REG - Aquis Exchange PLC - CONDITIONS SATISFIED & SCHEME TIMETABLE UPDATE

Aquis ExchangeAnnouncement

23/05/2025 18:15

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RNS Number : 0660K  Aquis Exchange PLC  23 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

23 May 2025

RECOMMENDED CASH OFFER

for

Aquis Exchange PLC ("Aquis")

by

SIX Exchange Group AG ("SIX")

to be effected by means of a scheme of arrangement under Part 26 of the UK
Companies Act 2006

SATISFACTION OF CONDITIONS AND SCHEME TIMETABLE UPDATE

On 11 November 2024, the boards of directors of Aquis and SIX announced that
they had reached agreement on the terms of a recommended cash offer to be made
by SIX for the entire issued and to be issued share capital of Aquis (the
"Acquisition"), to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").

On 27 November 2024, Aquis published a circular in relation to the Scheme (the
"Scheme Document"). Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings as set out in the Scheme Document.

On 20 December 2024, Aquis announced that at a Court Meeting and General
Meeting held on that date, all shareholder resolutions relating to the
Acquisition were approved by the requisite majorities.

Update on Conditions

The Acquisition is subject to the Conditions set out in Part III of the Scheme
Document, including the receipt of certain antitrust and regulatory approvals
as set out in paragraphs 3(A) to 3(I) (inclusive) of Part A of Part III of the
Scheme Document.

Aquis and SIX are pleased to confirm that all Conditions relating to the
receipt of antitrust and regulatory approvals have now been satisfied or
(where capable of waiver) waived.

The Scheme remains subject to certain other Conditions set out in Part III of
the Scheme Document including, amongst other things, sanction by the Court at
the Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.

Next steps and timetable

Aquis today confirms that the Sanction Hearing has been scheduled to be held
on 30 June 2025.

Subject to the Scheme receiving the sanction of the Court at the Sanction
Hearing, the delivery of a copy of the Court Order to the Registrar of
Companies and the satisfaction (or, where applicable, waiver) of the remaining
general Conditions set out in Part III of the Scheme Document, the Scheme is
expected to become Effective on 1 July 2025.

The last day of dealings in, and for registration of transfers of, Aquis
Shares is, therefore, expected to be 30 June 2025, with all dealings in Aquis
Shares being suspended from 7:30 a.m. on 1 July 2025. It is also expected that
the admission to trading of Aquis Shares on AIM and on the Aquis Stock
Exchange will be cancelled with effect from 7:00 a.m. on 2 July 2025.

An updated expected timetable of principal events for the implementation of
the Scheme is set out in the appendix below. If any of the dates and/or times
in the expected timetable change, the revised dates and/or times will be
notified by announcement through a Regulatory Information Service.

Full details of the Acquisition are set out in the Scheme Document.

Enquiries

 SIX

 Alain Bichsel                                                          +41 58 399 2675

 UBS (Financial Adviser to SIX)                                         +44 20756 78000

 Sam Small

 Marco Superina

 Ben Crystal

 Florence Ho

 Brunswick (PR Adviser to SIX)

 Max McGahan                                                            +44 78345 02369

 Simone Selzer                                                          +44 75151 87438

 Aquis                                                                  +44 (0) 20 3832 9933

 David Stevens

 Richard Fisher

 Adele Gilbert

 Evercore (Lead Financial Adviser to Aquis)                             +44 (0) 20 7653 6000

 Ollie Clayton

 Ed Banks

 Harrison George

 Investec (Joint Financial Adviser, NOMAD & Joint Broker to Aquis)      +44 (0) 20 7597 5970

 David Anderson

 St John Hunter

 Canaccord Genuity (Joint Broker to Aquis)                              +44 (0) 20 7523 8000

 Emma Gabriel

 George Grainger

 VSA Capital Limited (AQSE Corporate Adviser to Aquis)                  +44 (0) 20 3005 5000

 Andrew Raca

 MHP Group (PR adviser to Aquis)                                        +44 (0) 20 3128 8000

 Eleni Menikou

 

Clifford Chance LLP is acting as legal adviser to SIX.

Slaughter and May is acting as legal adviser to Aquis.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Aquis' and SIX's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Aquis Shareholders by
announcement through the Regulatory Information Service of the LSE.

 Event                                                                          Time and date 1  (#_ftn1)
 Long Stop Date                                                                 11 November 2025 2  (#_ftn2)
 The following dates are indicative only and are subject to change
 Sanction Hearing (to sanction the Scheme)                                      30 June 2025
 Last day of dealings in, and for the registration of transfers of, and         30 June 2025
 disablement in CREST of, Aquis Shares
 Scheme Record Time                                                             6:00 p.m. on 30 June 2025
 Effective Date                                                                 1 July 2025 3  (#_ftn3)
 Suspension of dealings in Aquis Shares on AIM and on the Aquis Stock Exchange  At 7:30 a.m. on 1 July 2025
 Cancellation of admission to trading of Aquis Shares on AIM and on the Aquis   At 7:00 a.m. on 2 July 2025
 Stock Exchange
 Latest date for dispatch of cheques (or processing electronic transfers) and   Within 14 days after the Effective Date
 crediting of CREST accounts due under the Scheme

 

Important notice

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the offer document) which,
together with the Forms of Proxy, shall contain the full terms and Conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or any decision in respect of,
or other response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

This announcement has been prepared for the purpose of complying with English
and Welsh law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent
document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as lead financial
adviser to Aquis and no one else in connection with the matters described in
this Announcement and will not be responsible to anyone other than Aquis for
providing the protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither Evercore 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 Evercore in connection with this Announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the Financial
Services and Markets Act 2000 and successor legislation, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with Aquis or the matters described in this Announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement contained
herein.

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for Aquis and no one
else in connection with the subject matter of this announcement and will not
be responsible to anyone other than Aquis for providing the protections
afforded to the clients of Investec, or for providing advice in connection
with the subject matter of this announcement. Neither Investec 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
Investec in connection with the with the subject matter of this announcement,
any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Aquis
and no-one else in connection with the matters described in this announcement
and will not be responsible to anyone other than Aquis for providing the
protections afforded to clients of Canaccord Genuity nor for providing advice
in relation to the subject matter of this announcement. Neither Canaccord
Genuity nor any of its 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
Canaccord Genuity in connection with this announcement, any statement
contained herein or otherwise.

VSA Capital Limited ("VSA Capital"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Aquis and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Aquis for providing the protections afforded
to clients of VSA Capital nor for providing advice in relation to the subject
matter of this announcement. Neither VSA Capital nor any of its 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 VSA Capital in connection with this
announcement, any statement contained herein or otherwise.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the FCA and
limited regulation by the Prudential Regulation Authority in the United
Kingdom. UBS is acting as financial adviser to SIX and no one else in
connection with the matters set out in this Announcement. In connection with
such matters, UBS, its affiliates, and its or their respective directors,
officers, employees and agents will not regard any other person as its client,
nor will it be responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement or any other matter referred to herein.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which they are
resident. Overseas Shareholders should inform themselves of, and observe, any
applicable requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to the full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements.

In particular, the ability of persons who are not resident in the United
Kingdom to vote their Aquis Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. This announcement and
accompanying documents have been prepared for the purpose of complying with
English law, the AIM Rules, the Aquis Rules and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction.

If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.

Notice to U.S. investors in Aquis

The Acquisition relates to shares in a U.K. company and is proposed to be made
by means of a scheme of arrangement under English company law. U.S. holders of
Aquis Shares should note that the Scheme relates to the shares of a U.K.
company that are not registered under the U.S. Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover,
the Scheme will be subject to the disclosure requirement and practices
applicable in the U.K. to schemes of arrangement, which differ from the
disclosure requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in this announcement and accompanying
documents have been prepared in accordance with accounting standards
applicable in the U.K. that may not be comparable to financial statements of
U.S. companies. If SIX exercises its right to implement the acquisition of the
Aquis Shares by way of an Offer, such Offer will be made in compliance with
applicable U.S. securities laws and regulations to the extent applicable.

The receipt of cash pursuant to the Acquisition by a U.S. holder of Aquis
Shares as consideration for the transfer of its Aquis Shares pursuant to the
Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Aquis Shareholder is urged to consult with
independent professional advisers immediately regarding the tax consequences
of the Acquisition applicable to it.

It may be difficult for U.S. holders of Aquis Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since SIX and Aquis are
located in non-U.S. jurisdictions, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders of Aquis
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

Neither the United States Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved the Acquisition,
passed upon the merits or fairness of the Acquisition or passed any opinion
upon the accuracy, adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Aquis, any member of the Aquis Group, SIX or the SIX
Group contain statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Aquis, any member of the Aquis Group, SIX or the SIX Group shall operate
in the future and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by those
statements.

Forward-looking statements include, among other things, statements concerning
the potential exposure of Aquis and the Aquis Group and SIX and the SIX Group
to market risks, statements as to accretion and statements expressing
management's expectations, beliefs, estimates, forecasts, projections and
assumptions, including as to future potential cost savings, synergies,
earnings, cash flow, return on capital employed, production and prospects.
These forward-looking statements are identified by their use of terms and
phrases such as "aims", "anticipate", "believe", "could", "estimate",
"expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan",
"probably", "project", "risks", "seek", "should", "target", "will", "would"
and similar terms and phrases.

By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of SIX and the SIX Group and Aquis and the Aquis Group and could
cause those results to differ materially from those expressed in the
forward-looking statements included in this announcement. Neither Aquis, the
Aquis Group, SIX nor the SIX Group, nor any of their respective associates or
directors, officers or advisers, provide any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given
these risks and uncertainties, potential investors are cautioned not to place
any reliance on these forward-looking statements.

The forward-looking statements contained in this announcement and accompanying
documents speak only as at the date of this announcement and are not intended
to give any assurance as to future results. Other than in accordance with
their legal or regulatory obligations, neither Aquis, the Aquis Group, SIX nor
the SIX Group is under any obligation, and each such person expressly
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Publication on website and requesting hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) by no later than 12 noon (U.K. time) on the Business
Day following the date of this announcement. The content of the websites
referred to in this announcement is not incorporated into, and does not form
part of, this announcement.

In accordance with Rule 30.3 of the Code, Aquis Shareholders, persons with
information rights and participants in the Aquis Share Plans may request a
hard copy of this announcement by contacting Equiniti during business hours
(8.30 a.m. to 5.30 p.m.) on +44 (0) 371 384 2050 or by submitting a request in
writing to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA.

In accordance with Rule 30.3 of the Code, you may also request that all future
documents, announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.

Information relating to Aquis Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Aquis Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Aquis may be provided
to SIX during the Offer Period as required under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

 1  (#_ftnref1) The dates and times are indicative only and are based on
current expectations and may be subject to change and will depend on, among
other things, the date on which the Conditions to the Scheme are satisfied or,
if capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Aquis Shareholders by announcement
through a Regulatory Information Service.

 2  (#_ftnref2) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
(a) may be agreed in writing by Aquis and SIX, or (b) (in a competitive
situation) as may be specified by SIX with the Panel's consent and Court
approval (if such approval(s) are required).

 3  (#_ftnref3) The Scheme shall become Effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies. This is expected
to occur following the Scheme Record Time and prior to the cancellation of
trading in Aquis Shares. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate by
reference to that date.

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