TIDMBDI
RNS Number : 2321N
Bond International Software PLC
24 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.
BOND INTERNATIONAL SOFTWARE PLC
('Bond' or the 'Company')
Withdrawal of recommendation of Constellation's Final Increased
Constellation Offer
Recommendation of STG's further improved terms for the sale of
the
Recruitment Software Subsidiaries
and
Recommended Adjournment of General Meeting
Summary
-- Withdrawal of the Bond board of directors' recommendation of Constellation's Final Increased
Offer of 121p per Company Share (the "Constellation Final
Increased Offer")
-- Recommendation by Bond's board of directors of further improved terms for the sale of the
Recruitment Software Subsidiaries to STG increasing the total
consideration payable to Bond
to GBP22.84 million
-- The total distribution to Bond Shareholders from the members' voluntary liquidation of the
Company after it has completed the Sale and paid all relevant
transaction costs and taxes, is
anticipated by the Directors to be between 127.0 pence and 129.5
pence per Ordinary Share.
The Directors currently anticipate that the initial distribution
will be between 126.0 pence and
128.0 pence per Ordinary Share
-- The total distribution anticipated is at a premium to the 121 pence per Ordinary Share which
the Constellation Final Increased Offer represents
-- The Directors have each given an undertaking to vote in favour of the Sale Resolution which,
in aggregate, represents 15.94 per cent of the Existing
Shares
-- It is the intention of the Chairman to adjourn the General Meeting due to take place on 24
October 2016 and reconvene it on or around 11.30 on 31 October
2016
-- Completion of the Sale is conditional upon the passing of the Sale Resolution at the
reconvened General Meeting (which is intended to take place on
or around 31 October 2016)
on or before 14 November 2016 (being the completion longstop
date in the Sale Agreement)
1. Background to recommendation of STG's further improved terms
On 12 September 2016, the Company announced that it had entered
into a conditional agreement with the Purchasers pursuant to which
the Company had agreed to sell the entire issued share capital of
the Recruitment Software Subsidiaries to the Purchasers for a total
cash consideration of GBP17.25 million, subject to adjustment for
Net Debt and Net Working Capital (on a cash free debt free basis)
to be calculated through a completion accounts process. This
adjustment was expected to increase the cash payable to the Company
on completion to GBP18.4 million.
On 23 September 2016, Bond and Constellation jointly announced
the Revised Constellation Offer at 115.5p per Ordinary Share which,
at that time, was recommended by the Directors. A copy of the joint
announcement relating to the Revised Constellation Offer can be
found on the Company's website at
www.bondinternationalsoftware.com/investor-info/.
On 28 September 2016, the Company announced that the original
general meeting convened for 28 September 2016 would be adjourned
to 5 October 2016.
On 5 October 2016, the Company announced that it had entered
into a Deed of Amendment with STG in relation to the Sale Agreement
pursuant to which STG improved the terms and agreed to pay a total
consideration of GBP19.4 million thereby increasing the cash
payable on completion to GBP20.65 million. STG also agreed to
purchase the Courtlands Property for GBP1.8 million payable in cash
on completion. The principal terms of the Deed of Amendment were
summarised in the Company's circular to the Bond Shareholders dated
5 October 2016, which also contained a Notice convening a General
Meeting for 24 October 2016 to approve the revised terms of the
Sale, (the "Sale Resolution"). The Independent Directors
recommended that the Bond Shareholders vote in favour of the Sale
Resolution, as the total anticipated distribution to the Bond
Shareholders from a members' voluntary liquidation of the Company
following the sale represented a premium to the Revised
Constellation Offer of 115.5p per Ordinary Share.
On 11 October 2016, Constellation announced the terms of the
Constellation Final Increased Offer of 121 pence per Ordinary Share
to be made by Constellation for the entire issued and to be issued
ordinary share capital of Bond not already owned by Constellation
or parties acting in concert with Constellation (the "Constellation
Final Increased Offer"). The Constellation Final Increased Offer
Document was posted to Bond Shareholders on 12 October 2016.
On 19 October 2016 the Directors agreed to recommend the
Constellation Final Increased Offer.
Following the announcement of the Company's recommendation of
the Constellation Final Increased Offer, STG approached the
Directors with an increased offer for the Recruitment Software
Subsidiaries. The Company is pleased to announce that it has
entered into a New Deed of Amendment with the Purchasers in
relation to the Sale Agreement pursuant to which the Purchasers
have improved the terms of the purchase of the Recruitment Software
Subsidiaries. The Purchasers have agreed to pay a total
consideration of GBP22.84 million thereby increasing the cash
payable on completion to GBP24.1 million. The principal terms of
the New Deed of Amendment are summarised below and in paragraph 2
of this announcement.
The Company will send a circular to Bond Shareholders setting
out the revised terms in full no later than 25 October 2016.
As a result of the improved terms of the Sale Agreement, the
Directors who have been advised by Houlihan Lokey as to the
financial terms of the Constellation Final Increased Offer, have
given careful consideration to the merits of the Constellation
Final Increased Offer and have unanimously withdrawn their
recommendation of the Constellation Final Increased Offer. In
giving its advice to the Directors, Houlihan Lokey has taken into
consideration the Directors' commercial assessments.
The Independent Directors believe that the Sale is in the best
interests of the Company and Bond Shareholders as a whole and
unanimously recommend that Bond Shareholders vote in favour of the
Sale Resolution.
The Sale is deemed to be (i) a 'frustrating action' to the
Constellation Final Increased Offer pursuant to Rule 21.1 of the
Takeover Code, and (ii) due to its size, a disposal resulting in a
fundamental change in the business of the Company pursuant to Rule
15 of the AIM Rules for Companies, and therefore requires the
approval of the Bond Shareholders by ordinary resolution at the
General Meeting.
The Directors currently anticipate that the total distribution
to Bond Shareholders from the members' voluntary liquidation of the
Company after it has completed the Sale and paid all relevant
transaction costs and taxes, should be between 127.0 pence and
129.5 pence per Ordinary Share which includes the sale proceeds of
the Courtlands Property which forms part of the Sale (based on the
assumptions set out in paragraph 3 of this announcement and less
any initial distribution received). The Directors estimate that the
amount of the initial distribution could be increased to between
126.0 pence and 128.0 pence per Ordinary Share. The total
anticipated distribution is a premium to the 121 pence per Ordinary
Share which the Constellation Final Increased Offer represents
(further information on the assumptions of the Directors in
relation to the anticipated distribution are set out in paragraph 3
of this announcement).
ACCORDINGLY, THE BOND DIRECTORS ARE OF THE VIEW THAT BOND
SHAREHOLDERS SHOULD NOT ACCEPT THE CONSTELLATION FINAL INCREASED
OFFER AND SHOULD VOTE IN FAVOUR OF THE SALE RESOLUTION. ANY BOND
SHAREHOLDERS WHO HAVE ACCEPTED THE ORIGINAL CONSTELLATION OFFER,
THE REVISED CONSTELLATION OFFER AND THE CONSTELLATION FINAL
INCREASED OFFER ARE ADVISED TO WITHDRAW THOSE ACCEPTANCES.
The Directors have given an irrevocable undertaking to vote in
favour of the Sale Resolution, in respect of a total of 6,751,631
Ordinary Shares representing 15.94 per cent of the Existing Shares.
The Directors are permitted to lapse their undertakings in the
event a further revised offer from Constellation is announced at
135 pence per Ordinary Share or above, or if the Constellation
Final Increased Offer is declared unconditional as to
acceptances.
As announced on 11 October 2016, Constellation has informed the
Directors that the Constellation Final Increased Offer shall lapse
if the Sale Resolution is passed, so Bond Shareholders need to be
aware that if they vote in favour of the Sale Resolution and the
Sale completes, the Constellation Final Increased Offer shall not
proceed.
2. Principal terms of the Deed of Amendment and New Deed of Amendment
The Deed of Amendment and the New Deed of Amendment sets out the
improved terms pursuant to which the Company has agreed to sell the
entire issued share capital of the Recruitment Software
Subsidiaries and the Courtlands Property. The material terms of the
revised terms are as follows:
The total cash consideration payable on completion for the
Recruitment Software Subsidiaries is now GBP22.84 million
(previously GBP19.4 million), to be adjusted for Net Debt and Net
Working Capital. The estimate of the adjustment is expected to
increase the cash payable to the Company on Completion to GBP24.1
million. This should result in a GBP3.44 million increase in the
overall distribution to Bond Shareholders.
On completion the Purchasers have agreed to purchase the
Courtlands Property from the Company for a total consideration of
GBP1.8 million. This reflects the independent valuation provided by
Lambert Smith Hampton dated 8 September 2016, a copy of which is
available on the Company's website at
www.bondinternationalsoftware.com/investor-info/. The sale of the
Courtlands Property removes the uncertainty of the total
distribution to Bond Shareholders as well as increasing the initial
distribution to Bond Shareholders following a members' voluntary
liquidation.
In addition, the Purchasers have agreed to procure a Funding
Indemnity on completion from the STG IV Funds whereby the STG IV
Funds have agreed to indemnify the Company for any contingent
liability arising under the Strictly SPA and the Payroll SPA. The
financial cap of the Funding Indemnity is limited to GBP5.3 million
which is equal to the maximum aggregate liability of the Company
under the warranties and indemnities in the Strictly SPA and the
Payroll SPA. The indemnity period of the Funding Indemnity will
commence on completion of the Sale and end on 20 August 2017, being
the final date by which the Company can be notified of any warranty
and indemnity claims under the Strictly SPA and the Payroll
SPA.
-- Further, the Purchasers have agreed to procure the STG IV
Funds to put GBP3 million in cash into an escrow account on
completion of the Sale ("Escrow"), to support the Funding
Indemnity. The cash will be available to the Company and the
liquidator duly appointed to settle any claims under the Strictly
SPA or the Payroll SPA. The Directors believe that the effect of
the Funding Indemnity and the Escrow, taken together, is that the
liquidator should be able to increase the initial distribution to
Bond Shareholders following a members' voluntary liquidation
subject to the assumptions set out in paragraph 3 below.
The STG IV Funds are funds managed by Symphony Technology Group,
LLC ("STG"). Founded in 2002, STG is a private equity firm focused
exclusively on investing in companies in the areas of software,
analytics and tech-enabled services. STG has over $2 billion of
capital under management and its portfolio of companies reports
$2.5 billion in revenue and, collectively, has more than 15,000
employees.
Completion of the Sale is conditional upon the passing of the
Sale Resolution at the General Meeting (which the Chairman proposes
to adjourn to on or around 31 October 2016 (or at any adjourned
meeting)) on or before 14 November 2016 (being the completion
longstop date in the Sale Agreement), which requires not less than
50 per cent. of votes cast by Bond Shareholders (in person or by
proxy) at such meeting.
The Company and the Purchasers can only terminate the Sale
Agreement if the Constellation Final Increased Offer is declared
wholly unconditional, the Sale Resolution is not passed at the
General Meeting (or the adjourned meeting) or at any adjournment of
such meeting or by mutual consent of the parties to the Sale
Agreement. The Company has agreed to pay the Purchasers a
contribution to their reasonable costs and expenses incurred in
respect of the Sale, subject to a cap of GBP350,000, if Bond
Shareholders do not approve the Sale.
3. Use of the Sale proceeds and members' voluntary winding up
Assuming completion and the withdrawal or lapse of the
Constellation Final Increased Offer, the Company will propose a
members' voluntary winding up and liquidation of the Company as
soon as practicable with the intention of distributing the
Company's net assets to Bond Shareholders. If the Company enters
into a members' voluntary liquidation, which will be subject to
Bond Shareholders' approval (requiring not less than 75 per cent of
the votes cast by Shareholders at the general meeting to vote in
favour in person or by proxy), it is likely that there will be an
initial cash distribution to Bond Shareholders, with subsequent
distributions to be made once the creditors of the Company have
been discharged. Whilst the amount and timing of any initial
distribution will be determined by the liquidator after the Company
enters into a members' voluntary liquidation, the Directors
estimate that the amount of that initial distribution could be
increased to between 126.0 pence and 128.0 pence per share. The
increase in the initial distribution is based on the increase in
the cash consideration and the assumption that the liquidator will
advance a further GBP5.3 million as a result of the Funding
Indemnity and Escrow. The Directors understand that the liquidator
would expect to make a first distribution to Bond Shareholders
shortly after 4 weeks from the commencement of the liquidation
which is currently anticipated to commence on or around
mid-December 2016.
Due to the Funding Indemnity and the Escrow, the principal
remaining creditors and contingent liabilities of the Company
following the disposals of its assets will relate to the
professional fees in respect of the disposal of its assets and
payments required on termination of the Directors' service
contracts. Bond Shareholders should note that, pursuant to the
Funding Indemnity and as set out in paragraph 2, the STG IV Funds
have agreed to indemnify the Company for its liability arising
under the Strictly SPA and the Payroll SPA. Further, the Escrow
will support the Funding Indemnity which should enable the
liquidator to increase the amount of the initial distribution to
Bond Shareholders as stated above. In addition, the Company has
incurred transaction costs of approximately GBP2.15 million in
relation to the Sale, the sale of Strictly Education Limited, the
sale of the Payroll Subsidiaries and the Constellation Offer, the
Revised Constellation Offer and the Constellation Final Increased
Offer.
The Directors currently anticipate that the total distribution
to Bond Shareholders from the members' voluntary liquidation should
be between 127.0 pence and 129.5 pence per Ordinary Share (based on
the assumptions set out in this paragraph 3 and less any initial
distribution received). The calculation of this total anticipated
distribution is based on the knowledge of the Directors at the time
of this announcement and certain assumptions, including that (i)
the resolution to approve the members' voluntary liquidation is
passed; and (ii) no significant costs are incurred in excess of the
transaction costs stated above.
Bond Shareholders should also note that there are a number of
factors which could cause the amount of the final cash
distribution(s) from a liquidation to differ materially from those
currently estimated by the Board, including: market conditions,
final disposal and liquidation costs, liabilities arising which the
Directors were not aware of at the date of this announcement and
the computation of all taxes payable as a result of the disposals
and liquidation.
4. Recommendation not to accept the Constellation Final Increased Offer
In light of the New Deed of Amendment, the Directors have given
further consideration to the merits of the Constellation Final
Increased Offer and, having been so advised by the Company's
financial advisers, Houlihan Lokey, as to the financial terms of
the Constellation Final Increased Offer, have concluded that Bond
Shareholders should not accept the Constellation Final Increased
Offer and accordingly, withdraw their recommendation of the
Constellation Final Increased Offer.
The Directors unanimously anticipate that the total distribution
to Bond Shareholders from a liquidation of the Company after it has
completed the Sale, and paid all relevant transaction costs and
taxes, should be between 127.0 pence and 129.5 pence per Ordinary
Share (based on the assumptions set out in paragraph 3 and less any
initial distribution received), which is a premium to the 121 pence
per Ordinary Share which the Constellation Final Increased Offer
represents (further information on the assumptions of the Directors
in relation to the anticipated distribution are set out in
paragraph 3).
Bond Shareholders should note that the Constellation Final
Increased Offer is conditional on, inter alia, no member of the
Existing Group having either (i) entered into an unconditional
binding commitment; or (ii) entered into a binding conditional
contract in respect of which all conditions have been fulfilled,
which, when aggregated together with any and all other binding
commitments entered into by members of the Existing Group would,
upon completion of such commitments, result in the disposal by the
Existing Group of all or substantially all of the assets of the
Recruitment Software Subsidiaries (whether by way of asset sale,
share sale or otherwise). As announced on 11 October 2016,
Constellation has informed the Directors that the Constellation
Final Increased Offer will lapse if the Sale Resolution is
passed.
If Constellation declares the Constellation Final Increased
Offer unconditional as to acceptances the Constellation Final
Increased Offer must remain open for acceptances for at least a
further 14 days. Bond Shareholders who have validly withdrawn their
acceptances of the Original Constellation Offer or the Revised
Constellation Offer Constellation Final Increased Offer will then
be able to accept Constellation Final Increased Offer if they so
wish.
In light of the Company's entry into the New Deed of Amendment,
the Takeover Panel has agreed with the Company that Constellation
may seek to implement a revised timetable for the Constellation
Final Increased Offer so that the last date by which the
Constellation Final Increased Offer can be declared unconditional
as to acceptances is extended beyond 26 October 2016.
If Constellation declares that the Constellation Final Increased
Offer has lapsed on 26 October 2016 due to the acceptance condition
of the Constellation Final Increased Offer not having been met, and
does not further extend the deadline for acceptance of the
Constellation Final Increased Offer beyond 26 October 2016 (which
it may seek to do pursuant to Rule 31.9 of the Takeover Code with
the consent of the Takeover Panel), the Constellation Final
Increased Offer shall not be capable of becoming or being declared
unconditional. Save in the permitted circumstances in Rule 35.1 of
the Takeover Code, neither Constellation nor anyone acting in
concert with Constellation will be permitted to announce an offer
or possible offer for the Company within 12 months from the date on
which such offer is withdrawn or lapses.
5. General Meeting
The General Meeting due to be held to approve the Sale
Resolution at 11.30 a.m. on 24 October 2016 at the offices of
Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP. It
is the current intention of the Chairman to adjourn the General
Meeting to on or around 11.30 a.m. on 31 October 2016 at the
offices of Memery Crystal LLP, 44 Southampton Buildings, London,
WC2A 1AP at which an ordinary resolution will be proposed to
approve the sale of the Company's shareholdings in the Recruitment
Software Subsidiaries in accordance with the terms of the Sale
Agreement (as amended by the New Deed of Amendment).
The proposed adjournment will permit the Board sufficient time
to post a circular to Bond Shareholders explaining the details of
the revised terms of the Sale and enable the Bond Shareholders to
submit or amend their proxy votes as a result of the revised terms
of the Sale.
It is further noted that, due to the improved terms in relation
to the Sale, the general meeting originally due to take place on 28
September 2016 (the "Original General Meeting"), which had been
adjourned to 5 October 2016 and then again until further notice,
would be adjourned indefinitely (sine die). Bond considers that the
ordinary resolution to be voted upon at the General Meeting
replaces the ordinary resolution to be originally voted upon at the
Original General Meeting.
6. Directors' recommendation in respect of the Sale Resolution
and withdrawal of recommendation in respect of the Constellation
Final Increased Offer
As a result of the improved terms of the Sale Agreement, the
Directors, who have been advised by Houlihan Lokey as to the
financial terms of the Constellation Final Increased Offer,
unanimously recommend that Bond Shareholders do not accept the
Constellation Final Increased Offer, and have therefore withdrawn
their recommendation of the Constellation Final Increased Offer. In
providing advice to the Directors, Houlihan Lokey has taken into
account the Directors' commercial assessment.
The Directors recommend that Bond Shareholders take no further
action in respect of the Constellation Final Increased Offer, save
that Bond Shareholders who have already accepted the Original
Constellation Offer or the Revised Constellation Offer or the
Constellation Final Increased Offer should withdraw their
acceptances.
Instead the Independent Directors believe that the Sale is in
the best interests of the Company and Bond Shareholders as a whole
and unanimously recommend that Bond Shareholders vote in favour of
the Sale Resolution.
The Directors have irrevocably undertaken to, and procured that
their wives (if applicable) will, vote in favour of the Sale
Resolution, in respect of a total of 6,751,631 Ordinary Shares
representing 15.94 per cent of the Existing Shares. The Directors
are permitted to lapse their undertakings in the event a further
revised offer from Constellation is announced at 135 pence per
Ordinary Share or above, or if the Constellation Final Increased
Offer is declared unconditional as to acceptances.
MAR
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain. A copy of this announcement and the Circular can be
viewed at www.bondinternationalsoftware.com.
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
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
exclusively for the Company and no one else in connection with the
matters referred to in this announcement. Houlihan Lokey will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Houlihan Lokey or for providing
advice in relation to the matters referred to in this document.
Houlihan Lokey has given and not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the
references to its name in the form and context in which it
appears.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Bond Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with the Takeover Code and the AIM Rules and the
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 or regulatory requirements of jurisdictions outside
the United Kingdom. The statements contained in this announcement
are not to be construed as legal, business, financial or tax
advice.
Forward-looking statements
This announcement contains statements that are or may be
forward-looking with respect to the financial condition, results of
operations and businesses and achievements of the Company. These
statements can be identified by the use of forward-looking
terminology such as "believe", "anticipate", "expects", "prospect",
"estimated", "should", "may" or the negative thereof, or other
variations thereof, or comparable terminology indicating
expectations or beliefs concerning future events. These forward
looking statements include risk and uncertainty because they relate
to events and depend on circumstances that will occur in the
future. There are a number of factors which could or may cause
actual results, achievements or developments to differ materially
from those expressed or implied by such forward-looking statements.
The Company assumes no obligation to update or correct the
information contained in this announcement, whether as a result of
new information, future events or otherwise, except to the extent
required by law or regulation.
Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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) the offeree company 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
3.30 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company 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 Takeover 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange
offeror(s), 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
securities exchange 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 Takeover 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. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Publication on website
A copy of this announcement will be made available at
www.bondinternationalsoftware.com no later than 12:00 noon (London
time) on 6 October 2016 (being the Business Day following the date
of this Announcement). The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Bond" or "the Company" Bond International Software plc, a
company incorporated in England and
Wales with registered number 2142222
"Bond Australia" Bond International Software Pty Limited;
"Bond Hong Kong" Bond International Software China Ltd;
"Bond Japan" Bond International Software KK;
"Bond Non-Voting Convertible Shares" non-voting convertible
shares of one penny each in the capital of Bond;
"Bond Singapore" Bond International Software (Singapore) Pte. Ltd;
"Bond UK" Bond International Software (UK) Limited;
"Bond US" Bond International Holdings Inc.;
"City Code" The City Code on Takeovers and Mergers issued by the
Panel on Takeovers and Mergers;
"Constellation" Constellation Software UK Holdco Limited, a
company incorporated in England and Wales with registered number
9206065 whose registered address is at The Mill, Staverton,
Trowbridge, Wiltshire BA14 6PH;
"Courtlands Property" Courtlands, Parklands Avenue,
Goring-By-Sea, West Sussex BN12 4NG registered at Her Majesty's
Land Registry with title number WSX203942;
"Directors" or "Board" the board of directors of the Company from time to time;
"Deed of Amendment" the deed of amendment dated 5 October 2016
between the Company and the Purchasers, amending the terms of the
Sale Agreement
"Escrow" the escrow account of GBP3 million to be set up by the
Purchasers on completion of the Sale
"Existing Shares" the 42,358,403 Ordinary Shares in issue at the
date of this document
"Final Increased Offer" the revised cash offer made by
Constellation UK at 121p per Ordinary Share to acquire the whole of
the issued and to be issued share capital of Bond not otherwise
held by Constellation UK and parties acting in concert with
Constellation UK on the terms and subject to the conditions set out
in the Final Increased Offer Document, including, where the context
so requires, any subsequent revision, variation, extension or
renewal of such offer;
"Final Increased Offer Document" the offer document dated 12
October 2016 sent to Ordinary Shareholders in respect of the Final
Increased Offer;
"FMP" FMP Bidco Limited;
"Funding Indemnity" the deed of indemnity dated 5 October 2016
between the Company, STG IV, L.P. and STV IV-A, L.P relating to the
Company's liability under the Strictly SPA
"General Meeting" the General Meeting to be held at 11:30am on
24 October 2016 (to be adjourned);
"Houlihan Lokey" Houlihan Lokey Capital, Inc.;
"Independent Directors" Martin Baldwin, Richard Hall and Stephen Russell;
"Net Debt" the amount by which indebtedness of the Recruitment
Software Subsidiaries exceeds or is less than its cash
balances;
"Net Working Capital" the amount by which working capital of the
Recruitment Software Subsidiaries exceeds or is less than a target
working capital agreed between the parties;
"New Deed of Amendment" the deed of amendment dated 21 October
2016 between the Company and the Purchasers, amending the terms of
the Sale Agreement
"Non-US Recruitment Software Subsidiaries" Bond UK, Bond Japan,
Bond Singapore, Bond Hong Kong and Bond Australia;
"Ordinary Share" ordinary shares of 1 pence each in the capital
of the Company;
"Original Constellation Offer" the cash offer made by
Constellation UK at 105p per Ordinary Share to acquire the whole of
the issued and to be issued share capital of Bond not otherwise
held by Constellation UK and parties acting in concert with
Constellation UK on the terms and subject to the conditions set out
in Original Offer Document;
"Original Offer Document" the offer document dated 18 August
2016 sent to Ordinary Shareholders in respect of the Original
Offer;
"Panel" the Panel on Takeovers and Mergers;
"Payroll Purchaser" FMP Global Bidco Limited, a limited
liability company incorporated in England and Wales with registered
number 10024670, indirectly controlled by Tenzing PE Coinvest I
LP
"Payroll SPA" the sale and purchase agreement dated 21 July 2016
between the Company and the Payroll Purchaser relating to the sale
and purchase of the shares of the Payroll Subsidiaries
"Payroll Subsidiaries" Bond HR and Payroll Software Limited,
Bond Payroll Services Limited and Eurowage Limited
"Purchasers" Bond US Inc. and Hockliffe Limited;
"Recruitment Software Subsidiaries" Non-US Recruitment Software Subsidiaries and Bond US;
"Revised Constellation Offer" the revised cash offer made by
Constellation UK at 115.5p per Ordinary Share to acquire the whole
of the issued and to be issued share capital of Bond not otherwise
held by Constellation UK and parties acting in concert with
Constellation UK on the terms and subject to the conditions set out
in this documents, including, where the context so requires, any
subsequent revision, variation, extension or renewal of such
offer;
"Sale" the proposed sale of the Recruitment Software division to
Symphony Technology Group, LLC (as amended by the New Deed of
Amendment);
"Sale Agreement" the conditional sale and purchase agreement
between Bond and the Recruitment Purchasers;
"Sale Resolution" resolution to approve the Sale at the General
Meeting (or the adjourned meeting);
"STG" Symphony Technology Group, LLC; and
"Strictly SPA" the sale and purchase agreement between Bond and
Education Service Solutions Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCKLLFLQBFZFBZ
(END) Dow Jones Newswires
October 24, 2016 02:00 ET (06:00 GMT)
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