CONSTELLATION SOFTWARE UK HOLDCO LTD
UK Gazette Notices
19 October 2016
KINLOSS COUNTRY CHICKENS LIMITED
Company Number: SC270106
COURT REF: B132/16
A petition has been presented to Elgin Sheriff Court by Bank of
Scotland Plc, seeking an order under section 1029 of the Companies
Act 2006 for the name of Kinloss Country Chickens Limited, a
company incorporated under the Companies Act with Registered
Number SC270106, and having its Registered Office at Park House
Centre, South Street, Elgin, Moray IV30 1JB, to be restored to the
Register of Companies. By interlocutor dated 12 October 2016, the
Sheriff appointed notice of the import of the petition and of the
Court’s deliverance to be advertised and appointed any persons
interested, if they intend to show cause why the petition should not be
granted, to lodge Answers in the hands of the Sheriff Clerk, Elgin
Sheriff Court, High Street, Elgin, IV30 1BU (from whom a service copy
of the petition may be obtained), within a period of eight days after
advertisement; under certification that if any persons interested fail to
lodge Answers, the petition may be granted.
All of which intimation is hereby given.
BTO Solicitors LLP
48 St Vincent Street, Glasgow G2 5HS
Agent for the Petitioner
FINAL INCREASED CASH OFFER BY CONSTELLATION
SOFTWARE UK HOLDCO LTD FOR THE ISSUED AND TO BE
ISSUED SHARE CAPITAL OF BOND INTERNATIONAL SOFTWARE
PLC
Notice is hereby given by Constellation Software UK Holdco Ltd
(Constellation UK)*, pursuant to section 978(1)(c)(ii) of the Companies
Act 2006,
(a) further to the announcement made by Constellation UK that, by
means of a formal offer document dated and published 18 August
2016 (the “Original Offer Document”) and by means of a notice
published in the London Gazette on 31 August 2016, it had made an
offer (the “Original Offer”) to acquire the entire issued and to be
issued share capital of Bond International Software plc (Bond),
Constellation UK made a further announcement that by means of a
revised offer document dated and published on 3 October 2016 (the
“Revised Offer Document”) and by means of a notice published in
the London Gazette on 7 October 2016, it increased its cash offer to
acquire the entire issued and to be issued share capital of Bond,
Constellation UK now announces that, by means of a final increased
cash offer document dated and published on 12 October 2016 (the
“Final Increased Offer Document”) and by means of this notice, it
has again increased its cash offer to acquire the entire issued and to
be issued share capital of Bond (the “Final Increased Offer”); and
(b) copies of the following documents may be inspected or a copy
obtained on Herax Partners LLP’s website at http://
www.heraxpartners.com whilst the Final Increased Offer remains
open for acceptance:
i. the Final Increased Offer Document;
ii. the form of acceptance for use by holders of certificated ordinary
shares relating to the Final Increased Offer; and
iii. certain other documents stated in the Final Increased Offer
Document to be available for inspection.
Terms defined in the Final Increased Offer Document have the same
meaning in this advertisement.
The Final Increased Offer
Bond Shareholders who accept the Final Increased Offer will receive
121 pence in cash for each Bond Share. On the bases set out in the
Final Increased Offer Document, the Final Increased Offer values the
entire issued share capital of Bond at approximately £51 million.
Bond Shares will be acquired under the Final Increased Offer fully
paid with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, pre-emption rights and any other
third party interests and rights of whatsoever nature and together with
all rights attaching to them as at 17 August 2016 or subsequently
attaching or accruing to them, including, without limitation, voting
rights and the right to receive and retain, in full, all dividends and
other distributions (if any) declared, made or paid, or any other return
of capital (whether by way of reduction of share capital or share
premium account or otherwise) made on or after 17 August 2016.
The full terms and conditions of the Final Increased Offer (including
details of how the Final Increased Offer may be accepted) are set out
in the Final Increased Offer Document and, in relation to Bond Shares
held in certificated form, the related Form of Acceptance. Bond
Shareholders who accept the Final Increased Offer may rely only on
the Final Increased Offer Document, the Revised Offer Document and
the Original Offer Document and, where they hold Bond Shares in
certificated form, the related Form of Acceptance for all the terms and
conditions of the Final Increased Offer.
The Final Increased Offer is, by means of this advertisement, being
extended to all persons to whom the Final Increased Offer Document
may not be despatched, who hold, or who are entitled to have allotted
or issued to them, Bond Shares.
The Final Increased Offer, which has been made by means of the
Final Increased Offer Document, (and, to the extent referred to in the
Final Increased Offer Document, the Revised Offer Document and the
Original Offer Document) and this advertisement, is open for
acceptance until 1.00 pm (London Time) on 26 October 2016. Any
extensions of the Final Increased Offer will be publicly announced by
8.00 a.m. London time on the business day following the day on
which the Final Increased Offer was due to expire.
Bond Shareholders who have previously validly accepted the Original
Offer or the Revised Offer will automatically be deemed to have
accepted the Final Increased Offer by virtue of their prior acceptances
and, therefore, need to take no further action. All Bond Shareholders
that accepted the Original Offer or the Revised Offer before the date
of Final Increased Offer Document will receive the Final Increased
Offer Price in respect of their Bond Shares.
The Final Increased Offer is not being made, directly or indirectly, in,
into or by use of the mails or by any means or instrumentality
(including, without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, nor is it being made in, into or from any
Restricted Jurisdiction, if to do so would constitute a violation of the
relevant laws of such jurisdiction and the Final Increased Offer will not
be capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from or within any such jurisdiction.
Accordingly, the Final Increased Offer Document, the Form of
Acceptance and this advertisement are not being and must not be,
directly or indirectly mailed, transmitted or otherwise forwarded,
distributed or sent in whole or part, in, into or from a Restricted
Jurisdiction and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward, distribute or
Corporate insolvency
NOTICES OF DIVIDENDS
send them in, into or from any such Restricted Jurisdiction. Any
person (including, without limitation, custodians, nominees and
trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Final Increased Offer
Document, Form of Acceptance or this advertisement to any
jurisdictions outside the United Kingdom should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdiction.
Herax Partners LLP (“Herax”), which, in the United Kingdom, is
authorised and regulated by the Financial Conduct Authority, is acting
as financial adviser exclusively for Constellation UK and Constellation
Software Inc. and for no one else in connection with the Final
Increased Offer and will not be responsible to anyone other than
Constellation UK for providing the protections afforded to clients of
Herax, or for providing advice to any other person in relation to the
Final Increased Offer or any other matter or arrangement referred to in
this advertisement.
The directors of Constellation UK accept responsibility for the
information contained in this advertisement. To the best of the
knowledge and belief of the directors of Constellation UK (who have
taken all reasonable care to ensure that such is the case), the
information contained in this advertisement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
By Order of the Board of Constellation Software UK Holdco Ltd
13 October 2016
* Constellation Software UK Holdco Ltd is incorporated in England
and Wales with registered number 09206065 and has its registered
office at The Mill, Staverton, Trowbridge, Wiltshire, BA14 6PH
10 October 2016
TAKEOVERS, TRANSFERS & MERGERS
Corporate insolvency
NOTICES OF DIVIDENDS
RECOMMENDED REVISED CASH OFFER BY CONSTELLATION
SOFTWARE UK HOLDCO LTD FOR THE ISSUED AND TO BE
ISSUED SHARE CAPITAL OF BOND INTERNATIONAL SOFTWARE
PLC
Notice is hereby given by Constellation Software UK Holdco Limited
(Constellation UK)*, pursuant to section 978(1)(c)(ii) of the Companies
Act 2006,
(a) further to the announcement made by Constellation UK that, by
means of a formal offer document dated and published 18 August
2016 (the “Original Offer Document”) and by means of a notice
published in the London Gazette on 31 August 2016, it had made an
offer (the “Original Offer”) to acquire the entire issued and to be
issued share capital of Bond International Software plc (Bond),
Constellation UK now announce that, by means of a revised offer
document dated an published on 3 October 2016 (the “Revised Offer
Document”) and by means of this notice, it has increased its cash
offer to acquire the entire issued and to be issued share capital of
Bond (the “Revised Offer”); and
(b) copies of the following documents may be inspected or a copy
obtained on Herax Partners LLP’s website at http://
www.heraxpartners.com whilst the Revised Offer remains open for
acceptance:
i. the Revised Offer Document;
ii. the form of acceptance for use by holders of certificated ordinary
shares relating to the Revised Offer; and
iii. certain other documents stated in the Revised Offer Document to
be available for inspection.
Terms defined in the Revised Offer Document have the same meaning
in this advertisement.
The Revised Offer
Bond Shareholders who accept the Revised Offer will receive 115.5
pence in cash for each Bond Share. On the bases set out in the
Revised Offer Document, the Revised Offer values the entire issued
share capital of Bond at approximately £48.7 million.
Bond Shares will be acquired under the Revised Offer fully paid with
full title guarantee and free from all liens, charges, encumbrances,
equitable interests, pre-emption rights and any other third party
interests and rights of whatsoever nature and together with all rights
attaching to them as at 17 August 2016 or subsequently attaching or
accruing to them, including, without limitation, voting rights and the
right to receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid, or any other return of capital (whether
by way of reduction of share capital or share premium account or
otherwise) made on or after 17 August 2016.
The full terms and conditions of the Revised Offer (including details of
how the Revised Offer may be accepted) are set out in the Revised
Offer Document and, in relation to Bond Shares held in certificated
form and Bond Shares, the related Form of Acceptance. Bond
Shareholders who accept the Revised Offer may rely only on the
Revised Offer Document, the Original Offer Document and, where
they hold Bond Shares in certificated form, the Form of Acceptance
for all the terms and conditions of the Revised Offer.
The Revised Offer is, by means of this advertisement, being extended
to all persons to whom the Revised Offer Document may not be
despatched, who hold, or who are entitled to have allotted or issued
to them, Bond Shares.
The Revised Offer, which has been made by means of the Revised
Offer Document, (and, to the extent referred to in the Revised Offer
Document, the Original Offer Document) and this advertisement, is
open for acceptance until 1.00 pm (London Time) on 18 October
2016. Any extensions of the Revised Offer will be publicly announced
by 8.00 a.m. London time on the business day following the day on
which the Revised Offer was due to expire.
Bond Shareholders who have previously validly accepted the Original
Offer will automatically be deemed to have accepted the Revised
Offer by virtue of their prior acceptances and, therefore, need to take
no further action. All Bond Shareholders that accepted the Original
Offer before the date of Revised Offer Document will receive the
Revised Offer Price in respect of their Bond Shares.
The Revised Offer is not being made, directly or indirectly, in, into or
by use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facility of a national securities exchange
of, nor is it being made in, into or from any Restricted Jurisdiction, if
to do so would constitute a violation of the relevant laws of such
jurisdiction and the Revised Offer will not be capable of acceptance
by any such use, means, instrumentality or facilities or otherwise from
or within any such jurisdiction.
Accordingly, the Revised Offer Document, the Form of Acceptance
and this advertisement are not being and must not be, directly or
indirectly mailed, transmitted or otherwise forwarded, distributed or
sent in whole or part, in, into or from a Restricted Jurisdiction and
persons receiving such documents (including, without limitation,
custodians, nominees and trustees) must not directly or indirectly
mail, transmit or otherwise forward, distribute or send them in, into or
from any such Restricted Jurisdiction. Any person (including, without
limitation, custodians, nominees and trustees) who would, or
otherwise intends to, or who may have a contractual or legal
obligation to, forward the Revised Offer Document, Form of
Acceptance or this advertisement to any jurisdictions outside the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
Herax Partners LLP (“Herax”), which, in the United Kingdom, is
authorised and regulated by the Financial Conduct Authority, is acting
exclusively for Constellation UK and Constellation Software Inc. and
for no one else in connection with the Revised Offer and will not be
responsible to anyone other than Constellation UK for providing the
protections afforded to clients of Herax, or for providing advice to any
other person in relation to the Revised Offer or any other matter or
arrangement referred to in this advertisement.
The directors of Constellation UK accept responsibility for the
information contained in this advertisement. To the best of the
knowledge and belief of the directors of Constellation UK (who have
taken all reasonable care to ensure that such is the case), the
information contained in this advertisement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
By Order of the Board of Constellation Software UK Holdco Ltd
4 October 2016
* Constellation Software UK Holdco Limited is incorporated in
England and Wales with registered number 09206065 and has its
registered office at The Mill, Staverton, Trowbridge, Wiltshire, BA14
6PH
1 September 2016
SOFTWARE UK HOLDCO LIMITED
FOR THE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
BOND INTERNATIONAL SOFTWARE PLC
Notice is hereby given by Constellation Software UK Holdco Limited
(Constellation UK)*, pursuant to section 978(1) of the Companies Act
2006, to persons on the register of shareholders of Bond International
Software plc (Bond) at the close of business on 17 August 2016 as
holders of ordinary shares of 1p each (Ordinary Shares) in Bond who
have no registered address in the United Kingdom (Relevant
Shareholders) that the following documents, being copies of the
documents issued or to be issued to the holders of Ordinary Shares in
connection with and constituting the offer for the issued and to be
issued share capital of Bond not already owned by Constellation UK
and parties acting in concert with Constellation UK (Offer) may be
inspected or a copy obtained by or on behalf of Relevant
Shareholders on Herax Partners LLP’s website at http://
www.heraxparnters.com whilst the Offer remains open for
acceptance:
(a) the circular comprising an offer document dated 18 August 2016
published in connection with the Offer and addressed to holders of
the Ordinary Shares (Offer Document);
(b) the form of acceptance for use by holders of certificated Ordinary
Shares relating to the Offer; and
(c) certain other documents stated in the Offer Document to be
available for inspection.
The Offer is conditional upon the matters set out in the Offer
Document (so far as not already satisfied or waived).
Relevant Shareholders’ attention is drawn to paragraph 5 of Part B of
Appendix I of the Offer Document relating to overseas shareholders
and their ability to accept the Offer.
By Order of the Board of Constellation Software UK Holdco Limited
30 August 2016
* Constellation Software UK Holdco Limited is incorporated in
England and Wales with registered number 09206065 and has its
registered office at The Mill, Staverton, Trowbridge, Wiltshire, BA14
6PH
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