5 Oct 2016 09:02
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 | 5 October 2016 |
Symphony Technology Group LLC ("Symphony")
Re: Recommended improved terms of the sale of the Recruitment Software Subsidiaries of Bond International Software plc ("Bond") to funds managed by Symphony (the "Sale")
Irrevocable undertakings to vote in favour of the Sale
Further to the announcement by Bond earlier today, 5 October 2016, regarding the recommended improved terms for the Sale, Symphony announces that it has received irrevocable undertakings to vote in favour of the resolution (the "Sale Resolution") to be proposed at the general meeting of Bond to be convened for 11.30 am on 24 October 2016 (the "General Meeting") to approve the Sale from certain Bond Shareholders (the "Irrevocable Shareholders") over, in aggregate, 5,287,000 ordinary shares of one pence each in the capital of Bond ("Ordinary Shares") representing approximately 12.55 per cent. of the Ordinary Shares in issue.
The Irrevocable Shareholders have irrevocably undertaken to Symphony to vote in favour of the Sale Resolution at the General Meeting.
The Irrevocable Shareholders can withdraw from their obligations under these irrevocable undertakings only:-
· if the Sale lapses or is terminated; or
· if the Sale Resolution is not passed at the General Meeting (or any adjournment thereof); or
· if a Rule 2.7 announcement is made of a firm intention to make an offer for the entire issued and to be issued ordinary share capital of the Company at an offer price of 135p per Ordinary Share or more; or
· if a further revised offer by Constellation Software UK Holdco Ltd is announced in accordance with the Takeover Code at an offer price of 135 pence per Ordinary Share or above.
Therefore, taking into account the irrevocable undertakings entered into by the directors of Bond to vote (or procure the vote) in favour of the Sale Resolution in respect of an aggregate of 6,751,631 Ordinary Shares (representing approximately 16.03 per cent. of the Ordinary Shares in issue), irrevocable undertakings to vote in favour of the Sale Resolution have been received by Bond or by Symphony over in aggregate 12,038,631 Ordinary Shares, representing approximately 28.57 per cent of the Ordinary Shares in issue.
For further information please contact:
Sunit Mukherjee (Symphony) Tel: +1 650 935 9407