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.

18 August 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")

Posting of Offer Document

On 30 June 2016, Constellation UK announced the terms of a cash offer for the entire issued and to be issued share capital of Bond not already owned by Constellation UK and parties acting in concert with Constellation UK. The Offer values each Bond Share at 105p and the existing issued ordinary share capital at approximately £44.2 million.

The Offer is conditional on, amongst other things, no member of the Bond Group having either:

· entered into an unconditional binding commitment; or

· entered into a binding conditional contract in respect of which all conditions have been fulfilled

which, when aggregated together with any and all other binding commitments entered into by the members of the Bond Group, would, upon completion of such commitments, result in the disposal by the Bond Group of all or substantially all of the assets of (i) the HR and Payroll Software and Services Division; and/or (ii) the Recruitment Software Division (whether by way of asset sale, share sale or otherwise).

Constellation UK notes:

(i) Bond's announcement on 22 July 2016 that it has entered into a sale and purchase agreement with FMP Global Bidco Limited (the "Purchaser") for the sale of the HR and Payroll Software and Services Division and that such agreement is conditional on (a) shareholder approval in a general meeting of Bond and (b) completion of the Purchaser's debt financing for the acquisition; and

(ii) Bond's subsequent announcement on 22 July 2016 that the conditions in the sale and purchase agreement relating to the completion of the Purchaser's debt financing for the acquisition have been satisfied; and

(iii) Bond's subsequent announcement on 28 July 2016 that it had posted a circular to its shareholders setting out the resolution necessary for approval of the sale of the HR and Payroll Software and Services Division and that completion of the sale is expected to take place on or around 19 August 2016 assuming such resolution is passed; and

(iv) Bond's subsequent announcement on 15 August 2016 that the Bond shareholder resolution to approve the proposed sale by Bond of the HR and Payroll Software and Services Division to the Purchaser has been passed at the general meeting of Bond shareholders on the same date.

Subsequent to Bond's announcement on 22 July 2016 regarding the sale of the HR and Payroll Software and Services Division, discussions have taken place between Bond, Constellation UK and their respective advisers. CSI, the parent company of Constellation UK, and Bond entered into the Confidentiality Agreement, as per Constellation UK's announcement on 3 August 2016, in order to facilitate these discussions.

In accordance with the details of a joint announcement made by Bond and Constellation UK on 27 July 2016, Constellation UK entered into an irrevocable agreement to vote in favour of the sale of the HR and Payroll Software and Services Division to the Purchaser in respect of all shares owned by Constellation UK and parties acting in concert with Constellation UK and, as such, Constellation UK has waived the condition to the Offer outlined above with respect to the disposal of the HR and Payroll Software and Services Division to the Purchaser only. Constellation UK and parties acting in concert with Constellation UK duly voted in favour of the sale of the HR and Payroll Software and Services Division at the general meeting of Bond shareholders on 15 August 2016.

For the avoidance of doubt, the condition will remain in force with respect to the Recruitment Software Division (and in respect of a disposal of the HR and Payroll Software and Services Division (or substantially all of the assets thereof) to any person other than the Purchaser).

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 shareholders on or after 17 August 2016 except insofar as the right to receive such dividend or distribution is transferred to Constellation UK alone pursuant to the terms of the Offer.

The Offer will initially remain open for acceptance until 1.00 p.m. on 8 September 2016.

Constellation UK announces that the offer document containing, inter alia, the full terms and conditions of the Offer (the "Offer Document"), together with the related Form of Acceptance (in respect of Bond Shares held in certificated form), is being posted today to Bond Shareholders.

Holders of Bond Shares in Certificated Form (that is, not in CREST) should complete the Form of Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance, together with relevant share certificate(s) and/or other document(s) of title, should be returned to the Receiving Agent, Neville Registrars at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and, in any event, so as to be received no later than 1.00 p.m. on 8 September 2016.

Holders of Bond Shares in Uncertificated form (that is, in CREST) should ensure that an Electronic Acceptance is made by them or on their behalf and that settlement is made no later than 1.00 p.m. on 8 September 2016.

Further details of the procedure for acceptance of the Offer are set out in paragraph 15 of the letter from Constellation UK to Bond Shareholders in Part 1 of the Offer Document and in the Form of Acceptance.

Terms used in this announcement shall have the same meaning as in the Offer Document unless stated otherwise. All the times referred to in this announcement are London times.

In accordance with Rule 30.3 of the Takeover Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Herax Partners' website at www.heraxpartners.com by no later than 12.00 noon on 19 August 2016.

Herax Partners LLP ("Herax") is acting as financial adviser to Constellation UK and Constellation Software Inc. (together, "Constellation").

Enquiries:

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 19 August 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.