Takeover Offers
FINAL INCREASED 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 Ltd (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 made a further announcement that by means of a revised offer document dated and published on 3 October 2016 (the “Revised Offer Document”) and by means of a notice published in the London Gazette on 7 October 2016, it increased its cash offer to acquire the entire issued and to be issued share capital of Bond, Constellation UK now announces that, by means of a final increased cash offer document dated and published on 12 October 2016 (the “Final Increased Offer Document”) and by means of this notice, it has again increased its cash offer to acquire the entire issued and to be issued share capital of Bond (the “Final Increased 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 Final Increased Offer remains open for acceptance:
i. the Final Increased Offer Document;
ii. the form of acceptance for use by holders of certificated ordinary shares relating to the Final Increased Offer; and
iii. certain other documents stated in the Final Increased Offer Document to be available for inspection.
Terms defined in the Final Increased Offer Document have the same meaning in this advertisement.
The Final Increased Offer
Bond Shareholders who accept the Final Increased Offer will receive 121 pence in cash for each Bond Share. On the bases set out in the Final Increased Offer Document, the Final Increased Offer values the entire issued share capital of Bond at approximately £51 million.
Bond Shares will be acquired under the Final Increased 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 Final Increased Offer (including details of how the Final Increased Offer may be accepted) are set out in the Final Increased Offer Document and, in relation to Bond Shares held in certificated form, the related Form of Acceptance. Bond Shareholders who accept the Final Increased Offer may rely only on the Final Increased Offer Document, the Revised Offer Document and the Original Offer Document and, where they hold Bond Shares in certificated form, the related Form of Acceptance for all the terms and conditions of the Final Increased Offer.
The Final Increased Offer is, by means of this advertisement, being extended to all persons to whom the Final Increased Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, Bond Shares.
The Final Increased Offer, which has been made by means of the Final Increased Offer Document, (and, to the extent referred to in the Final Increased Offer Document, the Revised Offer Document and the Original Offer Document) and this advertisement, is open for acceptance until 1.00 pm (London Time) on 26 October 2016. Any extensions of the Final Increased Offer will be publicly announced by 8.00 a.m. London time on the business day following the day on which the Final Increased Offer was due to expire.
Bond Shareholders who have previously validly accepted the Original Offer or the Revised Offer will automatically be deemed to have accepted the Final Increased Offer by virtue of their prior acceptances and, therefore, need to take no further action. All Bond Shareholders that accepted the Original Offer or the Revised Offer before the date of Final Increased Offer Document will receive the Final Increased Offer Price in respect of their Bond Shares.
The Final Increased 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 Final Increased 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 Final Increased 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 Final Increased 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 as financial adviser exclusively for Constellation UK and Constellation Software Inc. and for no one else in connection with the Final Increased 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 Final Increased 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
13 October 2016
* Constellation Software UK Holdco Ltd is incorporated in England and Wales with registered number 09206065 and has its registered office at The Mill, Staverton, Trowbridge, Wiltshire, BA14 6PH