3 Jun 2016 11:42
For Immediate Release | 3 June 2016 |
Bond International Software plc
("Bond" or "the Company")
Statement regarding possible offer from Constellation Software Inc.
The board of directors of Bond notes the announcement made earlier today by Constellation Software Inc., of its possible intention to make an all cash offer for the entire issued and to be issued share capital of Bond, other than the Bond shares in the beneficial control of Constellation Software Inc., at a price of 105 pence per ordinary share.
The board of directors of Bond will consider this and a further announcement will be made in due course. The Bond board recommends that Bond shareholders take no action at present and await a further announcement from the Company.
It is noted that, under Rule 2.6(a) of the City Code on Takeovers and Mergers ("the Code"), Constellation Software Inc. must, by 5.00pm on 1 July 2016, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, unless the Takeover Panel has consented to an extension to such deadline.
Rule 2.10 disclosure
Pursuant to Rule 2.10 of the Code the Company confirms that there are 42,126,794 ordinary shares of 1p in issue with International Securities Identification Number GB0002369352. In addition, the Company confirms that there are 570,230 Non-voting Convertible Shares of 1p in issue and that no ordinary shares of 1p each are currently held in Treasury.
A summary is set out below of the dealing disclosure requirements under the Code, which require action by holders of 1 per cent. or more of the Company's issued share capital.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website www.bondinternationalsoftware.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Neither the content of the website referred to in this announcement nor the content of any websites accessible from hyperlinks on the Company's websites (or any other websites) is incorporated into, or forms part of, this announcement.
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
Cenkos Securities plc (Nomad) Tel: 020 7397 8900
Stephen Keys
Camilla Hume
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent 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 Code, any person who is, or becomes, interested in 1 per cent 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Code.
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 of the Code).
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 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.