Takeover Offers
RECOMMENDED REVISED CASH OFFER BY CONSTELLATION SOFTWARE UK HOLDCO LTD FOR THE ISSUED AND TO BE ISSUED SHARE CAPITAL OF BOND INTERNATIONAL SOFTWARE PLC
Notice is hereby given by Constellation Software UK Holdco Limited (Constellation UK)*, pursuant to section 978(1)(c)(ii) of the Companies Act 2006,
(a) further to the announcement made by Constellation UK that, by means of a formal offer document dated and published 18 August 2016 (the “Original Offer Document”) and by means of a notice published in the London Gazette on 31 August 2016, it had made an offer (the “Original Offer”) to acquire the entire issued and to be issued share capital of Bond International Software plc (Bond), Constellation UK now announce that, by means of a revised offer document dated an published on 3 October 2016 (the “Revised Offer Document”) and by means of this notice, it has increased its cash offer to acquire the entire issued and to be issued share capital of Bond (the “Revised Offer”); and
(b) copies of the following documents may be inspected or a copy obtained on Herax Partners LLP’s website at http://www.heraxpartners.com whilst the Revised Offer remains open for acceptance:
i. the Revised Offer Document;
ii. the form of acceptance for use by holders of certificated ordinary shares relating to the Revised Offer; and
iii. certain other documents stated in the Revised Offer Document to be available for inspection.
Terms defined in the Revised Offer Document have the same meaning in this advertisement.
The Revised Offer
Bond Shareholders who accept the Revised Offer will receive 115.5 pence in cash for each Bond Share. On the bases set out in the Revised Offer Document, the Revised Offer values the entire issued share capital of Bond at approximately £48.7 million.
Bond Shares will be acquired under the Revised Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and any other third party interests and rights of whatsoever nature and together with all rights attaching to them as at 17 August 2016 or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after 17 August 2016.
The full terms and conditions of the Revised Offer (including details of how the Revised Offer may be accepted) are set out in the Revised Offer Document and, in relation to Bond Shares held in certificated form and Bond Shares, the related Form of Acceptance. Bond Shareholders who accept the Revised Offer may rely only on the Revised Offer Document, the Original Offer Document and, where they hold Bond Shares in certificated form, the Form of Acceptance for all the terms and conditions of the Revised Offer.
The Revised Offer is, by means of this advertisement, being extended to all persons to whom the Revised Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, Bond Shares.
The Revised Offer, which has been made by means of the Revised Offer Document, (and, to the extent referred to in the Revised Offer Document, the Original Offer Document) and this advertisement, is open for acceptance until 1.00 pm (London Time) on 18 October 2016. Any extensions of the Revised Offer will be publicly announced by 8.00 a.m. London time on the business day following the day on which the Revised Offer was due to expire.
Bond Shareholders who have previously validly accepted the Original Offer will automatically be deemed to have accepted the Revised Offer by virtue of their prior acceptances and, therefore, need to take no further action. All Bond Shareholders that accepted the Original Offer before the date of Revised Offer Document will receive the Revised Offer Price in respect of their Bond Shares.
The Revised Offer is not being made, directly or indirectly, in, into or by use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, nor is it being made in, into or from any Restricted Jurisdiction, if to do so would constitute a violation of the relevant laws of such jurisdiction and the Revised Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any such jurisdiction.
Accordingly, the Revised Offer Document, the Form of Acceptance and this advertisement are not being and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in whole or part, in, into or from a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Revised Offer Document, Form of Acceptance or this advertisement to any jurisdictions outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Herax Partners LLP (“Herax”), which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Constellation UK and Constellation Software Inc. and for no one else in connection with the Revised Offer and will not be responsible to anyone other than Constellation UK for providing the protections afforded to clients of Herax, or for providing advice to any other person in relation to the Revised Offer or any other matter or arrangement referred to in this advertisement.
The directors of Constellation UK accept responsibility for the information contained in this advertisement. To the best of the knowledge and belief of the directors of Constellation UK (who have taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
By Order of the Board of Constellation Software UK Holdco Ltd
4 October 2016
* Constellation Software UK Holdco Limited is incorporated in England and Wales with registered number 09206065 and has its registered office at The Mill, Staverton, Trowbridge, Wiltshire, BA14 6PH