BDI.L Regulatory News (BDI)

Bond International Software plc

("Bond" or "the Company")

Statement regarding possible offer from Constellation Software Inc.

The board of directors of the Company (the "Board") announces that it has given careful consideration to the possible offer (the "Proposal") announced on Friday 3 June 2016 by Constellation Software, Inc. ("Constellation").

The Proposal is at a price of 105p per Bond ordinary share with Constellation reserving the right pursuant to Note 4(a) on Rule 2.5 of the City Code on Takeovers and Mergers ("the Code"), to make an equivalent reduction in its offer price if Bond announces, declares or pays any dividend or distribution to shareholders on or after the date of the announcement.

The Board, having consulted its Rule 3 financial advisers, Houlihan Lokey Capital, Inc., has unanimously concluded that the Proposal fails fully to reflect the fair value of Bond and if a firm offer were to be made on the terms of the Proposal the Board would not currently recommend the offer to its shareholders.

The Board has indicated that it is pursuing a divestment strategy to maximise shareholder value and recently announced the completion of the sale of Strictly Education Limited for a total consideration of £11.3m. The Board can also confirm that it has received multiple offers for the other operating divisions of the Group and having entered into exclusivity agreements, the Board is in advanced negotiations for the sales of the Recruitment Software Division and the HR & Payroll Software and Services Division. In accordance with Rule 2.6(a) of the Code, Constellation 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.

The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Further announcements will be made as and when appropriate.

Martin Baldwin, the Chairman of Bond, said:

"Throughout the strategic review the Board has been careful to act in the best interest of shareholders. The Board has carefully considered this Proposal. The Board unanimously believes that given the status of negotiations regarding the sale of the Recruitment Software Division and the HR & Payroll Software and Services Division the Proposal is not at a level that adequately represents fair value for shareholders as a whole."

Pursuant to Note 3 to Rule 2.5 of the Code Bond is required to make clear that this announcement is not being made with the agreement or approval of Constellation and that there can be no certainty that an offer will be made nor as to the terms on which any offer might be made.

Houlihan Lokey Capital, Inc. ("Houlihan Lokey"), is acting as financial adviser to the Company and for no one else in connection with matters described herein and will not be responsible to anyone other than Bond for providing the protections afforded to clients of Houlihan Lokey nor for providing advice in connection with the matters described in this announcement or any transaction or arrangement referred to herein.

A copy of this announcement can be viewed at www.bondinternationalsoftware.com.

For further information, please contact:

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.