RNS Number : 9014C
Bond International Software PLC
01 July 2016
For Immediate Release
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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:
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Resolution
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For
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Against
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Discretion to Chairman
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Abstentions
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Total
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1
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To re-elect Bruce Morrison as a director
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20,500,279
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13,375,577
|
603
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Nil
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33,876,459
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2
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To re-elect Steve Russell as a director
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20,500,279
|
13,375,577
|
603
|
Nil
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33,876,459
|
3
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To reappoint RSM UK Audit LLP as the Company's auditors
|
33,875,856
|
Nil
|
603
|
Nil
|
33,876,459
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4
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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
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Tel: 01903 707070
www.bondinternationalsoftware.com
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Houlihan Lokey: (Rule 3
adviser)
Thomas Bailey
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Tel: 001 404 495 7056
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Buchanan:
Richard Darby
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Tel: 020 7466 5000
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Cenkos Securities Limited: (NOMAD)
Stephen Keys
Camilla Hume
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Tel: 020 7397 8900
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This information is provided by RNS
The company news service from the London Stock Exchange
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