27th Jul 2016 12:47
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.
27 July 2016
For immediate release
Joint Announcement
Constellation Software UK Holdco Ltd ("Constellation UK" or the "Company")
and
Bond International Software plc ("Bond" or the "Bond Group")
Statement re Extension to Timetable for Posting the Offer Document to 18 August 2016
On 30 June 2016, Constellation UK announced the terms of a cash offer for the entire issued and to be issued share capital of Bond not already owned by Constellation UK and parties acting in concert with Constellation UK (the "Offer"). Constellation UK and parties acting in concert with Constellation UK collectively own 12,475,911 Bond Shares representing approximately 29.6 per cent of the existing issued ordinary share capital of Bond. The Offer values each Bond Share at 105p and the existing issued ordinary share capital at approximately £44.2 million. In accordance with Rule 24.1 of the City Code, Constellation UK was required to publish an Offer Document by 28 July 2016 (the "Relevant Deadline").
The Offer is conditional on, amongst other things, no member of the Bond Group having either:
· entered into an unconditional binding commitment; or
· entered into a binding conditional contract in respect of which all conditions have been fulfilled
which, when aggregated together with any and all other binding commitments entered into by the members of the Bond Group, would, upon completion of such commitments, result in the disposal by the Bond Group of all or substantially all of the assets of (i) the HR and Payroll Software and Services Division; and/or (ii) the Recruitment Software Division (whether by way of asset sale, share sale or otherwise).
On 22 July 2016, Bond announced that it has entered into a conditional agreement with FMP Global Bidco Limited (the "Purchaser") for the sale of the entire issued share capital of the Bond Group's payroll subsidiaries, comprising Bond HR and Payroll Software, Bond Payroll Services and Eurowage Limited ("the Payroll Subsidiaries"). This agreement is conditional upon Bond Shareholder approval and a circular will be posted to Bond Shareholders no later than 28 July 2016 (the "Circular").
Subsequent to Bond's announcement regarding the sale of the Payroll Subsidiaries, discussions have taken place between Bond, Constellation UK and their respective advisers. Constellation UK has entered into an irrevocable agreement to vote in favour of the sale of the Payroll Subsidiaries to the Purchaser in respect of all shares owned by Constellation UK and parties acting in concert with Constellation UK. As such, Constellation UK waives the condition to the Offer outlined above with respect to the disposal of the Payroll Subsidiaries to the Purchaser only. For the avoidance of doubt, the condition will remain in force with respect to the Recruitment Software Division and in respect of a disposal of the HR and Payroll Software and Services Division (or substantially all of the assets thereof) to any person other than the Purchaser.
With the agreement of both Constellation UK and Bond, the Panel has granted an extension to the Relevant Deadline until 18 August 2016 to allow the parties to conclude their ongoing discussions.
Terms used in this announcement shall have the same meaning as in the firm offer announcement made by Constellation UK under Rule 2.7 of the Code on 30 June 2016 unless stated otherwise. All the times referred to in this announcement are London times.
Further announcements will be made as and when appropriate.
Enquiries:
Herax Partners LLP (Financial Adviser to Constellation UK) | +44 (0)20 7399 1680 |
Angus MacPherson John Mellett | |
Houlihan Lokey (Financial Adviser to Bond) | +1 404 495 7056 |
Thomas Bailey | |
Cenkos Securities plc (Nomad to Bond) | +44 (0)20 7397 8900 |
Stephen Keys Camilla Hume |
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 CSI and no one else in connection with the Offer and will not be responsible to anyone other than Constellation UK and CSI for providing the protections afforded to clients of Herax Partners LLP or for providing advice in connection with the 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.
Houlihan Lokey, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bond and no one else in connection with the 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 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, 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 and at www.bondinternationalsoftware.com no later than 12:00 noon (London time) on 28 July 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.
Related Shares:
BDI.L