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AGM & statement regarding Constellation Offer

T.TRX

RNS Number : 9014C
Bond International Software PLC
01 July 2016
 

 

For Immediate Release

1 July 2016

 

 

Bond International Software plc

 

(the "Company" or "Bond")

 

AGM and Statement regarding Offer from Constellation Software Inc

 

 

Bond International Software plc held its annual general meeting on 30 June 2016 at which all resolutions set out in the notice of the meeting were duly passed.

 

The following are the proxy totals for the resolutions proposed at the meeting:

 

 

Resolution

For

Against

Discretion to Chairman

Abstentions

Total

1

To re-elect Bruce Morrison as a director

20,500,279

13,375,577

603

Nil

33,876,459

2

To re-elect Steve Russell as a director

20,500,279

13,375,577

603

Nil

33,876,459

  3

To reappoint RSM UK Audit LLP as the Company's auditors

33,875,856

Nil

603

Nil

33,876,459

4

To authorise the directors to determine the auditors' remuneration

33,875,856

Nil

603

Nil

33,876,459

 

 

The Board of directors of Bond notes the announcement made on 30 June 2016 by Constellation Software Inc., of its firm intention to make an all cash offer for the entire issued and to be issued share capital of Bond, other than the Bond shares in the beneficial control of Constellation Software Inc., at a price of 105 pence per ordinary share (the "Offer").

 

The board of directors of Bond will consider this and a further announcement will be made as soon as reasonably practicable.  In the meantime shareholders are advised to take no action.

 

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website www.bondinternationalsoftware.com by no later than 12 noon (London time) on 1 July 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Neither the content of the website referred to in this announcement nor the content of any websites accessible from hyperlinks on the Company's websites (or any other websites) is incorporated into, or forms part of, this announcement.

 

The release, publication or distribution of this announcement in certain jurisidictions may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

 

Dealing Disclosure Requirements of the Takeover Code (the "Code")

 

A summary is set out below of the dealing disclosure requirements under the Code, which require action by holders of 1 per cent or more of the Company's issued share capital.

 

Under Rule 8.3(a) of the 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 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 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Code.

 

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 of the Code).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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 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.

 

For further information please contact:

 

Bond International Software plc:            

Steve Russell: Group Chief Executive                    

Bruce Morrison: Group Finance Director              

 

Tel: 01903 707070

www.bondinternationalsoftware.com

Houlihan Lokey: (Rule 3 adviser)             

Thomas Bailey 

 

Tel: 001 404 495 7056

Buchanan:                                                                          

Richard Darby

 

Tel: 020 7466 5000

Cenkos Securities Limited: (NOMAD)

Stephen Keys   

Camilla Hume

 

Tel: 020 7397 8900

 

                                                                                               


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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