2 Sep 2016 07:00
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.
For Immediate Release |
2 September 2016 |
Bond International Software plc ("Bond" or the "Company")
Statement regarding possible offer by ESW Capital, LLC
Further to the announcement made today by ESW Capital, LLC ("ESW"), Bond confirms that on 30 August it received a highly preliminary approach from ESW regarding its possible intention to make a cash offer for the issued and to be issued ordinary share capital of Bond ("Possible Offer"). ESW has not put forward any indication of the price, timing, terms or transaction structure of any offer it might make.
The directors of Bond will listen to and consider any detailed proposal which might be forthcoming from ESW. However, Bond shareholders should be aware there can be no certainty that a firm offer by ESW will be made, nor as to the terms on which any firm offer might be made. If and when any such firm offer is made by or on behalf of ESW, the board will set out its opinion on the terms proposed.
It is noted that, under Rule 2.6(d) of the City Code on Takeovers and Mergers (the "Code"), ESW must, by 5.00 pm on 10 October 2016, either announce a firm intention to make an offer for Bond in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies, unless the Takeover Panel has consented to an extension to such deadline.
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
Disclaimer
Houlihan Lokey Capital, Inc, and any affiliate thereof advising the Company ("Houlihan Lokey") is acting exclusively for Bond and no one else in connection with the Possible Offer and will not be responsible to anyone other than Bond for providing the protections afforded to clients of Houlihan Lokey or for providing advice in connection with the Possible Offer, the content of this announcement or any matter or arrangement referred to herein. Neither Houlihan Lokey 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 in connection with this announcement or any statement contained herein or otherwise.
Publication on Website
A copy of this announcement will be available on the Company's website (www.bondinternationalsoftware.com/investor-info/) by no later than 12 noon (London time) on 2 September 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
You may request a hard copy of this announcement by contacting the Company Secretary at Courtlands, Parklands Avenue, Goring West Sussex BN12 4NG. Telephone number: 01903 707070.
You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
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.
Overseas Jurisdictions
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Responsibility statement
The Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.