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Statement re Confidentiality Agreement

3rd Aug 2016 09:37

RNS Number : 1141G
Constellation Software Inc.
03 August 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.

 

3 August 2016

 

For immediate release

 

 

Constellation Software UK Holdco Ltd ("Constellation UK" or the "Company")

 

Cash Offer for

 

Bond International Software plc ("Bond" or the "Bond Group")

 

Statement re Confidentiality Agreement

 

 

In order to facilitate ongoing discussions between Constellation UK and Bond, on 2 August 2016, Constellation Software Inc., the parent company of Constellation UK, entered into a confidentiality agreement with Bond pursuant to which each party has undertaken to, amongst other things, keep confidential information made available by the other party confidential and not to disclose it to third parties unless required by law or regulation (the "Confidentiality Agreement").

 

Pursuant to the requirements of Rule 26 of the Code, a copy of the executed Confidentiality Agreement will be made available at www.heraxpartners.com no later than 12:00 noon on 3 August 2016 (being the business day following the date of execution of the Confidentiality Agreement).

 

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

 

 

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.

 

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 4 August 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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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