TIDMBDI
RNS Number : 5502N
Constellation Software Inc.
26 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.
26 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")
Acceptance Condition Not Satisfied
Final Increased Offer Has Lapsed
Introduction
On 12 October 2016, Constellation UK made a final cash offer at
121 pence per share 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 today that the Acceptance Condition
set out in the Final Increased Offer Document has not been
satisfied and consequently that the Final Increased Offer has
lapsed.
Constellation UK notes the announcements by Bond and Symphony
Technology Group, LLC. ("STG") on 24 October 2016 in relation to
the further improved terms for the acquisition of the Recruitment
Software Division (the "Further Amended Sale") by STG, and Bond's
recommendation of the Further Amended Sale. Constellation UK
confirms that as a result of the announcements of the Further
Amended Sale, Constellation UK's concert parties intend to vote in
favour of the resolution to approve the Further Amended Sale at the
general meeting of Bond Shareholders to be held on 31 October
2016.
Terms defined in the Final Increased Offer Document dated 12
October 2016 have the same meaning in this announcement, unless the
context requires otherwise.
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 11,742,520 27.721819%
Mark Leonard 965,000 2.278178%
Constellation UK 0 0.000000%
Total 12,707,520 29.999998%
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,
the Revised Offer or the Final Increased Offer relate, and
consequently Constellation UK and parties acting in concert with
Constellation UK have not accepted the Original Offer, the Revised
Offer or the Final Increased Offer.
As at 1.00pm on 26 October 2016, being the closing date for the
Final Increased Offer, Constellation UK and parties acting in
concert with Constellation UK had received valid acceptances in
respect of a further 7,351,508 Bond Shares, representing
approximately 17.4 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 24.8 per cent of Bond
Shares to which the Original Offer, the Revised Offer and the Final
Increased Offer relate.
Accordingly, on 26 October, Constellation UK and parties acting
in concert with Constellation UK either owned or had received valid
acceptances in respect of a total of 20,059,028 Bond Shares
representing approximately 47.4 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.
Lapsing of Final Increased Offer
The Final Increased Offer was made subject to valid acceptances
of the Final Increased Offer being received (and not, where
permitted, withdrawn) by no later than 1.00pm on 26 October 2016
such that Constellation UK and/or parties acting in concert with
Constellation UK had acquired or agreed to acquire, pursuant to the
Final Increased Offer or otherwise, Bond Shares carrying in
aggregate more than 50 per cent. of the voting rights normally
exercisable at a general meeting of Bond.
As Constellation UK and parties acting in concert with
Constellation UK owned or had received valid acceptances in respect
of Bond Shares representing only approximately 47.4 per cent. of
the Bond Shares in issue by 1.00pm on 26 October 2016, the
Acceptance Condition has not been satisfied and the Final Increased
Offer has lapsed. Constellation UK notes the announcements by Bond
and STG on 24 October 2016 in relation to the Further Amended Sale
and confirms its concert party group intends to vote in favour of
the resolution to approve the Further Amended Sale at the general
meeting of Bond Shareholders on 31 October 2016.
Accordingly, the Final Increased Offer is no longer capable of
further acceptance and accepting Bond Shareholders and
Constellation UK have ceased to be bound by acceptances made and
received before the 1.00pm on 26 October 2016.
Return of acceptances
In accordance with the terms of the Final Increased Offer, (i)
in the case of Bond Shares held in certificated form, completed
Forms of Acceptance, share certificates and/or other documents of
title will be returned, by post, within 14 calendar days, in each
case, to the person or agent whose name and address is set out in
Box 1 of the relevant Form of Acceptance at the risk of the person
or agent concerned; and (ii) in the case of Bond Shares held in
uncertificated form, the Receiving Agent will as soon as reasonably
practicable give TFE instructions to Euroclear to transfer all
relevant Bond Shares held in the escrow balance and in relation to
which it is the escrow agent for the purposes of the Final
Increased Offer to the original available balances of the Bond
Shareholders concerned.
Enquiries:
Herax Partners LLP (Financial Adviser to Constellation UK)
Angus MacPherson Tel: +44 (0) 20 7399 1680
John Mellett
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 27
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 25 October 2016 (being the
last practicable Business Day prior to the release of this
Announcement), being 42,358,403 Bond Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OLAMFBITMBATBBF
(END) Dow Jones Newswires
October 26, 2016 10:54 ET (14:54 GMT)
Bond International (LSE:BDI)
Historical Stock Chart
From Dec 2024 to Jan 2025
Bond International (LSE:BDI)
Historical Stock Chart
From Jan 2024 to Jan 2025
