TIDMBDI
RNS Number : 3908N
Bond International Software PLC
25 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.
25 October 2016
Bond International Software PLC (the "Company" or "Bond")
Posting of Circular regarding recommended sale of the
Recruitment Software Subsidiaries
The Company is pleased to announce that it has posted a further
circular (the "Circular") to shareholders setting out:-
-- the withdrawal of their recommendation of the Final Increased
Offer of 121 pence per Bond Share from Constellation Software UK
Holdco Limited;
-- the recommended and further improved terms for the sale of
the Recruitment Software Subsidiaries to STG; and
-- the reconvening of yesterday's adjourned General Meeting,
which will now take place at 11.30 a.m. on 31 October 2016 .
A copy of the Circular is available on the Company's website at
www.bondinternationalsoftware.com/investor-info.
For further information, please contact:
Bond International Software plc: Tel: 01903 707070
www.bondinternationalsoftware.com
Steve Russell: Group Chief Executive
Bruce Morrison: Group Finance Director
Buchanan: Tel: 020 7466 5000
Richard Darby
Steph Watson
Houlihan Lokey Capital, Inc. (Financial adviser)
Thomas Bailey Tel: 001 404 495 7056
Cenkos Securities plc (Nomad) Tel: 020 7397 8900
Stephen Keys
Camilla Hume
Definitions
Terms defined in the Circular published on 25 October 2016 have
the same meaning in this announcement.
Disclaimer
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.
Houlihan Lokey Capital, Inc. ("Houlihan Lokey") is acting as
financial adviser exclusively for Bond and no-one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Bond for providing the
protections afforded to clients of Houlihan Lokey, nor for
providing advice in relation to the Offer, the Revised Offer or the
Final Increased Offer or any matter referred to in this
announcement. Neither Houlihan Lokey or 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 the matters
referred to in this announcement.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
This announcement has been prepared for the purpose of complying
with English law, the City Code and the AIM Rules, and information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England and Wales.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. No dealer,
salesperson or other person is authorised to give any information
or to make any representations with respect to the Offer, the
Revised Offer of the Final Increased Offer other than such
information or representations contained in this announcement and,
if given or made, such information or representations must not be
relied upon as having been authorised by Bond.
Overseas Shareholders
The release, publication or distribution of this announcement
in, or into, jurisdictions other than the United Kingdom may be
restricted by laws and/or regulations of those jurisdictions.
Therefore any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves about and observe any applicable requirements in their
jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. In particular, copies of this
announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or
from any Restricted Jurisdiction.
Forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward-looking statements. The
forward-looking statements contained herein include statements
about the expected effects of the Final Increased Offer on the Bond
Group, strategic options, the expected timing and scope of the
Final Increased Offer, and all other statements in this
announcement other than historical facts. These statements are
based on the current expectations and are naturally subject to
uncertainty and changes in circumstances. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "budget", "schedule",
"forecast", "project", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", "subject
to", or other words of similar meaning. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties, because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results, outcomes and developments
to differ materially from those expressed in, or implied by, such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Although it is believed that
the expectations reflected in such forward-looking statements are
reasonable, Bond cannot give any assurance, representation or
guarantee that such expectations will prove to have been correct
and such forward-looking statements should be construed in light of
such factors and you are therefore cautioned not to place reliance
on these forward-looking statements which speak only as at the date
of this announcement. Bond does not assume any obligation to update
or correct the information contained in this announcement (whether
as a result of new information, future events or otherwise), except
as required by applicable law or regulation.
No Profit Forecasts
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Bond for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Bond.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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) Bond and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30pm (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
Bond or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of Bond or of any securities exchange offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of Bond or of any securities exchange 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) Bond and (ii) any securities
exchange 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
3.30pm (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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the City Code.
Opening Position Disclosures must also be made by Bond and by
any offeror and Dealing Disclosures must also be made by Bond, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the City Code).
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.
Publication on Website
A copy of this announcement and the Circular are and will be
available free of charge, subject to certain restrictions relating
to persons in any jurisdiction where release, publication or
distribution of this announcement would constitute a violation of
the securities law of such jurisdiction, for inspection on Bond's
website at www.bondinternationalsoftware.com/investor-info/ while
the Final Increased Offer remains open for acceptance.
Bond Share Capital
References to the existing issued share capital of Bond are
references to Bond Shares in issue on 24 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
DOCPGGMUUUPQURA
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October 25, 2016 04:15 ET (08:15 GMT)
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