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.

3 October 2016

For immediate release

Joint Announcement

Recommended Revised 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 Revised Offer Document

Introduction

· On 18 August 2016, Constellation UK made a cash offer at 105 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 "Original Offer"). This offer was made without the recommendation of the Bond Directors.

· On 23 September 2016, Constellation UK and Bond announced a recommended revised cash offer on the same terms as the Original Offer and with a new cash consideration of 115.5 pence per Bond Share (the "Revised Offer").

· Constellation UK and Bond announce that the offer document containing, inter alia, the full terms and conditions of the Revised Offer (the "Revised 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.

· The Revised Offer will remain open for acceptance until 1.00 pm on 18 October 2016.

· The Revised Offer is subject to a condition that would enable Constellation UK to lapse the Revised Offer if the sale of the Recruitment Software Division (the "Sale"), announced by Bond on 12 September 2016, completes. Completion of the Sale is subject to a resolution to approve the Sale (the "Sale Resolution") at the adjourned general meeting of Bond Shareholders to be held at 10:00am on 5 October 2016 the ("Adjourned General Meeting"). Constellation UK has informed the Bond Directors that if the Sale Resolution is passed the Revised Offer (and, for the avoidance of doubt, the Original Offer) shall lapse. However, 39.2 per cent. of Bond Shares which are held by parties acting in concert with, and from whom an irrevocable undertaking has been obtained by, Constellation UK, have either voted or irrevocably undertaken to vote against the Sale Resolution.

· 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 30 September 2016 except insofar as the right to receive such dividend or distribution is transferred to Constellation UK alone pursuant to the terms of the Revised Offer.

· Terms defined in the Revised Offer Document have the same meaning in this Announcement, unless the context requires otherwise.

Level of acceptances

· As at 18.00 on 30 September 2016 valid acceptances had been received from Bond Shareholders (other than persons acting in concert with Constellation UK, and AXA Investment Managers UK Ltd who have provided an irrevocable undertaking to accept the Revised Offer) in respect of 5,539,007 Bond Shares representing approximately 13.1 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 Original Offer and Revised Offer and such acceptances represent approximately 18.7 per cent of Bond Shares to which the Original Offer and Revised Offer relate.

· 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 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 or Revised Offer relate, and consequently Constellation UK and parties acting in concert with Constellation UK have not accepted the Original Offer or the Revised Offer. However, it is intended that arrangements shall be put in place between Constellation UK and parties acting in concert with it such that all Bond Shares held within such concert party group shall count towards the Acceptance Condition.

· AXA Investment Managers UK Ltd, who have yet to accept the Original Offer or the Revised Offer, have provided to Constellation UK an irrevocable undertaking to accept the Revised Offer in respect of 4,050,000 Bond Shares currently under its control, representing 9.6 per cent of Bond's existing issued ordinary share capital. AXA may withdraw or withhold their acceptance in certain limited circumstances including where to do so would not, in their reasonable opinion, be in the best interests of the beneficial owners of the Bond shares to which the undertaking relates, (and for these purposes AXA have confirmed that it would not, in their reasonable opinion, be in the best interests of such beneficial owners to withhold or withdraw any acceptance under the Revised Offer unless a competing offer with a consideration in cash or cash equivalent of 121.275p or more per Bond share is received).

· Accordingly, on 30 September 2016, Constellation UK and parties acting in concert with Constellation UK either owned, have received an irrevocable undertaking to accept, or have received valid acceptances in respect of a total of 22,064,918 Bond Shares, representing approximately 52.4 per cent of Bond's existing issued 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.

Accepting the Revised Offer

· Valid acceptances received from Bond Shareholders for the Original Offer (which have not been withdrawn) shall count as valid acceptances towards the Revised Offer. Accordingly, such Bond Shareholders should take no further action and if the Revised Offer becomes or is declared unconditional in all respects such Bond Shareholders will receive the increased cash consideration of 115.5 pence per Bond Share.

· Full details of the procedure for accepting the Revised Offer are set out in the Original Offer Document as incorporated in the Revised Offer Document and are summarized below.

· Bond shareholders who want to accept the Revised 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 18 October 2016.

· Bond shareholders who want to accept the Revised Offer and hold their Bond Shares in uncertificated form should ensure that an electronic acceptance is made through CREST by them or on their behalf as set out in the Revised Offer Document and that settlement is made no later than 1.00 pm on 18 October 2016.

Enquiries:

Bond International Software plc

Steve Russell: Group Chief Executive Tel: +44 (0)1903 707070

Bruce Morrison: Group Finance Director

Houlihan Lokey Capital, Inc. (Financial Adviser to Bond)

Thomas Bailey Tel: +1 404 495 7056

Cenkos Securities plc (Nomad to Bond)

Stephen Keys Tel: +44 (0)20 7397 8900

Camilla Hume

Buchanan Communications Ltd (Bond public relations adviser)

Richard Darby Tel: +44 (0)20 7466 5000

Steph Watson

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.

Houlihan Lokey Capital, Inc. is acting exclusively for Bond and no one else in connection with the Revised Offer and will not be responsible to anyone other than Bond for providing the protections afforded to clients of Houlihan Lokey Capital, Inc. or for providing advice in connection with the Revised Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Houlihan Lokey Capital, Inc. 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 Capital, Inc. in connection with this announcement or 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 and www.bondinternationalsoftware.com no later than 12:00 noon (London time) on 4 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 30 September 2016 (being the last practicable Business Day prior to the release of this Announcement), being 42,126,794 Bond Shares.