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Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.


Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.


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Friday 31 October, 2008

Constellation Inc.

Offer Document Posted

RNS Number : 1866H
Constellation Software Inc.
31 October 2008


31 October 2008

For Immediate Release  

Cash Offer


Constellation Software Inc.

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

Gladstone plc 

Posting of Offer Document


  • The Board of Constellation is pleased to announce that the Offer Document containing Constellation's offer for Gladstone was today posted to Gladstone shareholders.

  • The Offer is made on the basis of 25 pence per Gladstone share.

  • The Offer values the existing issued ordinary share capital and in the money share options of Gladstone at approximately £13.54 million in aggregate.

  • Constellation owns 13,860,000 Gladstone shares representing approximately 28.84 per cent of the existing issued ordinary share capital of Gladstone

  • Constellation is offering a generous price:

    • The Offer represents a premium of approximately 33.3 per cent. to the Closing Price of 18.75 pence per Gladstone share on 10 October 2008, the day before the Offer Period commenced

    • In the past year the FTSE AIM - All Share index has fallen by 61 per cent and since the announcement of the Offer this index has fallen by 12 per cent

    • The Offer represents a premium of 103 per cent to Gladstone's net tangible assets reported in its interim results 

  • Constellation's Offer provides benefits to shareholders and the company:

    • Provides a cash alternative for shareholders compared to an uncertain future under the current Gladstone Board

    • Provides the Gladstone business and employees with an attractive future as part of the Constellation group, which is focused on developing vertical market software businesses

    • Constellation believes that Gladstone's existing management are not developing the business to its full potential

  • The first closing date of the Offer is 21 November 2008. Gladstone shareholders who want to accept the Offer should complete the Form of Acceptance and send this together with their share certificates to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received as soon as possible and, in any event, by no later than 1.00pm on 21 November 2008. The procedure for acceptance is set out in paragraph 13 of the letter from Constellation contained in the Offer Document. 

  • Constellation will make appropriate proposals to the holders of Gladstone options under the Gladstone share option schemes as soon as reasonably practicable following the date of this announcement.

  • Copies of the Offer Document and the Form of Acceptance will be available for inspection, free of charge, during normal business hours on any business day at the offices of Fox Williams LLP at Ten Dominion Street London EC2M 2EE while the Offer remains open for acceptance.

  • Herax Partners is acting as financial adviser to Constellation.

  • Terms defined in the Offer Document dated 31 October 2008 have the same meaning in this announcement, unless the context requires otherwise.

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

'We believe the offer represents an attractive premium over recent trading levels. Gladstone's strong presence in the UK leisure centre market provides Constellation an opportunity to enter a new vertical in a leadership position. In addition, we believe we may be able to assist Gladstone's entry into the education market through the knowledge we have gained in the U.S. education market.' 


Constellation Software Inc.

John Billowits (Chief Financial Officer)            Tel: +1 416 861 0630

Herax Partners (Financial Adviser to Constellation)

Angus MacPherson                                      Tel: +44 (0)20 7355 9980

Andres Reig-Schmidt

Bankside (Public Relations Adviser to Constellation)

Simon Bloomfield                                         Tel: +44 (0) 20 7367 8888

Andy Harris


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

The contents of this Announcement, which has been prepared by and is the sole responsibility of Constellation, have been approved by Herax Partners solely for the purposes of section 21 of the Financial Services and Markets Act 2000. Herax Partners, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Constellation and no one else in connection with the Offer and will not be responsible to anyone other than Constellation for providing the protections afforded to clients of Herax Partners nor for providing advice in relation to the Offer, the content of this Announcement or any other matter or arrangement referred to herein.

The full terms of and conditions to the Offer are set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Gladstone shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.


Unless otherwise determined by Constellation 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 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 Constellation Directors accept responsibility for the information contained in this Announcement, save that the only responsibility accepted by them in respect of information in this Announcement relating to Gladstone, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject to the above, to the best of the knowledge and belief of the Constellation Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Further Information on the Offer

No offer will be made for the Gladstone Deferred Shares as there is no requirement under the City Code for such an offer to be made. Accordingly the Gladstone Deferred 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 Gladstone shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Gladstone shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

This Announcement has been prepared for the purposes of complying with English law 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 Services Authority, the London Stock Exchange and the City Code.

Forward Looking Statements 

The Announcement, including information included or incorporated by reference in the Announcement, may contain 'forward-looking statements' concerning Gladstone and Constellation. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve 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 assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Gladstone, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Gladstone, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Gladstone by Constellation or by Gladstone, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, you should contact an independent financial adviser authorised under FSMA or consult the Panel's website or contact the Panel on telephone number +44 (0)20 7638 0129.


Bases and Sources

Unless otherwise stated in this Announcement: 

  • the financial information relating to Gladstone has been extracted or derived, without material adjustment, from Gladstone's audited accounts and the audited consolidated financial statements for Gladstone for the year ended 31 August 2007; 

  • the value attributed to the existing issued and to be issued share capital of Gladstone is based upon the 48,065,384 Gladstone shares being in issue on 30 October 2008 being the last practicable business day prior to the publication of this document (and as confirmed by Gladstone's correction statement in accordance with Rule 2.10 of the City Code dated 14 October 2008 (RNS Number: 7822F)) and on all outstanding options and awards granted under the Gladstone Employee Share Schemes which have an exercise price per Gladstone share lower than the Offer Price having been exercised; 

  • all prices quoted for Gladstone shares are Closing Prices, as derived from the AIM Appendix of the Daily Official List; 

  • values calculated by reference to the FTSE AIM - All Share index have been sourced from the London Stock Exchange as at 30 October 2007, 10 October 2008 and 30 October 2008; and  

  • net tangible assets as at 29 February 2008 of £5.9 million are derived from Gladstone's interim results which were reported on 24 April 2008. The premium over the net tangible assets value (as aforesaid) is calculated by reference to the premium of the offer value (being £12.0 million before taking into account share options exercisable) over net tangible assets and expressed as a percentage of the net tangible assets as follows: 

    [(Offer value) - (net tangible assets)]


    [(£12.0m) - (£5.9m)]



    (net tangible assets)




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

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