Statement of intention not to make an offer

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS

FOR IMMEDIATE RELEASE

 26 SEPTEMBER 2016

STATEMENT OF INTENTION NOT TO MAKE AN OFFER

On 2 September 2016, the board of ESW Capital, LLC ("ESW") announced that it was in talks about a possible offer with Bond International Software plc ("Bond"), who at the time was subject to an unsolicited offer from Constellation Software UK Holdco Ltd ("Constellation").

Following the joint announcement by Constellation and Bond on 23 September 2016 of a recommended revised cash offer, the board of ESW have concluded that it does not intend to make an offer for Bond.

This announcement is made in accordance with Rule 2.8 of the City Code on Takeovers and Mergers ("Code"). As a result of this announcement, ESW will, except with the consent of the UK Panel on Takeovers and Mergers, be bound by the restrictions contained in Rule 2.8 of the Code.