholders (other than persons acting in concert with Constellation UK) in respect of 2,652,323 Bond Shares representing approximately 6.3 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 Offer and such acceptances represent approximately 8.9 per cent of Bond Shares to which the Offer relates.
· Constellation UK and parties acting in concert with Constellation UK hold a total of 12,475,911 Bond Shares, representing approximately 29.6 per cent of Bond's existing ordinary share capital.
· Parties acting in concert with Constellation UK and holding Bond Shares are as follows:
Name Number of Bond Shares
Trapeze ITS Luxembourg SARL 11,510,911
Mark Leonard, director of Constellation UK 965,000
· Accordingly, on 8 September 2016, Constellation UK and parties acting in concert with Constellation UK either owned or had received valid acceptances in respect of a total of 15,128,234 Bond Shares, representing approximately 35.9 per cent of Bond's existing 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.
Lowering of Acceptance Condition
· Constellation UK has decided to lower the threshold required for acceptances under the Acceptance Condition from not less than 90 per cent of the Bond Shares to which the Offer relates to more than 50 per cent of the voting rights normally exercisable at a general meeting of Bond. It is intended that arrangements shall be put in place between Constellation UK and parties acting in concert with Constellation UK such that all Bond Shares held within the concert party group shall count towards the Acceptance Condition.
Extension of Offer
· The Offer will remain open for acceptance until 1.00 pm on 29 September 2016.
Accepting the Offer
· Full details of the procedure for accepting the Offer are set out in the Offer Document and are summarized below.
· Bond shareholders who want to accept the Offer and hold their Bond Shares in certificated form should complete the Form of Acceptance and send this together with their share certificate(s) to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, so as to be received as soon as possible and, in any event, by no later than 1.00 pm on 29 September 2016. Bond shareholders who want to accept the Offer and hold their Bond Shares in uncertificated form should ensure that an electronic acceptance is made through CREST as set out in the Offer Document.
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 and no one else in connection with the Possible Offer and will not be responsible to anyone other than Constellation 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 9 September 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.