5 Oct 2016 08:55
5 October 2016
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.
BOND INTERNATIONAL SOFTWARE PLC
('Bond' or the 'Company')
Withdrawal of recommendation of the Revised Constellation Offer
Recommended improved terms for the sale of the
Recruitment Software Subsidiaries
and
Notice of General Meeting
Summary
· Withdrawal of the Company's board of directors' recommendation of the Revised Constellation Offer of 115.5p per Company Share (the "Revised Constellation Offer")
· Recommended improved terms for the sale of the Recruitment Software Subsidiaries to Symphony increasing the consideration to £19.4 million
· Agreement for the sale of the Real Estate Asset to the Purchaser for £1.8 million in cash on Completion
· The total distribution to Shareholders from the members' voluntary liquidation of the Company after it has completed the Sale and paid all relevant transaction costs and taxes, is anticipated by the Directors to be between 121 pence and 122.5 pence per Ordinary Share, which includes the sale proceeds of the Real Estate Asset which now forms part of the Sale. The Directors currently anticipate that the initial distribution will be between 115 pence and 116 pence per Ordinary Share.
· The total distribution anticipated is at a premium to the 115.5 pence per Ordinary Share which the Revised Offer from Constellation represents
· The Directors have each given an undertaking to vote in favour of the Sale Resolution which, in aggregate, represents 16.03 per cent of the Existing Shares
· Completion of the Sale is conditional upon the passing of the Sale Resolution at the General Meeting (which is due to take place on 24 October 2016) on or before 31 October 2016 (being the completion longstop date in the Sale Agreement)
1. Improved terms of the Sale Agreement
On 12 September 2016, the Company announced that it had entered into a conditional agreement with the Purchasers pursuant to which the Company had agreed to sell the entire issued share capital of the Recruitment Software Subsidiaries to the Purchasers for a total cash consideration of £17.25 million, subject to adjustment for Net Debt and Net Working Capital (on a cash free debt free basis) to be calculated through a completion accounts process. This adjustment was expected to increase the cash payable to the Company on Completion to £18.4 million.
On 23 September 2016, Bond and Constellation jointly announced the Revised Constellation Offer at 115.5p per Ordinary Share which, at that time, was recommended by the Directors. A copy of the joint announcement relating to the Revised Constellation Offer can be found on the Company's website at www.bondinternationalsoftware.com/investor-info/.
On 28 September 2016, the Company announced that the original general meeting convened for 28 September 2016 would be adjourned to 5 October 2016.
On 28 September 2016, ESW Capital LLC announced that following the joint announcements by Constellation and Bond on 23 September 2016, it does not intend to make an offer for Bond.
The Company is pleased to announce that it has today entered into a Deed of Amendment with the Purchasers in relation to the Sale Agreement pursuant to which the Purchasers have improved the terms of the purchase of the Recruitment Software Subsidiaries. The Purchasers have agreed to pay a total consideration of £19.4 million thereby increasing the cash payable on Completion to £20.65 million. The Purchasers have also agreed to purchase the Real Estate Asset for £1.8 million payable in cash on Completion. The principal terms of the Deed of Amendment are summarised below and in paragraph 2 of this announcement. Terms defined in the circular to shareholders dated 5 October 2016 (a copy of which can be found on the Company's website at www.bondinternationalsoftware.com/investor-info/) have the same meaning in this announcement, unless the context requires otherwise.
As a result of the improved terms of the Sale Agreement, the Directors who have been so advised by Houlihan Lokey as to the financial terms of the Revised Constellation Offer, have given careful consideration to the merits of the Revised Constellation Offer and have unanimously withdrawn their recommendation of the Revised Constellation Offer. In giving its advice to the Directors, Houlihan Lokey has taken into consideration the Directors' commercial assessments.
The Independent Directors believe that the Sale is in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Sale Resolution.
The Sale is deemed to be (i) a 'frustrating action' to the Revised Constellation Offer pursuant to Rule 21.1 of the Takeover Code, and (ii) due to its size, a disposal resulting in a fundamental change in the business of the Company pursuant to Rule 15 of the AIM Rules, and therefore requires the approval of the Shareholders by ordinary resolution at the General Meeting.
The Directors currently anticipate that the total distribution to Shareholders from the members' voluntary liquidation of the Company after it has completed the Sale and paid all relevant transaction costs and taxes, should be between 121 pence and 122.5 pence per Ordinary Share which includes the sale proceeds of the Real Estate Asset which now forms part of the Sale (based on the assumptions set out in paragraph 3 of this announcement and less any initial distribution received). The Directors estimate that the amount of the initial distribution could be increased to between 115 pence and 116 pence per Ordinary Share. The total anticipated distribution is a premium to the 115.5 pence per Ordinary Share which the Revised Constellation Offer represents (further information on the assumptions of the Directors in relation to the anticipated distribution are set out in paragraph 3 of this announcement).
ACCORDINGLY, THE BOND DIRECTORS ARE OF THE VIEW THAT SHAREHOLDERS SHOULD NOT ACCEPT THE REVISED CONSTELLATION OFFER AND SHOULD VOTE IN FAVOUR OF THE SALE RESOLUTION. ANY SHAREHOLDERS WHO HAVE ACCEPTED THE ORIGINAL CONSTELLATION OFFER OR THE REVISED CONSTELLATION OFFER ARE ADVISED TO WITHDRAW THOSE ACCEPTANCES.
The Directors have given an irrevocable undertaking to vote in favour of the Sale Resolution, in respect of a total of 6,751,631 Ordinary Shares representing 16.03 per cent of the Existing Shares. The Directors are permitted to lapse their undertakings in the event a further revised offer from Constellation is announced at 135 pence per an Ordinary Share or above, or the Revised Constellation Offer is declared unconditional as to acceptances.
As announced on 3 October 2016, Constellation has informed the Directors that the Revised Constellation Offer shall lapse if the Sale Resolution is passed, so Shareholders need to be aware that if they vote in favour of the Sale Resolution and the Sale completes, the Revised Constellation Offer shall not proceed.
2. Principal terms of the Deed of Amendment
The Deed of Amendment sets out the improved terms pursuant to which the Company has agreed to sell the entire issued share capital of the Recruitment Software Subsidiaries and the Real Estate Asset. The material terms of the revised terms are as follows:
· The total cash consideration payable on Completion for the Recruitment Software Subsidiaries is now £19.4 million (previously £17.25 million), to be adjusted for Net Debt and Net Working Capital. The estimate of the adjustment is expected to increase the cash payable to the Company on Completion to £20.65 million. This should result in a £2.15 million increase in the overall distribution to Shareholders.
· On Completion the Purchasers have agreed to purchase the Real Estate Asset from the Company for a total consideration of £1.8 million. This reflects the independent valuation provided by Lambert Smith Hampton dated 8 September 2016, a copy of which is available on the Company's website at www.bondinternationalsoftware.com/investor-info/. The sale of the Real Estate Asset removes the uncertainty of the total distribution to Shareholders as well as increasing the initial distribution to Shareholders following a members' voluntary liquidation.
· In addition, the Purchasers have agreed to procure a Funding Indemnity on Completion from the STG IV Funds whereby the STG IV Funds have agreed to indemnify the Company for any contingent liability arising under the Strictly SPA. The financial cap of the Funding Indemnity is limited to £2.3 million which is equal to the maximum aggregate liability of the Company under the warranties and indemnities in the Strictly SPA. The indemnity period of the Funding Indemnity will commence on 5 October 2016 and end on 3 May 2017, being the final date by which the Company can be notified of any warranty and indemnity claims under the Strictly SPA. It is likely that the effect of the Funding Indemnity is that the liquidator can increase the initial distribution to Shareholders following a members' voluntary liquidation subject to the assumptions set out in paragraph 3 below.
The STG IV Funds are funds managed by Symphony Technology Group, LLC (''STG''). Founded in 2002, STG is a private equity firm focused exclusively on investing in companies in the areas of software, analytics and tech-enabled services. STG has over ~$2 billion of capital under management and its portfolio of companies reports $2.5 billion in revenue and, collectively, has more than 15,000 employees.
Completion of the Sale is conditional upon the passing of the Sale Resolution at the General Meeting to be held on 24 October 2016 (or at any adjourned meeting) on or before 31 October 2016 (being the completion longstop date in the Sale Agreement), which requires not less than 50 per cent. of votes cast by Shareholders (in person or by proxy) at such meeting.
The Company and the Purchasers can only terminate the Sale Agreement if the Sale Resolution is not passed at the General Meeting or at any adjournment of such meeting or by mutual consent of the parties to the Sale Agreement. The Company has agreed to pay the Purchasers a contribution to their reasonable costs and expenses incurred in respect of the Sale, subject to a cap of £350,000, if Shareholders do not approve the Sale.
3. Use of the Sale proceeds and members' voluntary winding up
Assuming Completion and the withdrawal or lapse of the Revised Constellation Offer, the Company will propose a members' voluntary winding up and liquidation of the Company as soon as practicable with the intention of distributing the Company's net assets to Shareholders. If the Company enters into a members' voluntary liquidation, which will be subject to Shareholders' approval, it is likely that there will be an initial cash distribution to Shareholders, with subsequent distributions to be made once the creditors of the Company have been discharged. Whilst the amount and timing of any initial distribution will be determined by the liquidator after the Company enters into a members' voluntary liquidation, the Directors estimate that the amount of that initial distribution could be increased to between 115 pence and 116 pence per share. The increase in the initial distribution is based on the assumption that the liquidator will advance a further £2.3 million against the Funding Indemnity and distribute £1.8 million being the sale proceeds of the Real Estate Asset. The Directors understand that the liquidator would expect to make a first distribution to Shareholders shortly after 4 weeks from the commencement of the liquidation which is currently anticipated to commence on or around mid-November 2016.
Due to the Funding Indemnity, the principal remaining creditors and contingent liabilities of the Company following the disposals of its assets will relate to the warranties and indemnities provided by the Company on the sale of the Payroll Subsidiaries (which is up to a maximum liability of £3 million and expires on 19 August 2017), and the payments required on termination of the Directors' service contracts. Shareholders should note that, pursuant to the Funding Indemnity and as set out in paragraph 2, the STG IV Funds have agreed to indemnify the Company for its liability arising under the Strictly SPA which should enable the liquidator to increase the amount of the initial distribution to Shareholders as stated above. In addition, the Company has incurred transaction costs of approximately £1.95 million in relation to the Sale, the sale of Strictly Education Limited, the sale of the Payroll Subsidiaries and the Constellation Offer and the Revised Constellation Offer.
The Directors currently anticipate that the total distribution to Shareholders from the members' voluntary liquidation should be between 121 pence and 122.5 pence per Ordinary Share (based on the assumptions set out in this paragraph 3 and less any initial distribution received). The calculation of this total anticipated distribution is based on the knowledge of the Directors at the time of this announcement and certain assumptions, including that (i) the resolution to approve the members' voluntary liquidation is passed; (ii) there are no warranty or indemnity claims pursuant to the disposal of the Payroll Subsidiaries (the maximum liability of which is £3 million); (iii) no significant costs are incurred in excess of the transaction costs stated above; and (iv) that the whole process is completed as soon as practicable after 19 August 2017 (being the expiry date of the warranty and indemnity period pursuant to the disposal of the Payroll Subsidiaries).
Shareholders should also note that there are a number of factors which could cause the amount of the final cash distribution(s) from a liquidation to differ materially from those currently estimated by the Board, including: market conditions, final disposal and liquidation costs, liabilities arising which the Directors were not aware of at the date of this announcement and the computation of all taxes payable as a result of the disposals and liquidation.
4. Recommendation not to accept the Revised Constellation Offer
In light of the Deed of Amendment, the Directors have given further consideration to the merits of the Revised Constellation Offer and, having been so advised by the Company's financial advisers, Houlihan Lokey, as to the financial terms of the Revised Constellation Offer, have concluded that Shareholders should not accept the Revised Constellation Offer and accordingly, withdraw their recommendation of the Revised Constellation Offer.
The Directors unanimously anticipate that the total distribution to Shareholders from a liquidation of the Company after it has completed the Sale, and paid all relevant transaction costs and taxes, should be between 121 pence and 122.5 pence per Ordinary Share (based on the assumptions set out in paragraph 3 and less any initial distribution received), which is a premium to the 115.5 pence per Ordinary Share which the Revised Constellation Offer represents (further information on the assumptions of the Directors in relation to the anticipated distribution are set out in paragraph 3).
Shareholders should note that the Revised Constellation Offer is conditional on, inter alia, no member of the Existing Group having either (i) entered into an unconditional binding commitment; or (ii) 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 members of the Existing Group would, upon completion of such commitments, result in the disposal by the Existing Group of all or substantially all of the assets of the Recruitment Software Subsidiaries (whether by way of asset sale, share sale or otherwise). As announced on 3 October 2016, Constellation has informed the Directors that the Revised Constellation Offer will lapse if the Sale Resolution is passed.
If Constellation declares the Revised Constellation Offer unconditional as to acceptances the Revised Constellation Offer must remain open for acceptances for at least a further 14 days. Shareholders who have validly withdrawn their acceptances of the Original Constellation Offer or the Revised Constellation Offer will then be able to accept the Revised Constellation Offer if they so wish.
In light of the Company's entry into the Deed of Amendment, the Takeover Panel has agreed with the Company that Constellation may seek to implement a revised timetable for the Revised Constellation Offer so that the last date by which the Revised Constellation Offer can be declared unconditional as to acceptances is extended beyond 18 October 2016.
If Constellation declares that the Revised Constellation Offer has lapsed on 18 October 2016 due to the acceptance condition of the Revised Constellation Offer not having been met, and does not further extend the deadline for acceptance of the Revised Constellation Offer beyond 18 October 2016 (which it may seek to do pursuant to Rule 31.9 of the Takeover Code with the consent of the Takeover Panel), the Revised Constellation Offer shall not be capable of becoming or being declared unconditional. Save in the permitted circumstances in Rule 35.1 of the Takeover Code, neither Constellation nor anyone acting in concert with Constellation will be permitted to announce an offer or possible offer for the Company within 12 months from the date on which such offer is withdrawn or lapses.
5. General Meeting
The General Meeting is to be held at 11.30 a.m. on 24 October 2016 at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP, at which an ordinary resolution will be proposed to approve the sale of the Company's shareholdings in the Recruitment Software Subsidiaries in accordance with the terms of the Sale Agreement.
6. Directors' recommendation in respect of the Sale Resolution and withdrawal of recommendation in respect of the Revised Constellation Offer
As a result of the improved terms of the Sale Agreement, the Directors, who have been so advised by Houlihan Lokey as to the financial terms of the Revised Constellation Offer, unanimously recommend that Shareholders do not accept the Revised Constellation Offer, and have therefore withdrawn their recommendation of the Revised Constellation Offer. In providing advice to the Directors, Houlihan Lokey has taken into account the Directors' commercial assessment.
The Directors recommend that Shareholders take no further action in respect of the Revised Constellation Offer, save that Shareholders who have already accepted the Original Constellation Offer or the Revised Constellation Offer should withdraw their acceptances.
Instead the Independent Directors believe that the Sale is in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Sale Resolution.
The Directors have irrevocably undertaken to, and procured that their wives (if applicable) will, vote in favour of the Sale Resolution, in respect of a total of 6,751,631 Ordinary Shares representing 16.03 per cent of the Existing Shares.
MAR
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain. A copy of this announcement and the Circular can be viewed at www.bondinternationalsoftware.com.
For further information, please contact:
Bond International Software plc: Tel: 01903 707070
www.bondinternationalsoftware.com
Steve Russell: Group Chief Executive
Bruce Morrison: Group Finance Director
Buchanan: Tel: 020 7466 5000
Richard Darby
Steph Watson
Houlihan Lokey Capital, Inc. (Financial adviser)
Thomas Bailey Tel: 001 404 495 7056
Cenkos Securities plc (Nomad) Tel: 020 7397 8900
Stephen Keys
Camilla Hume
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.
Houlihan Lokey Capital, Inc. ("Houlihan Lokey") is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement. Houlihan Lokey will not be responsible to anyone other than the Company for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to the matters referred to in this document. Houlihan Lokey has given and not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with the Takeover Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws or regulatory requirements of jurisdictions outside the United Kingdom. The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.
Forward-looking statements
This announcement contains statements that are or may be forward-looking with respect to the financial condition, results of operations and businesses and achievements of the Company. These statements can be identified by the use of forward-looking terminology such as "believe", "anticipate", "expects", "prospect", "estimated", "should", "may" or the negative thereof, or other variations thereof, or comparable terminology indicating expectations or beliefs concerning future events. These forward looking statements include risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could or may cause actual results, achievements or developments to differ materially from those expressed or implied by such forward-looking statements. The Company assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent required by law or regulation.
Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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 Takeover 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. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
A copy of this announcement will be made available at www.bondinternationalsoftware.com no later than 12:00 noon (London time) on 6 October 2016 (being the Business Day following the date of this Announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.