TIDMBDI
RNS Number : 4015M
Constellation Software Inc.
12 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.
12 October 2016
For immediate release
Final Increased Cash Offer
by
Constellation Software UK Holdco Ltd ("Constellation UK")
for the entire issued and to be issued ordinary share capital
of
Bond International Software plc ("Bond")
Posting of Final Increased Offer Document
POSTING OF FINAL INCREASED OFFER DOCUMENT
On 11 October 2016, Constellation UK announced a cash offer of
121 pence for the entire issued and to be issued share capital of
Bond not already owned by it or by persons acting in concert with
it (the "Final Increased Offer"). Constellation UK announces that
the offer document containing, inter alia, the full terms and
conditions of the Final Increased Offer (the "Final Increased Offer
Document"), together with the related Form of Acceptance (in
respect of Bond Shares held in certificated form), is being posted
today to Bond Shareholders.
The Final Increased Offer is final and will not be increased
further (except that Constellation UK reserves the right to revise
and/or increase the Final Increased Offer, in accordance with
paragraph 4 Part B of Appendix 1 to the Original Offer Document, if
a competitive situation (as determined by the Panel) arises or Bond
announces material new information, of the kind referred to in Rule
31.9 of the City Code after Day 39 of the Final Increased Offer).
Constellation notes that Day 39 of the Offer Period was 5 October
2016 under the revised timetable agreed with the Panel, as detailed
in the Final Increased Offer Document.
Terms defined in the Final Increased Offer Document have the
same meaning in this Announcement, unless the context requires
otherwise.
final increased Offer timetable and The Bond Amended General
Meeting
Event Time and/or date
---------------------------------- --------------------------
Announcement of the Final 11 October 2016
Increased Offer
---------------------------------- --------------------------
Final Increased Offer 12 October 2016
Document posted to Bond
Shareholders
---------------------------------- --------------------------
Latest date for submission 11.30am on 20 October
of Forms of Proxy to 2016
vote at the Amended General
Meeting
---------------------------------- --------------------------
Amended General Meeting 24 October 2016
of Bond Shareholders
to vote on the Amended
Sale Resolution*
---------------------------------- --------------------------
Closing date of the Final 1.00pm on 26 October
Increased Offer 2016
---------------------------------- --------------------------
Last date by which the 26 October 2016
Final Increased Offer
can be declared unconditional
as to acceptances
---------------------------------- --------------------------
Earliest date the Final 28 October 2016
Increased Offer is anticipated
to be declared unconditional
in all respects
---------------------------------- --------------------------
Earliest payment of consideration 11 November 2016
of Bond Shareholders (Not later than 14
in relation to acceptances days after the date
received prior to the on which the Final
date on which the Final Increased Offer becomes
Increased Offer becomes wholly unconditional)
wholly unconditional.
---------------------------------- --------------------------
*Constellation UK urges Bond Shareholders to vote AGAINST the
Amended Sale Resolution.
The Final Increased Offer (and, for the avoidance of doubt, the
Original Offer, and the Revised Offer), is subject to a condition
that would enable Constellation UK to lapse the Final Increased
Offer if the sale of the Recruitment Software Division to Symphony
Technology Group, LLC. ("STG") on updated terms under a Deed of
Amendment (the "Amended Sale" and the "Deed of Amendment"),
announced by Bond on 5 October 2016, completes. Completion of the
Amended Sale is subject to a resolution to approve the Amended Sale
(the "Amended Sale Resolution") at the general meeting of Bond
Shareholders to be held at 11:30am on 24 October 2016 the ("Amended
General Meeting"). If the Amended Sale Resolution is passed the
Final Increased Offer (and, for the avoidance of doubt, the
Original Offer and the Revised Offer) shall lapse.
Taking into account irrevocable undertakings entered into by the
Bond Directors and certain other Bond Shareholders, and as stated
in the announcement by STG on 5 October 2016, STG have received (as
far as Constellation is aware) irrevocable undertakings to vote in
favour of the Amended Sale Resolution over in aggregate 12,038,631
Bond Shares, representing approximately 28.58 per cent of the Bond
Shares in issue. On 10 October 2016, Constellation UK and parties
acting in concert with Constellation UK owned 12,475,911 Bond
Shares representing approximately 29.61 per cent of the Bond Shares
in issue. Constellation UK and parties acting in concert with
Constellation UK will vote against the Amended Sale Resolution.
It is vital that all Bond Shareholders who wish to vote against
the Amended Sale Resolution complete a Form of Proxy (as this is a
new (rather than adjourned) meeting previous forms of proxy will
not apply) that gives clear direction to vote AGAINST (it should be
noted that the Chairman has discretion to vote how he sees fit if
no direction is given). Forms of Proxy to vote against must be
received by the Registrar by 11.30 a.m. on 20 October 2016 (and
Bond Shareholders will need to contact their custodian or other
relevant party in time) unless they attend the meeting itself.
Further information is contained on the Form of Proxy. Please
contact Boudicca Proxy Ltd, Constellation UK's proxy solicitation
agents, on +44 (0)20 7099 2075 or operations@boudiccaproxy.com, or
the Registrar should you wish to have assistance in completing a
Form of Proxy to vote AGAINST the Amended Sale Resolution.
If Bond Shareholders wish to change their proxy instructions
they may simply submit a new proxy appointment using the method set
out in the Form of Proxy. Note that the cut-off time for receipt of
proxy appointments (see above) also apply in relation to amended
instructions; any amended proxy appointment received after the
relevant cut-off time will be disregarded.
ACCEPTING THE FINAL INCREASED OFFER
Valid acceptances received from Bond Shareholders for the
Original Offer and the Revised Offer (which have not been
withdrawn) shall count as valid acceptances towards the Final
Increased Offer. Accordingly, such Bond Shareholders should take no
further action and if the Final Increased Offer becomes or is
declared unconditional in all respects such Bond Shareholders will
receive the increased cash consideration of 121 pence per Bond
Share.
Full details of the procedure for accepting the Final Increased
Offer are set out in the Original Offer Document as incorporated in
the Final Increased Offer Document and are summarized below.
Bond shareholders who want to accept the Final Increased Offer
and hold their Bond Shares in certificated form should complete the
Form of Acceptance and send this together with their share
certificate(s) to Neville Registrars, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA, so as to be received as
soon as possible and, in any event, by no later than 1.00 pm on 26
October 2016.
Bond shareholders who want to accept the Final Increased Offer
and hold their Bond Shares in uncertificated form should ensure
that an electronic acceptance is made through CREST by them or on
their behalf as set out in the Final Increased Offer Document and
that settlement is made no later than 1.00 pm on 26 October
2016.
LEVEL OF ACCEPTANCES
Constellation UK and parties acting in concert with
Constellation UK hold Bond Shares as follows:
Name No. Bond Shares % Holding
Trapeze ITS Luxembourg
SARL 11,510,911 27.3%
Mark Leonard 965,000 2.3%
Constellation UK 0 0.0%
Total 12,475,911 29.6%
Constellation UK and parties acting in concert with
Constellation UK own 100 per cent. of the Bond Non-Voting
Convertible Shares outstanding in Bond. As noted in the Original
Offer Document, the Panel has waived the requirement under Rule 14
to make a comparable offer for these securities and as such the
Bond Non-Voting Convertible Shares shall not be taken into account
for the purposes of the acceptance condition in Rule 10 of the City
Code. Aside from such Bond Non-Voting Convertible Shares,
Constellation UK and parties acting in concert with Constellation
UK hold no rights to subscribe, short positions, derivatives,
agreements to sell, delivery obligations or rights to require
another person to purchase or take delivery of Bond Shares.
Shares owned by Constellation UK and parties acting in concert
with Constellation UK are not shares to which the Original Offer or
Revised Offer relate, and consequently Constellation UK and parties
acting in concert with Constellation UK have not accepted the
Original Offer or the Revised Offer. However, it is intended that
arrangements shall be put in place between Constellation UK and
parties acting in concert with it such that all Bond Shares held
within such concert party group shall count towards the Acceptance
Condition, including the transfer of Mark Leonard's shares to
Constellation UK.
On 11 October 2016, the last practicable date prior to the
release of this announcement, Constellation UK and parties acting
in concert with Constellation UK had received valid acceptances in
respect of a further 5,723,727 Bond Shares, representing
approximately 13.6 per cent. of Bond's existing ordinary share
capital. Each of these acceptances may be counted by Constellation
UK towards the satisfaction of the acceptance condition of the
Original Offer, the Revised Offer and the Final Increased Offer and
such acceptances represent approximately 19.3 per cent of Bond
Shares to which the Original Offer, the Revised Offer and the Final
Increased Offer relate.
Accordingly, on 11 October, the last practicable date prior to
the release of thisannouncement, Constellation UK and parties
acting in concert with Constellation UK either owned or had
received valid acceptances in respect of a total of 18,199,638 Bond
Shares representing approximately 43.2 per cent. of such
shares.
Save as disclosed in this announcement neither Constellation UK
nor any party acting in concert with Constellation UK has acquired
or agreed to acquire any Bond Shares (or rights over such shares)
since the commencement of the Offer Period.
Enquiries:
Herax Partners LLP (Financial Adviser to Constellation UK)
Angus MacPherson Tel: +44 (0) 20 7399 1680
John Mellett
Boudicca Proxy Ltd
Sheryl Cuisia Tel: +44 (0)20 7099 2075
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.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Herax Partners LLP, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Constellation UK and Constellation Software Inc.
and no one else in connection with the Original and Revised Offer
and will not be responsible to anyone other than Constellation UK
and Constellation Software Inc. for providing the protections
afforded to clients of Herax Partners LLP or for providing advice
in connection with the Original Offer or the Revised Offer, the
content of this announcement or any matter or arrangement referred
to herein. Neither Herax Partners LLP 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 Herax Partners LLP in connection with this
announcement, any statement contained herein or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel' s Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website
A copy of this announcement will be made available at
www.heraxpartners.com no later than 12:00 noon (London time) on 13
October 2016 (being the business day following the date of this
announcement). The content of the websites referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Bond Share Capital
References to the existing issued share capital of Bond are
references to Bond Shares in issue on 11 October 2016 (being the
last practicable Business Day prior to the release of this
announcement), being 42,126,794 Bond Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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