2016-06-30 | Offer for Bond International Software plc

RNS Number : 8182C

Constellation Software Inc.

30 June 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 OR REGULATIONS OF SUCH JURISDICTION.

30 June 2016

For Immediate Release

Cash Offer

Constellation Software UK Holdco Ltd

for the entire issued and to be issued ordinary share capital of

Bond International Software plc

· The Board of Constellation UK is pleased to announce the terms of a cash offer to be made by Constellation UK for the entire issued and to be issued ordinary share capital of Bond not already owned by Constellation UK or parties acting in concert with Constellation UK.

· The Offer will be made on the basis of 105 pence per Bond Share.

· The Offer values the existing issued ordinary share capital of Bond at approximately £44.2 million in aggregate.

· The Offer represents a premium of approximately 12.9 per cent. to the Closing Price of 93.0 pence per Bond Share on 29 June 2016, being the latest practicable date prior to the release of the Announcement, and a premium of 20.0 per cent. to the Closing Price of 87.5 pence per Bond Share on 2 June 2016, being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period.

· Constellation UK and parties acting in concert with Constellation UK collectively own 12,475,911 Bond Shares representing approximately 29.6 per cent of the existing issued ordinary share capital of Bond.

· Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Non-Voting Convertible Shares outstanding in Bond. As such, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities. Accordingly, the Bond Non-Voting Convertible Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.

· The Offer will be conditional upon, amongst other things:

o Constellation UK receiving valid acceptances (which have not been withdrawn) in respect of Bond Shares such that Constellation UK and the CSI Group shall have acquired or be entitled to acquire Bond Shares carrying in aggregate more than 90 per cent. (or such lower percentage as Constellation UK may, subject to the City Code, decide) of the voting rights then normally exercisable at general meetings of Bond; and

o which Constellation UK expressly draws to the attention of Bond Shareholders, that no member of the Bond 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 the members of the Bond Group, would, upon completion of such commitments, result in the disposal by the Bond Group of all or substantially all of the assets of (i) the HR and Payroll Software and Services Division; and/or (ii) the Recruitment Software Division (whether by way of asset sale, share sale or otherwise).

· Constellation reserves the right to make an equivalent reduction in its offer price if Bond announces, declares or pays any dividend or any other distribution to shareholders on or after the date of this Announcement.

· Constellation UK is a member of the CSI Group. CSI is listed on the Toronto Stock Exchange and is an international provider of market leading software and services.

· Herax is acting as financial adviser to Constellation UK and CSI.

Commenting on the Offer, Mark Leonard, President of CSI, said:

"We believe the Offer represents an attractive premium over recent trading levels. Given Bond's poor share price performance historically, the Offer represents a good exit opportunity for shareholders."

Enquiries:

Constellation UK and CSI

Mark Leonard Tel: +1 416 861 2279

Herax (Financial Adviser to Constellation UK and CSI)

Angus MacPherson Tel: +44 (0)20 7399 1680

John Mellett

This summary should be read in conjunction with the full text of the Announcement. The Offer will be subject to the conditions set out in Appendix I to the Announcement and the full conditions and further terms which will be set out in the Offer Document, which is expected to be issued as soon as is reasonably practicable and, in any event, within 28 days of the Announcement.

Appendix II contains the sources and bases of information used in this summary and the Announcement.

Appendix III contains the definitions of certain expressions used in this summary and the Announcement.

Important Notes

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.

The Offer Document and the Form of Acceptance will be sent to Bond Shareholders as soon as is reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to Overseas Bond Shareholders in the circumstances permitted under the City Code or in accordance with any dispensation given by the Panel. The full terms of and conditions to the Offer will be set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Bond Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.

THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.

Unless otherwise determined by Constellation UK and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, copies of the Announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent, into or from any Restricted Jurisdiction and persons receiving the Announcement (including, without limitation custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, Constellation UK will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.

Further Information on the Offer

Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Non-Voting Convertible Shares outstanding in Bond. As such, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities. Accordingly, the Bond Non-Voting Convertible Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.

The availability of the Offer to Bond Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Bond Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

This summary and the Announcement have been prepared for the purposes of complying with English law, the AIM Rules and the City Code and information disclosed may not be the same as that which would have been disclosed if this summary and the Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the City Code.

Forward Looking Statements

The Announcement, including information included or incorporated by reference in the Announcement, contains "forward-looking statements" concerning Bond and Constellation UK. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Constellation UK assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.

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.

Dealing Disclosure Requirements

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) 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 City Code, any person who is, or becomes, interested in 1 per cent. 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, 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 p.m. (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 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.

Purchases outside the Offer

Constellation UK or its nominees or brokers (acting as agents) may purchase Bond Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the City Code and the rules of the London Stock Exchange.

Publication on website

A copy of this Announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, be made available at www.heraxpartners.com by no later than 12 noon (London time) on the Business Day following the date of the relevant announcement or document, pursuant to Rule 26 of the City Code. The contents of the website referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Information relating to Bond Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Bond Shareholders, persons with information rights and other relevant persons for the receipt of communications from Bond may be provided to Constellation UK during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c) of the City Code.

30 June 2016

For Immediate Release

Cash Offer

Constellation Software UK Holdco Ltd

for the entire issued and to be issued ordinary share capital of

Bond International Software plc

1. INTRODUCTION

The Board of Constellation UK is pleased to announce the terms of a cash offer to be made by Constellation UK for the entire issued and to be issued ordinary share capital of Bond not already owned by Constellation UK or parties acting in concert with Constellation UK.

The Offer Document and the Form of Acceptance will be posted to Bond Shareholders as soon as reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to Overseas Bond Shareholders in the circumstances permitted under the City Code or in accordance with any dispensation given by the Panel.

2. SUMMARY OF THE TERMS OF THE OFFER

The Offer, which will be subject to the terms and conditions set out in Appendix I to this Announcement and the further terms and conditions to be set out in the Offer Document and, if relevant, the Form of Acceptance, will be made on the following basis:

For each Bond Share: 105 pence in cash

The Offer values the existing issued ordinary share capital of Bond at approximately £44.2 million in aggregate.

The Offer represents a premium of approximately 12.9 per cent. to the Closing Price of 93.0 pence per Bond Share on 2.9 June 2016, being the latest practicable date prior to the release of the Announcement, and a premium of 20.0 per cent. to the Closing Price of 87.5 pence per Bond Share on 2 June 2016, being the last Business Day prior to the publication of the Possible Offer Announcement, which commenced the Offer Period.

Constellation UK and parties acting in concert with Constellation UK collectively own 12,475,911 Bond Shares representing approximately 29.6 per cent of the existing issued ordinary share capital of Bond.

The Offer will be conditional upon, amongst other things:

· Constellation UK receiving valid acceptances (which have not been withdrawn) in respect of Bond Shares such that Constellation UK and the CSI Group shall have acquired or be entitled to acquire Bond Shares carrying in aggregate more than 90 per cent. (or such lower percentage as Constellation UK may, subject to the City Code, decide) of the voting rights then normally exercisable at general meetings of Bond; and

· which Constellation UK expressly draws to the attention of Bond Shareholders, no member of the Bond 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,

The Bond Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights now and hereafter attaching to them, including, without limitation, the right to receive in full and retain all dividends and other distributions (if any) declared, made or paid in respect of the Bond Shares on or after the date of this Announcement.

3. BACKGROUND TO AND REASONS FOR THE OFFER

CSI has been an investor in Bond since December 2009 and together with its concert party group owns 29.6 per cent. of the issued Bond Shares (as well as 100 per cent. of the outstanding Bond Non-Voting Convertible Shares).

During the period in which CSI has been a shareholder, Bond's financial and share price performance has been lacklustre:

· The price of Bond Shares has been volatile with Closing Prices ranging from a minimum of 33.5p and maximum of 151.5p.

· EPS growth has been inconsistent and, on a compounded basis, minimal, with 2014 basic EPS of 5.17p only 4.4 per cent. higher than basic EPS of 4.95p in 1997. 2015 basic EPS shows a significantly worsened performance with a loss of 5.19p per share.

· Between 2009 and 2015 revenue per share fell by 5.6 per cent. from 98.5p to 93.0p.

CSI believes that due to the size of Bond, the cyclicality of its end markets and the volatility of its share price and trading performance, Bond would benefit from being under private ownership and CSI's management experience.

Bond's total returns to shareholders have been disappointing

Over the 10 years prior to 2 June 2016, being the last Business Day prior to the publication of the Possible Offer Announcement, Bond has underperformed against both the FTSE All-Share and the FTSE AIM All-Share Technology indices on a total shareholder return basis, as shown below.

Total Shareholder Returns
Date	FTSE All-Share	FTSE AIM All-Share Technology	AIM:BDI
02-06-2006	100.0	100.0	100.0
02-06-2007	121.6	114.2	186.9
02-06-2008	111.2	85.0	130.1
02-06-2009	86.8	59.7	67.6
02-06-2010	104.8	77.5	71.5
02-06-2011	124.2	89.7	42.4
02-06-2012	115.0	86.0	50.8
02-06-2013	151.5	109.3	66.4
02-06-2014	165.5	142.1	146.8
02-06-2015	176.3	145.0	147.0
02-06-2016	165.1	137.0	92.4

· On 29 February 2016, the board of Bond announced the end of its strategic review, which began on 20 March 2015. From the end of the strategic review until 2 June 2016, being the latest practicable date prior to the release of the Possible Offer Announcement, the Bond share price fell 17.8 per cent. from 106.5p to 87.5p.

· Since Bond's IPO placing at 65.0p per share on 30 December 1997, the price of Bond Shares has appreciated by only 34.6 per cent. to 87.5p as at 2 June 2016, being the latest practicable date prior to the release of the Possible Offer Announcement. This represents a compounded annual growth in Bond's share price of 1.6 per cent. per annum over the last 18.5 years which is less than the 2.0 per cent. growth rate in UK CPI from 1997 to 2015.

Uncertainty with respect to duration and outcome of divestment programme

· Bond's previously announced strategic review ended after nearly a full year without any realised outcome for shareholders. Only in May 2016, more than a year after the strategic review was initiated, was a transaction announced.

· Bond's announced strategy to pursue a programme of divestment is currently uncertain with respect to both outcome and proceeds to Bond Shareholders, notwithstanding the statement made in note 7 to Bond's preliminary results announcement for the year ended 31 December 2015 released on 28 June 2016 regarding the expected disposal of the HR and Payroll Software and Services Division and Recruitment Software Division in July 2016. There is the risk that identified businesses may not be sold, or even if sold, may not achieve valuations the Bond board expects, or may not be completed within a reasonable timeframe.

· While pursuing a strategy with an uncertain timeline, the existing cost base of the Bond board and senior management of Bond will continue to be borne, in addition to any costs related to corporate taxes on proceeds from disposals, advisers' fees and any bonus arrangements in connection with any transactions.

CSI is offering a cash price at a premium to recent trading

· The Offer represents a premium of 20.0 per cent. to the Closing Price of Bond Shares of 87.5p on 2 June 2016, being the latest practicable date prior to the release of the Possible Offer Announcement.

The Offer provides benefits to both shareholders and the company

· The CSI offer provides shareholders with a certain cash return rather than uncertain future returns subject to timing, execution and valuation risks inherent in Bond's divestment strategy. If CSI succeeds in acquiring 100% of the Bond Shares, the Bond business along with its employees will be integrated into the CSI group as a wholly owned subsidiary. CSI has a long track record of acquiring, building and managing vertical market software companies.

4. INFORMATION ON CONSTELLATION UK AND CSI

Constellation UK

Constellation UK is a private company limited by shares incorporated in England and Wales with registered number 09206065. The Constellation UK Directors are Mark Leonard (President of CSI), Darrell Boxall, Carrie Marks, Stephen McNally and John Rolleston.

Constellation UK is a member of the CSI Group used as a holding company for CSI's investments in the UK.

In the results of its financial year ended 31 December, 2015, Constellation UK had gross assets of £110.8 million and net assets of £42.4 million.

CSI

CSI is listed on the Toronto Stock Exchange and is an international provider of market leading software and services to a select number of industries, both in the public and private sectors. Its mission is to acquire, manage and build market-leading software businesses that develop specialized, mission-critical software solutions to address the specific needs of its particular industries.

CSI was founded in 1995 to assemble a portfolio of vertical market software companies that have the potential to be leaders in their particular market. Since then, CSI has grown rapidly through a combination of acquisitions and organic growth, and established a strong collection of companies with a large, diverse customer base comprised of over 85,000 customers operating in over 100 countries around the world.

CSI has six operating groups which currently service customers in over 100 different markets worldwide. Its businesses are aggregated into two distinct segments for financial reporting purposes: (i) the public sector segment, which includes businesses focusing upon government and government-related customers, and (ii) the private sector segment, which includes businesses focusing upon commercial customers.

CSI is headquartered in Toronto, Canada, has offices in North America, Europe, Australia, South America and Africa and has over 10,000 employees.

In the results of its financial year ended 31 December 2015, CSI had revenues of US$ 1,838.3 million, profit before tax of US$ 244.3 million, gross assets of US$ 1,639.3 million and net assets of US$ 337.3 million.

5. INFORMATION ON BOND

Bond is a provider of staffing and talent management software for recruitment consultancies and corporations of all sizes, and provides HR and payroll solutions to the public, education and publishing sectors. Headquartered in the United Kingdom, Bond also has offices in the United States, Australia, South Africa, Peru, Japan, Singapore, China and Hong Kong. Bond has nearly 500 employees serving around 3,500 customers.

Bond's customers include some of the largest recruitment agencies in the world, corporations and a large number of private and public sector organisations, including: Adecco, Hays, Randstad, Michael Page, Manpower, Kelly Services, Ingeus, Remploy, Capita, Armstrong Watson, Birmingham Rep, ESL Employer Service, Carpetright, Maseco, South Hams District Council, Impellam and Tesco.

In the results of its financial year ended 31 December 2015, Bond reported it had revenues of £39.7 million, losses before tax of £2.0 million, gross assets of £53.7 million and net assets of £34.0 million.

6. EMPLOYEES AND LOCATIONS

Constellation UK attaches great importance to the skills, expertise and knowledge of the employees of Bond and its subsidiaries, and expects them to continue to play a significant role in developing the business.

If the Offer is declared unconditional in all respects, Constellation UK confirms that it intends to honour the existing employment and pension rights of Bond's employees in accordance with applicable law. It also confirms that it has no intention of making any changes to Bond's ongoing pension contribution obligations for existing employees and members of Bond's pension schemes. In line with management arrangements at other Constellation UK investee companies, Constellation UK intends to implement an incentivisation plan that aligns incentives and rewards Bond's employees for value creation over the long term. Constellation UK confirms that no discussions have taken place with Bond management in this regard.

Constellation UK recognises that, in order to achieve some of the expected benefits of the Acquisition, it will be necessary to perform a detailed review of how best to integrate Bond into the CSI Group. No firm decisions have been made by Constellation UK in relation to that integration. Until such review occurs, Constellation UK cannot be certain what the impact will be on the employment of the management and employees of Bond, although this review may result in some reduction of headcount and rationalisation of locations. Subject to the above, Constellation UK has no firm intentions to change the location of Bond's places of business or to redeploy the fixed assets of Bond in any material way.

Constellation UK has not come to a conclusion in respect of the continued employment of the executive directors of Bond. If the Offer becomes, or is declared, unconditional in all respects, Constellation UK would expect to nominate new non-executive directors to the Board of Bond.

7. OTHER BOND FINANCIAL INSTRUMENTS OUTSTANDING

Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Non-Voting Convertible Shares outstanding in Bond. As such, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities. Accordingly the Bond Non-Voting Convertible Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.

Participants in the Bond Employee Share Schemes will, if required, be contacted regarding the effect of the Offer on their rights under the Bond Employee Share Schemes and an appropriate proposal will be made to such participants and holders in due course.

The Offer will extend to any Bond Shares which are unconditionally allotted or issued as a result of (i) the exercise of any options under the Bond Employee Share Option Schemes and/or (ii) the conversion of any Non-Voting Convertible Shares before the date on which the Offer closes (to be specified in the Offer Document).

8. INTERESTS IN BOND SHARES AND OTHER BOND SECURITIES

As at the close of business on 29 June 2016 (being the latest practicable date prior to the release of this Announcement) Constellation UK and parties acting in concert with Constellation UK had the following interests in Bond Shares:

Name	Nature of Interest	Number of Bond Shares	Percentage of issued Bond Shares
Trapeze ITS Luxembourg SARL*	Owner of Bond Shares	11,510,911	27.3%
Mark Leonard**	Owner of Bond Shares	965,000	2.3%

*wholly owned subsidiary of the CSI Group

**President and Chairman of CSI

Name	Nature of Interest	Number of Securities Held	Percentage of issued Securities
Trapeze ITS Luxembourg SARL*	Owner of Bond Non-Voting Convertible Shares	570,230	100.0%

*wholly owned subsidiary of the CSI Group

As Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Non-Voting Convertible Shares outstanding in Bond, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities. Accordingly the Bond Non-Voting Convertible Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.

Save for the Bond Shares and other securities referred to in this paragraph 8 neither Constellation UK, nor any of its directors, nor any member of the CSI Group, nor so far as they are aware, any person acting in concert with Constellation UK, owns or controls or has any interests in securities in any Bond Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase or any option to acquire or any obligation to take delivery of, any Bond Shares or has entered into any derivatives referenced to Bond Shares or which result in that person holding a long position in securities related to Bond Shares ("Relevant Bond Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Bond Securities (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase Relevant Bond Securities. An "arrangement" includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Bond Securities which may be an inducement to deal or refrain from dealing in such securities. Neither Constellation UK nor, so far as they are aware, any person acting in concert with Constellation UK has borrowed or lent any Relevant Bond Securities.

9. RIGHT TO REDUCE CONSIDERATION IN LINE WITH DIVIDENDS OR OTHER DISTRIBUTIONS

Constellation reserves the right to make an equivalent reduction in its offer price if Bond announces, declares or pays any dividend or any other distribution to shareholders on or after the date of this Announcement.

10. FINANCING THE OFFER

Full acceptance of the Offer, assuming the acceptance of the Offer by all Bond Shareholders before the Offer closes, will result in the payment of approximately £31.1 million in cash to Bond Shareholders (other than CSI and its concert party group).

The cash consideration payable under the terms of the Offer is to be financed out of the existing cash resources of CSI.

Herax, financial adviser to Constellation UK and CSI, has confirmed that it is satisfied that sufficient financial resources are available to Constellation UK to satisfy the cash consideration payable to Bond Shareholders as a result of full acceptance of the Offer.

11. COMPULSORY ACQUISITION AND DELISTING

If Constellation UK receives acceptances under the Offer in respect of, and/or otherwise acquires 90 per cent. or more in value of the Bond Shares to which the Offer relates (and not less than 90 per cent. of the voting rights carried by Bond Shares), and if all other conditions of the Offer have been satisfied or waived (to the extent that they are capable of being waived), Constellation UK intends to exercise its rights pursuant to the provisions of Part 28 of the CA 2006 to acquire compulsorily any remaining Bond Shares in respect of which acceptances have not then been received on the same terms as the Offer.

If the Offer becomes or is declared unconditional in all respects, and sufficient acceptances under the Offer are received and subject to any applicable requirements of the London Stock Exchange, Constellation UK intends to procure that Bond makes an application to cancel the trading of Bond Shares and the listing of Bond Shares on AIM. Notice of such cancellation will commence not less than 20 business days prior thereto either on Constellation UK attaining 75 per cent. or more of the voting rights as described above or on the first date of issue of the squeeze out notices under Chapter 3 of Part 28 of the CA 2006. Constellation UK will notify Bond Shareholders when the required threshold has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

De-listing is likely to reduce significantly the liquidity and marketability of any Bond Shares not assented to the Offer at that time and the value of any such Bond Shares may be affected as a consequence.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and after the de-listing referred to above becoming effective, Bond will be re-registered as a private company under the relevant provisions of the CA 2006.

12. GENERAL

The Offer Document and the Form of Acceptance will be sent to Bond Shareholders as soon as is reasonably practicable and, in any event, not later than 28 days after the date of this Announcement, other than to Overseas Bond Shareholders, in the circumstances permitted under the City Code or in accordance with any dispensation given by the Panel. The full terms of and conditions to the Offer will be set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Bond Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay. Further details in relation to Overseas Bond Shareholders will be contained in the Offer Document.

Unless otherwise determined by Constellation UK and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of a Restricted Jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, mailed or otherwise forwarded distributed or sent, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, Constellation UK will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.

The Offer will be subject to the conditions set out in Appendix I. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II. Certain terms used in this Announcement are defined in Appendix III.

Enquiries:

Constellation UK and CSI

Mark Leonard Tel: +1 416 861 2279

Herax (Financial Adviser to Constellation UK and CSI)

Angus MacPherson Tel: +44 (0)20 7399 1680

John Mellett

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 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.

Further Information on the Offer

Constellation UK and parties acting in concert with Constellation UK own 100 per cent. of the Non-Voting Convertible Shares outstanding in Bond. As such, the Panel has waived the requirement under Rule 14 to make a comparable offer for these securities. Accordingly the Bond Non-Voting Convertible Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the City Code and information disclosed may not be the same as that which would have been disclosed if this summary and the Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the City Code.

Forward Looking Statements

No profit forecasts

Dealing Disclosure Requirements

Purchases outside the Offer

Publication on website

Information relating to Bond Shareholders

APPENDIX I

Conditions and certain further terms of the Offer

Section A: Conditions of the Offer

The Offer will be subject to the following conditions:

Acceptance Conditions

a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 3.00p.m. on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Constellation UK may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. of the Bond Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those Bond Shares (or in each case such lesser percentage as Constellation UK may decide, provided that this condition shall not be satisfied unless Constellation UK and/or parties acting in concert with Constellation UK shall have acquired or agreed to acquire, pursuant to the Offer or otherwise, Bond Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of Bond including for this purpose (to the extent, if any, required by the Panel) any such voting rights attached to any Bond Shares unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise) and for the purposes of this condition:

(i) the expression "Bond Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the CA 2006;

(ii) Bond Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon being entered into the register of members of Bond; and

(iii) valid acceptances shall be deemed to have been received in respect of Bond Shares which are treated for the purposes of section 979(8) CA 2006 as having been acquired or contracted to be acquired by Constellation UK by virtue of acceptances of the Offer.

Third party clearances and Authorisations

b) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other such body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having decided or given notice of a decision to take, institute or threaten any material action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition by Constellation UK of all or any Bond Shares, or the acquisition or proposed acquisition of control of Bond, by any member of the CSI Group, void, illegal or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same, or impose additional adverse conditions or obligations with respect thereto, or otherwise challenge or require amendment to the terms of the Offer or any such acquisition to an extent in any such case which is material to Constellation UK in the context of the Offer;

(ii) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the CSI Group or by any member of the Bond Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material to Constellation UK in the context of the Offer;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the CSI Group, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the Bond Group or to exercise management control over any such member to an extent which is material in the context of CSI Group taken as a whole or, as the case may be, the Bond Group taken as a whole;

(iv) otherwise adversely affect in any material respect any or all of the businesses, assets, liabilities, profits or prospects of any member of the CSI Group or any member of the Bond Group;

(v) save pursuant to the Offer or sections 974 to 991 of the CA 2006 require any member of the CSI Group or the Bond Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any member of the Bond Group or the CSI Group to an extent which is material in the context of the CSI Group taken as a whole or, as the case may be, the Bond Group taken as a whole;

(vi) result in a material delay in the ability of Constellation UK, or render it unable, to acquire some or all of the Bond Shares to which the Offer relates;

(vii) require a divestiture by Constellation UK or any member of the CSI Group of any shares or other securities (or the equivalent) in Bond to an extent in any such case which is material to Constellation UK in the context of the Offer; or

(viii) result in any member of the Bond Group or the CSI Group ceasing to be able to carry on business under any name which it presently does so to an extent which is material in the context of the Bond Group taken as a whole or, as the case may be, the CSI Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

c) all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals ("Authorisations") necessary or reasonably considered appropriate by Constellation UK for or in respect of the Offer or the proposed acquisition of all or any Bond Shares or other securities in, or control of, Bond by Constellation UK or any member of the CSI Group having been obtained on terms and in a form reasonably satisfactory to Constellation UK from all appropriate Third Parties, or from any persons or bodies with whom any member of the CSI Group or the Bond Group has entered into material contractual arrangements or material business relationships, and such Authorisations, remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no indication of any firm intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or renew any of the same;

d) all necessary material filings or applications having been made in connection with the Offer, and all applicable waiting periods and other time periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the CSI Group of any shares or other securities in, or control or management of, Bond or any member of the Bond Group;

No material transactions, claims or changes in the conduct of the business of Bond

e) no member of the Bond 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,

f) save as disclosed in writing to Constellation UK or its professional advisers or as publicly announced to a Regulatory Information Service on or prior to 29 June 2016, there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Bond Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition by Constellation UK or any member of the CSI Group of any shares or other securities in Bond or because of a change in the control or management of Bond or any member of the Bond Group, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Bond Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Bond Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Bond Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Bond Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than, in any such case, in the ordinary course of business or as agreed by Constellation UK;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Bond Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Bond Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or adversely affected;

(vi) the value of any member of the Bond Group or its financial or trading position or profits or prospects being prejudiced or adversely affected; or

(vii) the creation or assumption of any liability, actual or contingent, by any member of the Bond Group,

and no event having occurred which, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Bond Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events referred to in subparagraphs (i) to (vii) of this paragraph (e), in each case, to an extent which is material in the context of the Bond Group taken as a whole;

g) save as Disclosed, no member of the Bond Group having, since 31 December 2015:

(i) (save as between Bond and wholly-owned subsidiaries of Bond, or for Bond Shares issued pursuant to the exercise of options granted under the Bond Employee Share Schemes on or prior to 29 June 2016 or conversion on the Non-Voting Convertible Shares) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into or exchangeable for shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii) (save for Bond Shares held in treasury and sold or transferred pursuant to the exercise of options granted under the Bond Employee Share Schemes on or prior to 29 June 2016) sold or transferred or agreed to sell or transfer any Bond Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Bond to Bond or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Offer or as agreed by Constellation UK (and save for transactions between Bond and its wholly owned subsidiaries or in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, partnership, joint venture, asset or profits sharing arrangement, partnership demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case (in each case to an extent which is material in the context of the Bond Group or in the context of the offer);

(v) (save for transactions between Bond and its wholly-owned subsidiaries or in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(vi) (save as between Bond and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) (save as between Bond and its wholly-owned subsidiaries) issued, authorised, or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debenture or become subject to any contingent liability or incurred or increased any indebtedness other than in the ordinary course of business (in each case to an extent which is material in the context of the Bond Group taken as a whole or in the context of the Offer);

(viii) (save as between Bond and its wholly-owned subsidiaries) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is not in the ordinary course of business or is of a long term, onerous or unusual nature or magnitude or which involves or which might be reasonably expected to involve an obligation of such a nature or magnitude or which is restrictive on the business of any member of the Bond Group;

(x) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the Bond Group save for salary increases, bonuses or variations of terms in the ordinary course of business;

(xi) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the Bond Group;

(xii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees, including the appointment of a trust corporation;

(xiii) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business;

(xiv) (other than in respect of a member of the Bond Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a liquidator, provisional liquidator, receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xv) waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Bond Group (in each case otherwise than in the ordinary course of business and to an extent which is material in the context of the Bond Group taken as a whole or in the context of the Offer);

(xvi) made any material alteration to its memorandum or articles of association or other constitutional documents;

(xvii) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

h) save as Disclosed, since 31 December 2015:

(i) no adverse change having occurred, and no circumstances having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects of any member of the Bond Group (in each case to an extent which is material in the context of the Bond Group taken as a whole or in the context of the Offer);

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Bond Group or to which any member of the Bond Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Bond Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Bond Group (in each case, to an extent which is material in the context of Bond Group taken as a whole or in the context of the Offer);

(iii) no contingent or other liability having arisen or become apparent to any member of the CSI Group which would or might reasonably be expected to adversely affect any member of the Bond Group and which is material in the context of the Bond Group taken as a whole or in the context of the Offer; or

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Bond Group, which is necessary or reasonably appropriate for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is likely to adversely affect and which is material in the context of the Bond Group taken as a whole or in the context of the Offer;

i) save as Disclosed, Constellation UK not having discovered:

(i) that any financial, business or other information concerning the Bond Group publicly announced or disclosed at any time by or on behalf of any member of the Bond Group to the CSI Group, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure by, or on behalf of, the Bond Group through the publication of an announcement via a Regulatory Information Service (in each case to an extent which is material in the context of the Bond Group taken as a whole or in the context of the Offer);

(ii) that any member of the Bond Group or any partnership, company or other entity in which any member of the Bond Group has a significant economic interest and which is not a subsidiary undertaking of Bond, is subject to any liability, contingent or otherwise (in each case to the extent material in the context of the Bond Group taken as a whole or in the context of the Offer);

(iii) that there is or is likely to be any liability (whether actual or contingent) on the part of any member of the Bond Group to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Bond Group, under any environmental legislation, regulation, notice, circular or order of any Third Party (in each case to an extent which is material in the context of the Bond Group taken as a whole or in the context of the Offer).

Anti-corruption and sanctions

j) save as Disclosed, Constellation UK not having discovered:

(i) any past or present member of the Bond Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti-corruption legislation; and

(ii) any past or present member of the Bond Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; and

k) except as Disclosed, Constellation UK not having discovered that any asset of any member of the Bond Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Section B: Further terms of the Offer

a) The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 3.00pm (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later).

b) If the Offer lapses, it will cease to be capable of further acceptance. Bond Shareholders who have already accepted the Offer shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

c) The Offer will be governed by English law and be subject to the exclusive jurisdiction of the English courts, to the conditions set out above and the further terms set out herein and in the Offer Document and Form of Acceptance. The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange and the AIM Rules.

d) The conditions are inserted for the benefit of Constellation UK and no Bond Shareholder shall be entitled to waive any of the conditions without the prior written consent of Constellation UK.

e) Bond Shares will be acquired by Constellation UK pursuant to the Offer fully paid with and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this Announcement.

f) In deciding whether or not to accept the Offer in respect of their Bond Shares, Bond Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Bond Shares in certificated form) the Form of Acceptance which will be posted to Bond Shareholders in due course (other than to any Bond Shareholders with addresses in any Restricted Jurisdiction).

g) Save to the extent provided in this Announcement, Constellation UK will have the right to reduce the consideration payable to Bond Shareholders under the terms of the Offer by the amount of any dividend (or other distribution) payable by Bond to Bond Shareholders.

h) Subject to the requirements of the Panel, Constellation UK reserves the right to waive, in whole or in part, all or any of conditions (b) to (k) inclusive. Each of conditions (b) to (k) shall be regarded as a separate condition and shall not be limited by reference to any other condition.

i) The Offer will lapse unless the conditions set out above (other than the conditions set out in paragraph (a) above) are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Constellation UK to be or to remain satisfied no later than midnight on the twenty first day after the later of the First Closing Date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances, or such later date as the Panel may agree.

j) Constellation UK shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of conditions (b) to (k) inclusive by a date earlier than the latest date specified above for the fulfilment thereof, notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are, at such earlier date, no circumstances indicating that any of such conditions may be incapable of fulfilment.

k) If Constellation UK is required by the Panel to make an offer for Bond Shares under the provisions of Rule 9 of the Code, Constellation UK may make such alterations to the above conditions of the Offer, including condition (a), as are necessary to comply with the provisions of that Rule.

l) Constellation UK reserves the right, with the consent of the Bond Directors, to elect to implement the Acquisition by way of a scheme of arrangement pursuant to Part 26 of the CA 2006. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which apply to the Offer. In particular, condition (a) would not apply and the scheme of arrangement would become effective and binding following:

(i) approval of the scheme of arrangement at a meeting convened by the Court by a majority in number, representing 75 per cent. or more in value, present and voting, either in person or by proxy, of Bond Shareholders (or the relevant class or classes thereof);

(ii) the resolution(s) required to approve and implement the scheme of arrangement being passed by the requisite majority of Bond Shareholders at an extraordinary general meeting of Bond validly convened for such purpose; and

(iii) sanction of the scheme of arrangement and confirmation of any reduction of Bond's share capital involved therein by the Court (in both cases, with or without modifications, on terms reasonably acceptable to Constellation UK) and office copies of the orders of the Court sanctioning the scheme of arrangement and confirming the reduction of share capital being delivered for registration to the Registrar of Companies in England and Wales and being registered by him.

m) Under Rule 13.5, except with the Panel's consent, Constellation UK may not invoke any of the above conditions so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant condition are of material significance to Constellation UK in the context of the Offer. Condition (a) of Section A and condition (a) of this Section B are not subject to this provision of the Code.

n) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the jurisdictions in which such persons are resident. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

o) The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

APPENDIX II

Bases and Sources

In this Announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are used as described below:

a) Unless otherwise stated, the financial information relating to Bond has been extracted or derived, without material adjustment, from Bond's audited accounts and the audited consolidated financial statements for Bond for the year ended 31 December 2015.

b) References to the existing issued share capital of Bond are references to Bond Shares in issue on 29 June 2016 (being the last practicable Business Day prior to the release of this Announcement), being 42,126,794 Bond Shares.

c) Total shareholder return information is derived from Capital IQ data. Data used to construct the FTSE All-Share, FTSE AIM All-Share Technology and AIM:BDI total return indices are drawn from closing prices adjusted for stock splits, cash dividends, rights offerings and spin-offs. The data series therefore includes the effect of interest, capital gains, dividends and distributions over the given period.

d) Basic EPS is a Capital IQ data item, defined as net income to shareholders including extraordinary items / basic weighted average shares outstanding. The item is adjusted for historical stock splits and is based on the primary class of equity capital.

e) The value attributed to the existing issued and to be issued share capital of Bond is based upon the 42,126,794 Bond Shares being in issue on 29 June 2016 (being the latest practicable date prior to the date of this Announcement). Bond has a number of outstanding options and awards granted under the Bond Employee Share Schemes, however no options that remain exercisable have an exercise price per Bond Share lower than the Offer Price and therefore no options are expected to be exercised.

f) The International Securities Identification Number for Bond Shares is GB0002369352.

g) Bond Share prices represent the Closing Price on the relevant date.

APPENDIX III

Definitions

The following definitions apply throughout this Announcement, unless the context otherwise requires:

"Acquisition"	the proposed acquisition of the whole of the issued and to be issued share capital of Bond by Constellation UK by means of the Offer;
"Act" or "Companies Act"	the Companies Act 2006 (as amended);
"AIM"	the AIM market of the London Stock Exchange;
"AIM Rules"	The AIM Rules for Companies published by the London Stock Exchange;
"Announcement"	this announcement made by Constellation UK under Rule 2.7 of the City Code regarding the proposed acquisition of Bond by means of the Offer;
"Australia"	the Commonwealth of Australia, its possessions and territories and all areas subject to its jurisdiction or any political subdivisions thereof;
"Authorisations"	shall have the meaning given in Appendix I to this Announcement;
"Board"	the board of directors of Constellation UK;
"Bond"	Bond International Software plc, a public limited company incorporated in England and Wales with registered number 02142222 and having its registered office at Courtlands, Parklands Avenue, Goring, West Sussex, BN12 4NG, United Kingdom;
"Bond Director"	a director of Bond;
"Bond Employee Share Schemes"	The Enterprise Management Incentive Scheme 2002, the 1997 Approved Scheme, the Unapproved Share Option Scheme 1997, the 2012 Share Option Plan as identified in Bond's annual report and accounts for the year ended 31 December 2015, and any options granted by the Bond Employee Benefit Trust;
"Bond Group"	Bond, its subsidiaries and subsidiary undertakings, and "member of the Bond Group" shall be construed accordingly;
"Bond Non-Voting Convertible Shares"	non-voting convertible shares of one penny each in the capital of Bond;
"Bond Shares"	ordinary shares of one penny each in the capital of Bond;
"Bond Shareholders"	holders of Bond Shares;
"Business Day"	a day on which AIM is open for normal business;
"CA 2006"	the Companies Act 2006;
"Canada"	Canada, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof;
"certificated" or "in certificated form"	a share or other security which is not in uncertificated form (that is, not held in CREST);
"Closing Price"	the closing middle market quotation of a Bond Share for the day to which such price relates, as derived from the AIM Appendix to the London Stock Exchange Daily Official List;
"Code" or "City Code"	the City Code on Takeovers and Mergers;
"Completion"	completion of the Acquisition;
"Constellation UK" or "Company"	Constellation Software UK Holdco Ltd, a private company limited by shares incorporated in England and Wales with registered number 09206065 and having its registered office at The Mill, Staverton, Trowbridge, Wiltshire, BA14 6PH;
"Constellation UK Director"	a director of Constellation UK;
"Court"	the High Court of Justice in England and Wales;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"CREST"	the relevant system (as defined in the CREST Regulations) of which Euroclear UK & Ireland Limited (formerly known as CrestCo Limited) is the Operator (as defined in the CREST Regulations);
"CSI"	Constellation Software Inc., a public corporation incorporated under the Ontario Business Corporations Act with registered number 1517581 and having its registered office at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, Canada M5C 2T6;
"CSI Group"	CSI, its subsidiaries and subsidiary undertakings, and "member of the CSI Group" shall be construed accordingly;
"Disclosed"	the information which has been fairly disclosed (i) by Bond in its published annual report and accounts for year ended 31 December 2015; (ii) in any public announcement made via a regulatory information service before the date of this Announcement; or (iii) electronically or in writing to the CSI Group or its professional advisors before the date of this Announcement;
"Enlarged Group"	the CSI Group as enlarged by the Acquisition;
"First Closing Date"	the date which falls 21 days after the posting of the Offer Document;
"Form of Acceptance"	the form of acceptance and authority relating to the Offer which accompanies the Offer Document;
"FCA"	Financial Conduct Authority;
"FSMA"	the Financial Services and Markets Act 2000 (as amended);
"Herax"	Herax Partners LLP, being the financial adviser to Constellation UK and CSI;
"HR and Payroll Software and Services Division"	means the separate HR and payroll software and services disposal group identified by the Bond Directors in Bond's annual report and accounts for the year ended 31 December 2015;
"Japan"	Japan, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof;
"London Stock Exchange"	London Stock Exchange plc, together with any successors thereto;
"Offer"	the cash offer to be made by Constellation UK to acquire the entire issued and to be issued share capital of Bond (otherwise held by the CSI Group), on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance and (where the context permits) any subsequent revision, variation, extension or renewal thereof;
"Offer Document"	the document containing the terms and conditions of the Offer to be dispatched to Bond Shareholders;
"Offer Period"	the period which commenced on 3 June 2016 (being the date of the Possible Offer Announcement) and ending on the date which is the latest of (i) the First Closing Date, (ii) the date on which the Offer becomes or is declared unconditional as to acceptances and (iii) the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide);
"Offer Price"	105 pence per Bond Share;
"Overseas Bond Shareholders"	person resident in, or citizens of, jurisdictions outside the UK;
"Panel Executive"	the body responsible for the day-to-day regulation of takeovers under the Code;
"Phase 2 CMA reference"	a referral of the Offer to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;
"Phase 2 European Commission proceedings"	proceedings initiated by the European Commission under Article 6(1)(c) of Council Regulation 139/2004/EC in respect of the Offer;
"Possible Offer Announcement"	the announcement of a possible offer made by CSI pursuant to Rule 2.4 of the City Code, published on 3 June 2016;
"Recruitment Software Division"	means the separate recruitment software disposal group identified by the Bond Directors in Bond's annual report and accounts for the year ended 31 December 2015;
"Restricted Jurisdiction"	the United States, Canada, Australia and Japan and any other jurisdiction in which the release, publication or distribution of this, or the availability to persons who are residents, citizens, or nationals of, would breach or violate the laws and/or regulations of that jurisdiction
"subsidiary", "subsidiary undertaking", associated undertaking" and "undertaking"	have the meanings given to them by the Companies Act and "substantial interest" means a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking;
"Third Party"	shall have the meaning given in Appendix I to this Announcement;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or "in uncertificated form"	means recorded on the register of members of Bond as being held in uncertificated form;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to its jurisdiction;

All references to legislation in this Announcement are to legislation of England and Wales, unless the contrary is indicated. Any reference made to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof.

The singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

References to "£", "Sterling", "p", "penny" and "pence" are to the lawful currency of the United Kingdom. References to "US$", "US dollars", "c", and "cent" are to the lawful currency of the United States of America.

References to time are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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