REG - SIX Exchange Group Aquis Exchange PLC - Offer for Aquis Exchange PLC
11/11/2024 07:00
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RNS Number : 6448L SIX Exchange Group AG 11 November 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
11 November 2024
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 Companies Act 2006
Summary
· The boards of SIX and Aquis are pleased to announce that
they have reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued ordinary share capital of Aquis (the "Offer").
It is intended that the Offer will be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.
· Under the terms of the Offer, each Aquis Shareholder will
be entitled to receive:
For each Aquis Share: 727 pence in cash
(the "Cash Consideration")
· The Cash Consideration provides value for Aquis
Shareholders at a premium of approximately:
° 120 per cent. to the Closing Price of 330 pence per Aquis
Share on 8 November 2024 (being the last trading day before the commencement
of the Offer Period);
° 68 per cent. to the six-month volume weighted average
price of 433 pence per Aquis Share to 8 November 2024 (being the last trading
day before the commencement of the Offer Period);
° 76 per cent. to the nine-month volume weighted average
price of 413 pence per Aquis Share to 8 November 2024 (being the last trading
day before the commencement of the Offer Period); and
° 45 per cent. to the highest closing price per Aquis
Share of 500 pence in the 12-month period prior to 8 November 2024 (being the
last trading day before the commencement of the Offer Period).
The Offer values the entire issued and to be issued share capital of Aquis at
approximately £207 million (using the treasury stock method for share
options), and £225 million on a fully diluted basis, and implies an
enterprise value of approximately £194 million.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Aquis
Shares, SIX reserves the right to reduce the Cash Consideration payable under
the terms of the Offer by an amount equal to all or part of any such dividend
and/or other distribution and/or return of capital, in which case Aquis
Shareholders would be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital.
Background to and reasons for the Offer
SIX operates a fully integrated exchange value chain, offering a diversified
product portfolio for securities trading, stock market transactions, financial
information and payment transactions, across multiple geographies. Central to
SIX's exchange strategy has been a focus on addressing liquidity fragmentation
trends by continually innovating the functionalities of its platform offering.
SIX considers an acquisition of Aquis to be a compelling strategic opportunity
which will complement its established growth strategy and is aligned with its
approach to capital allocation. SIX expects the acquisition of Aquis to
strengthen its ability to serve customers in Switzerland, Spain and
internationally with its reliable infrastructure services and seamless access
to capital markets. It would also bring together the resources and
capabilities of both businesses, and SIX expects both businesses to benefit
from greater pan-European scale, driving growth opportunities beyond their
respective home markets to the benefit of customers and market participants.
SIX shares Aquis' commitment to capital markets innovation and believes Aquis
has a similar philosophy with respect to liquidity, offering choice to users
and challenging pan-European incumbents in all parts of the value chain. SIX
believes that Aquis' next-generation proprietary exchange technology, paired
with SIX's complementary assets across the wider spectrum of financial market
infrastructure, network of partners and industry experience, will present a
unique value proposition supporting the future growth of Aquis' technology
business and unlock recurring revenue streams.
Aquis offers SIX the opportunity to extend its offering across the traditional
primary exchange business, MTFs and data offerings. The acquisition of Aquis
is expected to extend SIX's pan-European liquidity footprint by unlocking
additional revenue pools across a number of markets. The acquisition will
preserve a strong investment grade rating for SIX.
In addition, the combination with Aquis' infrastructure that facilitates SMEs
and growth companies in accessing capital markets is expected to create the
opportunity for a competitive pan-European listing venue complementing SIX's
existing growth segments and extending SIX's access to additional revenue
pools.
Furthermore, SIX expects Aquis to provide the opportunity to create an
increasingly attractive offering for retail brokers by extending SIX's
universe of tradable securities across Europe. The acquisition is also
expected to create greater execution quality for retail liquidity across
Europe.
Background to and reasons for the recommendation
Since its formation in 2012, Aquis has grown from a start-up subscription
based exchange to a diversified, multi-product challenger next-generation
exchange group with the objective of creating better and more efficient
markets for the modern economy. Aquis' success has been driven by high quality
leadership and technology-led innovation which has delivered strong operating
performance with revenue growing by 495% since IPO alongside a significant
improvement in profitability, delivering a £5.2 million profit in 2023.
Whilst the Aquis Directors are confident in the growth potential in each of
Aquis' divisions, they recognise that the European exchange market remains
highly competitive and requires ongoing investment in technology and
distribution against well-resourced peers operating with greater scale. Aquis'
future growth is predicated on an increase in new technology clients along
with retention of existing clients, an increase in European equity market
volumes and issuers, and the timing and impact of a European Consolidated
Tape, which are uncertain and contain an element of volatility.
The Aquis Directors believe that Aquis could realise the full potential of its
current strategy on a standalone basis in the medium term but recognises that
there are operational, commercial and market risks associated with the timing
of delivery of future value. The Aquis Directors have assessed the Offer in
this context.
Following careful consideration, the Aquis Directors have concluded that the
terms of the Offer provide Aquis shareholders with an attractive opportunity
to accelerate and de-risk future value creation and realise certain value of
their holdings today in cash.
The Cash Consideration follows extensive discussions and negotiations between
Aquis and SIX, including several unsolicited proposals from SIX.
The Aquis Directors have taken all relevant factors into account in
considering the terms of the Offer, including:
· The opportunity for Aquis Shareholders to realise a fair and
reasonable value for their holdings in cash. The certainty of the Offer should
be weighed against the operational, commercial and market risks associated
with Aquis executing on its strategy and delivering such value as an
independent listed company.
· The attractive premia to recent share price metrics as set out above.
· The Cash Consideration implies valuation multiples for Aquis that the
Aquis Directors consider to be attractive.
In addition, the Aquis Directors welcome SIX's stated strategic plans and
intentions for Aquis, its management and employees and believe that under
SIX's ownership, Aquis will be better placed to deliver on its strategy of
developing innovative capital market solutions from a position of further
scale.
Recommendation
The Aquis Directors, who have been so advised by Evercore as to the financial
terms of the Offer, consider the terms of the Offer to be fair and reasonable.
In providing advice to the Aquis Directors, Evercore have taken into account
the commercial assessments of the Aquis Directors. Evercore is providing
independent financial advice to the Aquis Directors for the purposes of Rule 3
of the Takeover Code.
Accordingly, the Aquis Directors intend to unanimously recommend that Aquis
Shareholders vote (or procure votes) in favour of the Scheme at the Court
Meeting and to vote (or procure votes) in favour of the Aquis Resolution(s) at
the General Meeting as the Aquis Directors who (or whose immediate family)
beneficially hold Aquis Shares have irrevocably undertaken to do (or procure
to be done) in respect of 1,406,446 Aquis Shares in total, representing in
aggregate approximately 5.1 per cent. of Aquis' ordinary share capital in
issue as at the Latest Practicable Date. These irrevocable undertakings remain
binding in the event a higher competing offer is made for Aquis by a third
party.
Shareholder support
In addition to the irrevocable undertakings given by the Aquis Directors
referred to above, SIX has also received irrevocable undertakings from XTX
Investments UK Limited, Gaudenzio Roveda, Richard Ricci, Kendall Capital
Markets, LLC and Jonathan Clelland to vote (or procure votes) in favour of the
Scheme at the Court Meeting and the Aquis Resolution(s) at the General Meeting
in respect of 9,229,138 Aquis Shares, representing approximately 33.5 per
cent. of the ordinary share capital of Aquis in issue as at the Latest
Practicable Date. The irrevocable undertakings given by XTX Investments UK
Limited, Richard Ricci and Jonathan Clelland remain binding in the event a
higher competing offer is made for Aquis by a third party.
In addition, SIX has also received non-binding letters of intent from Schroder
Investment Management Limited and Canaccord Genuity Asset Management Limited
to vote (or procure votes) in favour of the Scheme at the Court Meeting and
the Aquis Resolution(s) at the General Meeting, in respect of, in aggregate,
3,342,123 Aquis Shares, representing approximately 12.1 per cent. of the
ordinary share capital of Aquis in issue as at the Latest Practicable Date.
SIX has therefore received, in aggregate, irrevocable undertakings and letters
of intent in respect of 13,977,707 Aquis Shares, representing approximately 51
per cent. of Aquis' ordinary share capital in issue as at the Latest
Practicable Date.
Further details of these irrevocable undertakings and letters of intent,
including the circumstances in which they may lapse, are set out in paragraph
6 of this Announcement and in Appendix 3 to this Announcement.
Information relating to SIX
SIX operates a fully integrated exchange value chain across the Swiss and
Spanish financial centres, thus ensuring access to the capital markets and the
flow of information and money between financial market players.
SIX offers a diversified product portfolio for securities trading, stock
market transactions, financial information and payment transactions across
four business units: (i) Exchanges, with SIX Swiss Exchange and BME Exchange
delivering listing, trading and market data services of cash equities,
derivatives and fixed income; (ii) Securities Services, offering clearing,
settlement and custody, securities finance, tax services and trade repository
services; (iii) Financial Information, offering reference, corporate actions
and market data, tax and regulatory services, indices and ESG data; (iv)
Banking Services, delivering payment services including connectivity (open
banking), debit and mobile solutions, billing and payments, and cash and ATMs.
Information relating to Aquis
Founded in 2012, Aquis is Europe's challenger next-generation exchange,
creating better and more efficient markets for a modern economy. Aquis has
market-leading technology and innovative rules for trading, and offer primary
listings and secondary trading of equities, along with global licensing of
proprietary technology.
Aquis consists of four divisions:
· Aquis Markets operates lit and dark order books, covering
circa 6,500 large-cap and mid-cap securities and ETFs across 16 European
markets.
· Aquis Technologies is the software and technology
division of Aquis. It focuses on building better markets via the creation and
licensing of cutting-edge, cost-effective exchange infrastructure technology
and services, including matching engine and trade surveillance solutions.
· Aquis Stock Exchange (AQSE) is a stock market authorised
as a Recognised Investment Exchange, providing primary and secondary markets
for equity and debt products. The AQSE Growth Market is divided into two
segments 'Access' and 'Apex'; the Access market focuses on earlier stage
growth companies, while Apex is the intended market for larger, more
established businesses.
· Aquis Data generates revenue from the sale of data
derived from Aquis Markets and Aquis Stock Exchange to market participants.
The Aquis Group is authorised and regulated by the FCA, ACPR and AMF to
operate Multilateral Trading Facility businesses in the UK and in EU27 markets
respectively, as well as being recognised by FINMA in Switzerland. The Aquis
Stock Exchange is authorised and regulated in the UK as a recognised
investment exchange. Aquis is headquartered in London, UK with an additional
office in Paris, France and currently employs 88 people. Aquis is quoted on
the Aquis Stock Exchange and on the AIM Market (AIM) of the London Stock
Exchange.
Timetable and Conditions
· It is intended that the Offer will be effected by way of
a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, SIX reserves the right to elect to implement the Offer by way of a
Takeover Offer, subject to the consent of the Panel (where necessary) and the
terms of the Co-operation Agreement.
· The Offer is conditional on, among other things, the
approval of the requisite majority of the Scheme Shareholders at the Court
Meeting and Aquis Shareholders at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of the Scheme
Shareholders present and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares voted.
In addition, the approval of the Aquis Resolution(s) by Aquis Shareholders
representing at least 75 per cent. of votes cast at the General Meeting
(expected to be held immediately after the Court Meeting) is also required for
the implementation of the Scheme. In addition, following the Court Meeting,
the Scheme must be sanctioned by the Court. Finally, a copy of the Court Order
must be delivered to the Registrar of Companies, upon which the Scheme will
become Effective. The Scheme must become Effective by no later than the Long
Stop Date.
· The Offer will be made in accordance with the Takeover
Code and on the terms and subject to the Conditions which are set out in
Appendix 1 to this Announcement and on the further terms and conditions
that will be set out in the Scheme Document.
· The Scheme Document, containing further information about
the Offer and notices of the Court Meeting and the General Meeting, and which
will be accompanied by the Forms of Proxy, will be published as soon as
reasonably practicable, and in any event within 28 days of this Announcement
(or such later time as SIX, Aquis and the Panel agree and, if required, the
Court may approve). The Scheme Document will specify the actions to be taken
by Aquis Shareholders and will contain an expected timetable for the
implementation of the Scheme.
· The Scheme is expected to become Effective in Q2 2025,
subject to the satisfaction or, where permitted, waiver of the Conditions set
out in Appendix 1 to this Announcement.
Commenting on the Offer, Bjørn Sibbern, Global Head of Exchanges at SIX,
said:
"We believe that combining Aquis with SIX's platform is a compelling
opportunity to bring together two businesses with a shared commitment to
capital markets innovation. The combination will add Aquis' strong offering to
our traditional primary exchange and data businesses, complementing SIX's
existing growth listing segments.
As part of SIX, Aquis will continue to operate under its existing brand and
business model with maximum agility while benefitting from our resources,
scale and further investment, enhancing Aquis' ability to continue to develop
its business. We look forward to welcoming the Aquis team to SIX and
continuing to build a diverse, pan-European Exchange Innovator."
Commenting on the Offer, Alasdair Haynes, founder and CEO of Aquis, said:
"I am immensely proud of the business we have built over the past 12 years.
Since launching as a start-up subscription based exchange in 2012, Aquis has
become a diversified multi-product European exchange group that creates and
facilitates more efficient markets for a modern economy. This has only been
possible through continuous technology-led innovation and the tireless efforts
of our people.
Aquis has a clear path of growth ahead; however, the Aquis Directors recognise
there are always some operational, commercial and market risks associated with
the timing of future value creation. The Offer de-risks this future value
creation and provides Aquis Shareholders with certain value at a material
premium.
As part of SIX, we have an exciting opportunity to accelerate the development
of our business and compete more effectively on the European stage, while
retaining our entrepreneurial spirit. SIX shares our deep commitment to
capital markets innovation and together we will be better placed to assist
SMEs and growth companies in accessing capital markets."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Offer will be subject to the
Conditions and further terms set out in Appendix 1 to this Announcement and
to the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the sources of information and
bases of calculations of certain information contained in this Announcement.
Appendix 3 contains a summary of the irrevocable undertakings received in
relation to this Offer. Appendix 4 contains definitions of certain
expressions used in this summary and in this Announcement.
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
Alasdair Haynes
Richard Fisher
Adele Gilbert
Evercore (Lead Financial Adviser to Aquis) +44 (0)20 7653 6000
Ollie Clayton
Ed Banks
Max Fallstrom
Harrison George
Investec (NOMAD, Joint Broker & Joint Financial Adviser 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
Robert Collett-Creedy
Clifford Chance LLP is acting as legal adviser to SIX.
Slaughter and May is acting as legal adviser to Aquis.
Important notices about financial advisers
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.
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.
Inside Information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Aquis is
Philip Olm (Company Secretary).
Further Information
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 an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Offer otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Offer will be made solely by means of the Scheme Document (or,
if the Offer is implemented by way of a Takeover Offer, the offer document)
which, together with any related forms of proxy, will contain the full terms
and conditions of the Offer, including details of how to vote in respect of
the Scheme. Any decision in respect of, or other response to, the Offer should
be made only on the basis of the information contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document).
Aquis will prepare the Scheme Document to be distributed to Aquis
Shareholders. Aquis and SIX urge Aquis Shareholders to read the Scheme
Document (or any other document by which the Offer is made) in full when it
becomes available because it will contain important information relating to
the Offer, including details of how to vote in respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Offer to Aquis
Shareholders who are not resident in the United Kingdom, may be restricted by
the laws of those jurisdictions and therefore persons into whose possession
this Announcement comes should inform themselves about and observe such
restrictions. 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. Further details in
relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document). Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by SIX or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Offer is implemented by way of Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover Offer may
not be made, directly or indirectly, in or into, or by use of mails or any
other means or instrumentality (including, without limitation, facsimile,
e-mail or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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. Nothing in this Announcement should be relied on for any other
purpose.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the
Aquis Rules.
Additional information for US investors
The Offer relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which differ from
the disclosure requirements of the US tender offer and proxy solicitation
rules.
If, in the future, SIX exercises its right to implement the Offer by way of a
Takeover Offer, which is to be made into the US, such Takeover Offer will be
made in compliance with the applicable US laws and regulations, including
Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover
Offer would be made in the US by SIX and no one else.
In the event that the Offer is implemented by way of Takeover Offer, in
accordance with, and to the extent permitted by, the Takeover Code and normal
UK market practice, UBS and their respective affiliates may continue to act as
exempt principal traders or exempt market makers in Aquis Shares on the London
Stock Exchange and will engage in certain other purchasing activities
consistent with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, SIX,
its affiliates, their advisers and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares in Aquis
outside the Offer, such as in open market purchases or privately negotiated
purchases, during the period in which the Offer remains open for acceptance.
If such purchases or arrangements to purchase were to be made, they would be
made outside the US and would comply with applicable law, including UK laws
and the US Exchange Act. Any such purchases by SIX or its affiliates will not
be made at prices higher than the price of the Offer provided in this
Announcement unless the price of the Offer is increased accordingly. Any
information about such purchases or arrangements to purchase shall be
disclosed as required under UK laws and will be available to all investors
(including US investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be
publicly disclosed in the United States.
It may be difficult for US holders of Aquis Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Offer, since SIX and Aquis are located in a non-US jurisdiction, and some or
all of their officers and directors may be residents of a non-US jurisdiction.
US holders of Aquis Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
Announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for
the transfer of its Aquis Shares pursuant to the Offer will likely be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each US holder of
Aquis Shares is urged to consult their independent legal, tax and financial
advisers regarding the tax consequences of the Offer applicable to them,
including under applicable US state and local, as well as overseas and other,
tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by SIX or Aquis may contain statements about SIX and Aquis that are
or may be deemed to be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates", "estimates",
"projects", "is subject to", "budget", "scheduled", "forecast" or words or
terms of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of SIX's or Aquis' operations and potential
synergies resulting from the Offer; and (iii) the effects of government
regulation on SIX's or Aquis' business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of SIX and Aquis about future events, and are therefore subject to
risks and uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause actual results
to differ materially from those projected or implied in any forward looking
statements, including: increased competition, the loss of or damage to one or
more key customer relationships, changes to customer ordering patterns, delays
in obtaining customer approvals for engineering or price level changes, the
failure of one or more key suppliers, the outcome of business or industry
restructuring, the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes in raw
materials or energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future offer opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward looking statements. Such forward looking statements
should therefore be construed in light of such factors. Neither SIX nor Aquis,
nor any of their respective associates or directors, officers or advisers,
provides 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. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking statements,
which speak only as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the SIX Group or the Aquis
Group, or any of their respective associates, directors, officers, employees
or advisers, are expressly qualified in their entirety by the cautionary
statement above.
SIX and Aquis expressly disclaim any obligation to update any forward looking
or other statements contained herein, except as required by applicable law or
by the rules of any competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Aquis for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Aquis.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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).
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 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on SIX's website at www.six-group.com/recommended-offer-aquis
(http://www.six-group.com/recommended-offer-aquis) and Aquis' website at
www.aquis.eu/investors/offer-documentation
(http://www.aquis.eu/investors/offer-documentation) by no later than 12.00
noon (London Time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Aquis Shareholders
Please be aware that addresses, electronic addresses and certain other
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 Takeover Code.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Aquis Shareholders,
participants in the Aquis Share Plans and persons with information rights may
request a hard copy of this Announcement, free of charge, by contacting Aquis'
registrars, Equiniti Limited, during business hours on +44 (0)371 384 2030, or
by submitting a request in writing to Aspect House, Spencer Road, Lancing
Business Park, West Sussex, BN99 6DA. If calling from outside of the UK,
please ensure the country code is used. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information in relation
to the Offer are sent to them in hard copy form. Please note that Equiniti
Limited cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
11 November 2024
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 Companies Act 2006
1. Introduction
The boards of SIX and Aquis are pleased to announce that they have reached
agreement on the terms of a recommended cash offer for the entire issued and
to be issued ordinary share capital of Aquis (the "Offer"). It is intended
that the Offer will be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and
further terms set out below and in Appendix 1 to this Announcement, and to
be set out in the Scheme Document, Aquis Shareholders will be entitled to
receive:
For each Aquis Share: 727 pence in cash
(the "Cash Consideration")
The Cash Consideration provides value for Aquis Shareholders at a premium of
approximately:
· 120 per cent. to the Closing Price of 330 pence per Aquis
Share on 8 November 2024 (being the last trading day before the commencement
of the Offer Period);
· 68 per cent. to the six-month volume weighted average
price of 433 pence per Aquis Share to 8 November 2024 (being the last trading
day before the commencement of the Offer Period);
· 76 per cent. to the nine-month volume weighted average
price of 413 pence per Aquis Share to 8 November 2024 (being the last trading
day before the commencement of the Offer Period); and
· 45 per cent. to the highest closing price per Aquis Share
of 500 pence in the 12-month period prior to 8 November 2024 (being the last
trading day before the commencement of the Offer Period).
The Offer values the entire issued and to be issued share capital of Aquis at
approximately £207 million (using the treasury stock method for share
options), and £225 million based on a fully diluted basis, and implies an
enterprise value of approximately £194 million.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Aquis
Shares, SIX reserves the right to reduce the Cash Consideration by an amount
equal to all or part of any such dividend and/or other distribution and/or
return of capital, in which case Aquis Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital authorised, declared, made or paid.
If and to the extent that any such dividend, distribution or return of value
is authorised, declared, made or paid or becomes payable on or prior to the
Effective Date, and SIX exercises its rights under this paragraph 2 to reduce
the Cash Consideration payable under the terms of the Offer, SIX shall make an
announcement in respect of the exercise of that right and any reference in
this Announcement to the Cash Consideration payable under the terms of the
Offer shall be deemed to be a reference to the Cash Consideration as so
reduced.
It is expected that the Scheme Document (including details of the Court
Meeting and the General Meeting), and the Forms of Proxy accompanying the
Scheme Document, will be published as soon as reasonably practicable, and in
any event within 28 days of this Announcement (or such later time as SIX,
Aquis and the Panel agree and, if required, the Court may approve) and the
Scheme will become Effective in Q2 2025, subject to the satisfaction or, where
permitted, waiver of the Conditions set out in the Appendix 1 to this
Announcement.
An expected timetable of principal events relating to the Offer and further
information on the actions to be taken by the Aquis Shareholders will be
provided in the Scheme Document.
3. Background to and reasons for the Offer
SIX operates a fully integrated exchange value chain, offering a diversified
product portfolio for securities trading, stock market transactions, financial
information and payment transactions, across multiple geographies. Central to
SIX's exchange strategy has been a focus on addressing liquidity fragmentation
trends by continually innovating the functionalities of its platform offering.
SIX considers an acquisition of Aquis to be a compelling strategic opportunity
which will complement its established growth strategy and is aligned with its
approach to capital allocation. SIX expects the acquisition of Aquis to
strengthen its ability to serve customers in Switzerland, Spain and
internationally with its reliable infrastructure services and seamless access
to capital markets. It would also bring together the resources and
capabilities of both businesses, and SIX expects both businesses to benefit
from greater pan-European scale, driving growth opportunities beyond their
respective home markets to the benefit of customers and market participants.
SIX shares Aquis' commitment to capital markets innovation and believes Aquis
has a similar philosophy with respect to liquidity, offering choice to users
and challenging pan-European incumbents in all parts of the value chain. SIX
believes that Aquis' next-generation proprietary exchange technology, paired
with SIX's complementary assets across the wider spectrum of financial market
infrastructure, network of partners and industry experience, will present a
unique value proposition supporting the future growth of Aquis' technology
business and unlock recurring revenue streams.
Aquis offers SIX the opportunity to extend its offering across the traditional
primary exchange business, MTFs and data offerings. The acquisition of Aquis
is expected to extend SIX's pan-European liquidity footprint by unlocking
additional revenue pools across a number of markets. The acquisition will
preserve a strong investment grade rating for SIX.
In addition, the combination with Aquis' infrastructure that facilitates SMEs
and growth companies in accessing capital markets is expected to create the
opportunity for a competitive pan-European listing venue complementing SIX's
existing growth segments and extending SIX's access to additional revenue
pools.
Furthermore, SIX expects Aquis to provide the opportunity to create an
increasingly attractive offering for retail brokers by extending SIX's
universe of tradable securities across Europe. The acquisition is also
expected to create greater execution quality for retail liquidity across
Europe.
4. Background to and reasons for the recommendation
Since its formation in 2012, Aquis has grown from a start-up subscription
based exchange to a diversified, multi-product challenger next-generation
exchange group with the objective of creating better and more efficient
markets for the modern economy.
Aquis' success has been driven by high quality leadership and technology-led
innovation. Aquis Markets, Europe's 7th largest equities exchange, offers
differentiated trading products and Europe's largest alternative closing
auction. Aquis Technologies supported the first cloud-based Recognised
Investment Exchange and provides one of the industry's lowest latency 24/7
matching engine, all developed on proprietary technology. Aquis Stock
Exchange's focus on growth enterprises and start-up capital has made it the
most successful growth company exchange for new admissions in the UK for the
second year running. This strategic progress has been reflected in Aquis'
strong operating performance with revenue growing by 495% since IPO alongside
a significant improvement in profitability, delivering a £5.2 million profit
in 2023.
A key pillar of Aquis' expected growth is accelerated momentum in Aquis
Technologies where Aquis has experienced an increase in pipeline opportunities
from a variety of potential clients of increasing scale. In order to address
this opportunity, Aquis has recently commenced a three-year, £6.2 million
investment programme to develop the set of products and capabilities required
to shift Aquis' competitive positioning from a 'build on demand' to an 'on
demand' proposition. The Aquis Directors believe that this transition is
particularly important for Aquis' prospects of securing future national stock
exchange and central bank clients. The Aquis Directors are confident that this
investment will be successful in unlocking future value but recognises that
execution risk exists in any investment programme and the timing and quantum
of new contract wins is uncertain.
Aquis Markets' growth has been driven by a differentiated product offering
across lit and dark pools, with flexible trading rules attracting liquidity
from a diverse collection of providers. The Aquis Directors expect that
continued product innovation and the market impact of the introduction of a
European Consolidated Tape will be the key drivers of future growth for Aquis
Markets and Aquis Data. Growth in Aquis Stock Exchange is expected to be
driven by an increase in the number and scale of market participants alongside
market expansion.
Whilst the Aquis Directors are confident in the growth potential in each
division, they recognise that the European exchange market remains highly
competitive and requires ongoing investment in technology and distribution
against well-resourced peers operating with greater scale. Aquis' future
growth is predicated on an increase in new technology clients, retention of
existing clients and an increase in European equity market volumes and
issuers, and the timing and impact of a European Consolidated Tape, which are
uncertain and contain an element of volatility.
The Aquis Directors believe that Aquis could realise the full potential of its
current strategy on a standalone basis in the medium term but recognises that
there are operational, commercial and market risks associated with the timing
of delivery of future value. The Aquis Directors have assessed the Offer in
this context.
Reasons for the recommendation
Following careful consideration, the Aquis Directors have concluded that the
terms of the Offer provide Aquis shareholders with an attractive opportunity
to accelerate and de-risk future value creation and realise certain value of
their holdings today in cash.
The Cash Consideration follows extensive discussions and negotiations with
SIX. The Aquis Directors received prior unsolicited proposals from SIX to
acquire Aquis, all of which were rejected by the Aquis Directors.
The Aquis Directors have taken all relevant factors into account in
considering the terms of the Offer, including:
· The opportunity for Aquis Shareholders to realise a fair and
reasonable value for their holdings in cash. The certainty of the Offer should
be weighed against the operational, commercial and market risks associated
with Aquis executing on its strategy and delivering such value as an
independent listed company.
· That the transaction provides certain value for shareholders at a
significant premium of approximately:
o 120 per cent. to the Closing Price per Aquis Share of 330 pence on the
Latest Practicable Date;
o 68 per cent. to the volume-weighted average price per Aquis Share of 433
pence over the six-month period ending on the Latest Practicable Date;
o 76 per cent. to the volume-weighted average price per Aquis Share of 413
pence over the nine-month period ending on the Latest Practicable Date; and
o 45 per cent. to the highest closing price per Aquis Share of 500 pence in
the 12-month period prior to the Latest Practicable Date.
· The Cash Consideration implies valuation multiples for Aquis that the
Aquis Directors consider to be attractive.
· That SIX recognises the high quality of the employees of Aquis and
their importance to the success of Aquis following an acquisition and, as set
out in more detail in paragraph 9 below, SIX intends to put in place
incentivisation arrangements for management of Aquis following the Scheme
becoming Effective.
The Aquis Directors welcome SIX's stated strategic plans and intentions for
Aquis and believe that under SIX's ownership, Aquis will be better placed to
deliver on its strategy of developing innovative capital market solutions.
Aquis will benefit from leveraging SIX's scale, access to capital and
operational resources, providing a stable platform for Aquis to accelerate the
development of its business and to challenge the pan-European incumbents in
all parts of the value chain. The Aquis Directors believe that the
complementary nature of SIX and Aquis' products, technology assets, culture
and expertise will promote innovation and the development of infrastructure
and exchange solutions, and the combined group will be better placed in
assisting SMEs and growth companies in accessing capital markets.
In addition, the Aquis Directors are pleased to note SIX's stated intentions
concerning Aquis' strategy, growth plans, management and employees, and other
stakeholders of Aquis. The Aquis Directors also welcome SIX's confirmation
that, following the scheme becoming Effective, the existing employment rights
(including pension rights) of the management and employees of Aquis will be
fully safeguarded in accordance with applicable laws.
Therefore, having taken into account all relevant factors, including those set
out above, the Aquis Directors intend to recommend unanimously to Aquis
Shareholders the Offer of Aquis by SIX.
5. Recommendation
The Aquis Directors, who have been so advised by Evercore as to the financial
terms of the Offer, consider the terms of the Offer to be fair and reasonable.
In providing advice to the Aquis Directors, Evercore have taken into account
the commercial assessments of the Aquis Directors. Evercore is providing
independent financial advice to the Aquis Directors for the purposes of Rule 3
of the Takeover Code.
Accordingly, the Aquis Directors intend to unanimously recommend that Aquis
Shareholders vote (or procure votes) in favour of the Scheme at the Court
Meeting and to vote (or procure votes) in favour of the Aquis Resolution(s) at
the General Meeting as the Aquis Directors who (or whose immediate family)
beneficially hold Aquis Shares have irrevocably undertaken to do (or procure
to be done) in respect of 1,406,446 Aquis Shares in total, representing in
aggregate approximately 5.1 per cent. of Aquis' ordinary share capital in
issue as at the Latest Practicable Date. These irrevocable undertakings remain
binding in the event a higher competing offer is made for Aquis by a third
party.
6. Irrevocables
In addition to the irrevocable undertakings given by the Aquis Directors
referred to above, SIX has also received irrevocable undertakings from XTX
Investments UK Limited, Gaudenzio Roveda, Richard Ricci, Kendall Capital
Markets, LLC and Jonathan Clelland to vote (or procure votes) in favour of the
Scheme at the Court Meeting and the Aquis Resolution(s) at the General Meeting
in respect of 9,229,138 Aquis Shares, representing approximately 33.5 per
cent. of the ordinary share capital of Aquis in issue as at the Latest
Practicable Date. The irrevocable undertakings given by XTX Investments UK
Limited, Richard Ricci and Jonathan Clelland remain binding in the event a
higher competing offer is made for Aquis by a third party.
In addition, SIX has also received non-binding letters of intent from Schroder
Investment Management Limited and Canaccord Genuity Asset Management Limited
to vote (or procure votes) in favour of the Scheme at the Court Meeting and
the Aquis Resolution(s) at the General Meeting, in respect of, in aggregate,
3,342,123 Aquis Shares, representing approximately 12.1 per cent. of the
ordinary share capital of Aquis in issue as at the Latest Practicable Date.
SIX has therefore received, in aggregate, irrevocable undertakings and letters
of intent in respect of 13,977,707 Aquis Shares, representing approximately 51
per cent. of Aquis' ordinary share capital in issue as at the Latest
Practicable Date.
Further details of these irrevocable undertakings and letters of intent,
including the circumstances in which they may lapse, are set out in Appendix 3
to this Announcement.
7. Information relating to Aquis
Founded in 2012, Aquis is Europe's challenger next-generation exchange,
creating better and more efficient markets for a modern economy. Aquis has
market-leading technology and innovative rules for trading, and offer primary
listings and secondary trading of equities, along with global licensing of
proprietary technology.
Aquis consists of four divisions:
· Aquis Markets operates lit and dark order books, covering
circa 6,500 large-cap and mid-cap securities and ETFs across 16 European
markets.
· Aquis Technologies is the software and technology
division of Aquis. It focuses on building better markets via the creation and
licensing of cutting-edge, cost-effective exchange infrastructure technology
and services, including matching engine and trade surveillance solutions.
· Aquis Stock Exchange (AQSE) is a stock market authorised
as a Recognised Investment Exchange, providing primary and secondary markets
for equity and debt products. The AQSE Growth Market is divided into two
segments 'Access' and 'Apex'; the Access market focuses on earlier stage
growth companies, while Apex is the intended market for larger, more
established businesses.
· Aquis Data generates revenue from the sale of data
derived from Aquis Markets and Aquis Stock Exchange to market participants.
The Aquis Group is authorised and regulated by the FCA, ACPR and AMF to
operate Multilateral Trading Facility businesses in the UK and in EU27 markets
respectively, as well as being recognised by FINMA in Switzerland. The Aquis
Stock Exchange is authorised and regulated in the UK as a recognised
investment exchange. Aquis is headquartered in London, UK with an additional
office in Paris, France and currently employs 88 people. Aquis is quoted on
the Aquis Stock Exchange and on the AIM Market (AIM) of the London Stock
Exchange.
8. Information relating to SIX
SIX operates a fully integrated exchange value chain across the Swiss and
Spanish financial centres, thus ensuring access to the capital markets and the
flow of information and money between financial market players.
SIX offers a diversified product portfolio for securities trading, stock
market transactions, financial information and payment transactions across
four business units: i) Exchanges, with SIX Swiss Exchange and BME Exchange
delivering listing, trading and market data services of cash equities,
derivatives and fixed income; ii) Securities Services, offering clearing,
settlement and custody, securities finance, tax services and trade repository
services; iii) Financial Information, offering reference, corporate actions
and market data, tax and regulatory services, indices and ESG data; iv)
Banking Services, delivering payment services including connectivity (open
banking), debit and mobile solutions, billing and payments, and cash and ATMs.
9. Strategic plans, directors, management, employees,
pensions, research and development and locations
SIX's strategic plans for Aquis
SIX operates a fully integrated exchange value chain, offering a diversified
product portfolio for securities trading, stock market transactions, financial
information and payment transactions, across multiple geographies. Central to
SIX's exchange strategy has been a focus on addressing liquidity fragmentation
trends by continually innovating the functionalities of its platform offering.
SIX and Aquis have a shared commitment to capital markets innovation and SIX
believes that the combined group will benefit from the complementary product
and technology assets of each business which will enable the combined group to
provide enhanced exchange solutions to the benefit of customers. SIX expects
to benefit from Aquis' resources and capabilities, including its
infrastructure services, next-generation technology, market models, and
product offering. In combination with Aquis' infrastructure that facilitates
SMEs and growth companies in accessing capital markets, the acquisition is
expected to create the opportunity for a competitive pan-European listing
venue complementing SIX's existing growth segments and extending SIX's access
to additional revenue pools.
SIX intends to preserve maximum agility and organisational speed for Aquis,
with appropriate SIX involvement from a compliance, IT security and risk
perspective. This will include the retention of Aquis as an independent brand.
SIX intends to support Aquis in continuing its innovative approach to
developing capital market solutions in collaboration with SIX, whilst
benefiting from SIX's scale, financial stability and resources. SIX believes
the combination will enhance Aquis' ability to further develop its business
model in collaboration with SIX.
SIX notes Aquis' announcement on 29 October 2024, of its intention to form a
joint venture with Cboe Europe, a division of Cboe Global Markets, Inc., which
plans to explore a bid to perform the role of the EU's equity consolidated
tape provider. Following the Effective Date, if Aquis continues to explore or
is pursuing a bid to perform the equity consolidated tape provider role, SIX
intends to withdraw from EuroCTP, the consortium for the consolidated tape
provider role that SIX is participating in.
Employees and management
SIX recognises that a key component of Aquis' success is the skills, vision
and experience of its management team and employees. SIX believes that this
expertise will be important for the success of Aquis within the SIX Group.
It is SIX's intention that Aquis' existing executive management team will lead
Aquis within the SIX Group.
SIX does not intend to make any material changes to the overall headcount and
functions of Aquis and where any unanticipated changes may occur, SIX would
seek to redeploy any individuals affected within the combined group. SIX does
not anticipate any material change in the balance of skills and functions of
employees and management of Aquis, or to their conditions of employment.
SIX believes that Aquis employees will benefit from broader development and
career opportunities through being part of a larger combined group with a more
extensive international presence. Both SIX and Aquis have closely aligned
cultures and believe in promoting a cooperative corporate culture, underpinned
by transparency and mutual trust.
It is intended that each of the non-executive directors of Aquis shall resign
from their office with effect from the Effective Date.
Existing employment rights and pension schemes
SIX confirms that, following the scheme becoming Effective, the existing
employment rights (including in relation to pensions) of all Aquis employees
will be fully safeguarded in accordance with applicable laws. SIX does not
intend to make any changes to Aquis' defined contribution pension rates or
member admission/eligibility criteria. Aquis does not operate a defined
benefit pension scheme.
Management incentivisation arrangements
SIX has not entered into, nor had any discussions regarding, any form of
incentive arrangements with any member of Aquis' management. However, SIX
intends to put in place incentive arrangements for the Aquis management team
following the Scheme becoming Effective.
Headquarters, locations, fixed assets and research and development
SIX has no intention to change the principal locations of Aquis' business or
the location or functions of Aquis' headquarters during the 12 months
following the Effective Date. However, in the longer term, SIX intends to
assess the best way to enhance collaboration between SIX and Aquis and
maximise the benefits of working alongside each other, which may include
combining offices in London and Paris respectively. SIX does not have any
current intention to redeploy any of the material fixed assets of Aquis.
SIX is committed to supporting Aquis' continued expansion and development
through a collaborative and responsible ownership approach. This is expected
to include further investments to continue building Aquis' pan-European data
offering, platform, and technology capabilities. SIX plans to undertake a
detailed review of Aquis' research and development function alongside Aquis'
management team to identify additional opportunities for growth, which may
result in further areas of collaboration beyond data offering, platform, and
technology.
Trading Facilities
As set out in paragraph 14, an application will be made for the cancellation
of trading of Aquis Shares on AIM and a request will be made to withdraw Aquis
Shares from trading on the Aquis Stock Exchange, with effect from or shortly
following the Effective Date. It is also intended that steps will be taken to
re-register Aquis as a private limited company to take effect as soon as
practicable following the Effective Date.
None of the statements in this paragraph 9 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
10. Aquis Share Plans
Participants in the Aquis Share Plans will be contacted regarding the effect
of the Offer on their rights under the Aquis Share Plans and appropriate
proposals, which reflect their rights under the Aquis Share Plans, will be
made to such participants in due course. Details of the impact of the Scheme
on each of the Aquis Share Plans and the proposals will be set out in the
Scheme Document and in separate letters to be sent to participants in the
Aquis Share Plans.
11. Financing
SIX intends to finance the transaction using a combination of existing cash
and from the proceeds of the SIX Group's credit facilities. SIX has entered
into a dedicated bridge facility agreement in an amount of up to £240 million
with UBS Switzerland AG (the "Facility Agreement") for the purposes of
satisfying the certain funds requirement of the Takeover Code.
UBS, as financial adviser to SIX, is satisfied that sufficient resources are
available to SIX to enable it to satisfy in full the Cash Consideration
payable under the terms of the Offer.
Further information on the financing of the Offer will be set out in the
Scheme Document.
12. Offer-related arrangements
Confidentiality Agreement
On 18 September 2024, SIX and Aquis entered into a confidentiality agreement
(the "Confidentiality Agreement") in connection with the Offer, pursuant to
which, amongst other things, SIX has undertaken to keep confidential
information relating to Aquis and/or to the Offer and not to disclose it to
third parties (with certain exceptions). These confidentiality obligations
will remain in force until the earlier of (i) 24 months from the date of the
Confidentiality Agreement; and (ii) the date of completion of the Offer,
except where expressly provided otherwise in the terms of the Confidentiality
Agreement.
The Confidentiality Agreement also contains undertakings from SIX that, for a
period of 12 months from the date of the Confidentiality Agreement, SIX and
its affiliates shall not solicit or endeavour to entice away certain employees
of Aquis or the Aquis Group.
The Confidentiality Agreement also contains standstill provisions which
restricted SIX from acquiring or offering to acquire interests in the
securities of Aquis, with those restrictions ceasing to apply upon the release
of this Announcement.
Confidentiality and Joint Defence Agreement
On 21 October 2024, SIX, Aquis and their respective external counsel entered
into a confidentiality and joint defence agreement (the "Confidentiality and
Joint Defence Agreement"), the purpose of which is to ensure that the exchange
and/or disclosure of certain materials relating to the parties and in relation
to, in particular, the anti-trust and regulatory workstream only takes place
between their respective external counsel and external experts, and does not
diminish in any way the confidentiality of such materials and does not result
in a waiver of any privilege, right or immunity that might otherwise be
available.
Clean Team Agreement
On 21 October 2024, SIX and Aquis entered into a clean team agreement (the
"Clean Team Agreement") which sets out, among other things, how confidential
information that is competitively sensitive can be disclosed, used or shared
between SIX's clean team individuals and/or external advisers retained by SIX
and Aquis' clean team individuals and/or external advisers retained by Aquis.
Co-operation Agreement
On 11 November 2024, SIX and Aquis entered into a co-operation agreement
("Co-operation Agreement") in relation to the Offer. Pursuant to the
Co-operation Agreement, amongst other things:
· SIX has agreed to use all reasonable endeavours to
satisfy the Conditions set out in paragraph 3(a) to 3(i) of Part A of Appendix
1 to this Announcement or procure that such Conditions are satisfied as soon
as is practicable and in any event in sufficient time to enable the Effective
Date to occur prior to the Long Stop Date;
· the parties have agreed to (i) certain provisions that
shall apply with respect to the Aquis Share Plans, its other incentive
arrangements and other employee-related matters (further details of which will
be provided in the Scheme Document); and (ii) certain provisions if the Offer
should switch to a Takeover Offer; and
· SIX has also agreed to provide Aquis with certain
information for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document.
The Co-operation Agreement shall terminate in certain customary circumstances,
including but not limited to:
· if agreed in writing between SIX and Aquis;
· upon written notice served by SIX to Aquis if the Aquis
Director's recommendation in respect of the Offer changes in a manner that is
adverse in the context of the Offer;
· upon written notice by either SIX or Aquis to the other
if: (i) prior to the Long Stop Date, a third party offer for Aquis becomes
effective or is declared or becomes unconditional; (ii) if the Offer (whether
implemented by way of the Scheme or the Takeover Offer) is withdrawn,
terminates or lapses in accordance with its terms and (where required) with
the permission of the Panel, unless such lapse or withdrawal: (a) is as a
result of a switch to a Takeover Offer; or (b) is to be followed promptly by a
firm intention announcement (under Rule 2.7 of the Takeover Code) made by SIX
or any person acting in concert with SIX to implement the Offer by a different
offer or scheme on substantially the same or improved terms, and such
announcement is made within five Business Days of such lapse or withdrawal;
(iii) prior to the Long Stop Date: (a) any Condition which has not been waived
is (or has become) incapable of satisfaction by the Long Stop Date and,
notwithstanding that it has the right to waive such Condition, SIX has stated
in writing that it shall not do so; or (b) any Condition which is incapable of
waiver is (or has become) incapable of satisfaction by the Long Stop Date, in
each case in circumstances where the invocation of the relevant Condition is
permitted by the Panel; (iv) if the Scheme is not approved at the Court
Meeting, the Aquis Resolutions are not passed at the General Meeting or the
Court refuses to sanction the Scheme; or (v) unless otherwise agreed by the
parties in writing or required by the Panel, the Effective Date has not
occurred by the Long Stop Date; and
· on the Effective Date.
13. Structure of the Offer
Structure
It is intended that the Offer will be implemented by means of a
Court-sanctioned scheme of arrangement between Aquis and the Scheme
Shareholders under Part 26 of the Companies Act. SIX reserves the right to
elect to effect the Offer by way of a Takeover Offer (subject to the consent
of the Panel (where necessary) and the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for SIX to become the holders of the
entire issued and to be issued ordinary share capital of Aquis. This is to be
achieved by the transfer of the Scheme Shares to SIX, in consideration for
which Scheme Shareholders will receive the Cash Consideration on the basis set
out in paragraph 2 of this Announcement.
The Cash Consideration payable under the terms of the Offer will be despatched
to Aquis Shareholders within 14 days of the Effective Date.
Conditions to the Offer
The Offer is subject to the Conditions, certain further terms referred to in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document, and shall only become Effective if, among other
things, the following events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is passed by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders;
· the Aquis Resolution(s) required to implement the Offer
are duly passed by Aquis Shareholders at the General Meeting (which will
require approval of Aquis Shareholders representing at least 75 per cent. of
the votes validly cast at such General Meeting, either in person or by proxy);
· certain regulatory approvals having been obtained from,
or if applicable non-objection by, the FCA, ACPR, FINMA, CNMC and/or if
required, the European Commission and the CMA, as described in Appendix 1
(unless waived, if applicable);
· following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with modification
on terms agreed by SIX and Aquis); and
· following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraph 2 of Part A of Appendix 1 to this
Announcement provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on
or before the 22(nd) day after the expected date of such meetings to be set
out in the Scheme Document in due course (or such later date, if any, (a) as
SIX and Aquis may agree or (b) (in a competitive situation) as may be
specified by SIX with the consent of the Panel, and in each case that (if so
required) the Court may allow);
· the Court hearing to sanction the Scheme is not held on
or before the 22(nd) day after the expected date of such hearing to be set out
in the Scheme Document in due course (or such later date, if any, (a) as SIX
and Aquis may agree or (b) (in a competitive situation) as may be specified by
SIX with the consent of the Panel, and in each case that (if so required) the
Court may allow); or
· the Scheme does not become Effective on or before the
Long Stop Date (or such later date, if any, (a) as SIX and Aquis may agree or
(b) (in a competitive situation) as may be specified by SIX with the consent
of the Panel, and in each case that (if so required) the Court may allow).
Effect of the Scheme and publication of the Scheme Document
Subject to the satisfaction (or, where applicable, waiver) of the Conditions
and the further terms set out in Appendix 1 to this Announcement, the
Scheme is expected to become Effective in Q2 2025.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) entitlements to Aquis Shares held
within the CREST system will be cancelled; and (iii) share certificates in
respect of Aquis Shares will cease to be valid. Aquis Shareholders shall be
required to return share certificates to Aquis or destroy them following the
Effective Date.
Any Aquis Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme and any Aquis Shares issued following the Scheme Record
Time will be transferred to SIX (or as it may direct) in exchange for the same
consideration as would be due under the Scheme (in each case, subject to the
Scheme becoming Effective in accordance with its terms). The Aquis
Resolution(s) at the General Meeting will, amongst other matters, provide that
the Aquis Articles be amended to incorporate provisions requiring any Aquis
Shares issued after the Scheme Record Time (other than to SIX and/or its
nominees) to be automatically transferred to SIX (and, where applicable, for
the Cash Consideration to be paid to the original recipient of the Aquis
Shares so issued) on the same terms as the Offer (other than terms as to
timings and formalities). The provisions of the Aquis Articles (as amended)
will avoid any person (other than SIX and its nominees) holding shares in the
capital of Aquis after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and General Meeting, will be set out in the
Scheme Document. The Scheme Document, together with the associated Forms of
Proxy, will be made available to Aquis Shareholders as soon as reasonably
practicable, and in any event within 28 days of this Announcement (or such
later time as SIX, Aquis and the Panel agree and, if required, the Court may
approve). The General Meeting is expected to be held immediately after the
Court Meeting.
The Scheme will be governed by English law and is subject to the jurisdiction
of the Court. The Scheme will also be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM
Rules and the Aquis Rules.
14. Cancellation of trading of shares and re-registration
It is intended that: (a) an application will be made to the London Stock
Exchange to cancel the admission to trading in Aquis Shares on AIM; and (b) a
request will be made to withdraw Aquis Shares from trading on the Aquis Stock
Exchange, with such cancellation and/or withdrawal expected to take effect
shortly after the Effective Date. The last day of dealings in, and
registration of transfers of, Aquis Shares on AIM and the Aquis Stock Exchange
is expected to be the date of the Court hearing to sanction the Scheme and no
transfers will be registered after 6.00 pm (London time) on that date.
On the Effective Date, share certificates in respect of Aquis Shares will
cease to be valid and entitlements to Aquis Shares held within the CREST
system will be cancelled. Aquis Shareholders shall be required to return share
certificates to Aquis or destroy them following the Effective Date.
It is also proposed that, on or following the Effective Date and after the
cancellation of its shares from trading, Aquis will be re-registered as a
private limited company under the relevant provisions of the Companies Act.
15. Disclosure of interests in Aquis
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings and letters of intent referred to in paragraph 6 of
this Announcement or as disclosed below, neither SIX, nor any of its
directors, nor, so far as SIX is aware, any person acting in concert (within
the meaning of the Takeover Code) with any of them for the purposes of the
Offer had:
(i) any interest in or right to subscribe for any relevant
securities of Aquis;
(ii) any short positions in respect of relevant securities of
Aquis (whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery;
(iii) borrowed or lent any relevant securities of Aquis
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed relevant securities of Aquis which had been either on-lent or sold;
or
(iv) entered into any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover Code.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
Name Nature of interest Number of Aquis Shares held Percentage of Aquis' issued share capital as at close of business on 7
November 2024
UBS AG Ordinary shares 61,054 0.22%
It has not been possible for SIX to make enquiries of all of its concert
parties in advance of the release of this Announcement. Therefore, if SIX
becomes aware, following the making of such enquiries, that any of its concert
parties have any interests in relevant securities of Aquis, all relevant
details in respect of SIX's concert parties will be included in the Opening
Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8
of the Takeover Code which must be made on or before 12 noon (London time) on
25 November 2024.
16. General
SIX reserves the right to elect (with the consent of the Panel and subject to
the terms of the Co-operation Agreement) to implement the Offer by way of a
Takeover Offer for the entire issued and to be issued ordinary share capital
of Aquis as an alternative to the Scheme. In such event, the Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method effecting the Offer (including,
without limitation) inclusion of an acceptance condition set at 75 per cent.
of the Aquis Shares (or such lesser percentage as SIX may decide after, to the
extent necessary, consultation with the Panel, being in any case more than 50
per cent. of the Aquis Shares), the inclusion of a long-stop date on which the
Takeover Offer will cease to proceed, will lapse or will be withdrawn in
certain circumstances, and those amendments required by, or deemed appropriate
by, SIX under applicable law.
The Offer will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document in due course. The sources and bases of certain
financial information contained in this Announcement are set out in
Appendix 2 to this Announcement. A summary of the irrevocable undertakings
given in relation to the Offer is contained in Appendix 3 to this
Announcement. Certain terms used in this Announcement are defined in
Appendix 4 to this Announcement.
UBS, Evercore, Investec, Canaccord Genuity and VSA Capital have each given and
not withdrawn their consent to the inclusion in this Announcement of the
references to their names in the form and context in which they appear.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Such offer will be contained in the Scheme
Document. Aquis Shareholders are advised to read carefully the Scheme Document
and associated Forms of Proxy once they have been dispatched.
The availability of the Offer to Aquis Shareholders who are not resident in
and citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Aquis Shareholders who are in any doubt regarding such matters
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
17. Documents available on website
Copies of the following documents will be made available on SIX's and Aquis'
websites at www.six-group.com/recommended-offer-aquis
(http://www.six-group.com/recommended-offer-aquis) and
www.aquis.eu/investors/offer-documentation
(http://www.aquis.eu/investors/offer-documentation) respectively by no later
than noon on the Business Day following this Announcement and until the end of
the Offer:
· this Announcement;
· the irrevocable undertakings referred to in paragraph 6
of this Announcement and summarised in Appendix 3 to this Announcement;
· the documents relating to the financing of the Offer
referred to in paragraph 11 of this Announcement;
· the Confidentiality Agreement referred to in paragraph 12
of this Announcement;
· the Confidentiality and Joint Defence Agreement referred
to in paragraph 12 of this Announcement;
· the Clean Team Agreement referred to in paragraph 12 of
this Announcement;
· the Co-operation Agreement referred to in paragraph 12 of
this Announcement; and
· the written consent letter from each of UBS, Evercore,
Investec, Canaccord Genuity and VSA Capital as referred to in paragraph 16 of
this Announcement.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
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
Alasdair Haynes
Richard Fisher
Adele Gilbert
Evercore (Lead Financial Adviser to Aquis) +44 (0)20 7653 6000
Ollie Clayton
Ed Banks
Max Fallstrom
Harrison George
Investec (NOMAD, Joint Broker & Joint Financial Adviser 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 (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
Robert Collett-Creedy
Clifford Chance LLP is acting as legal adviser to SIX.
Slaughter and May is acting as legal adviser to Aquis.
Important notices about financial advisers
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.
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.
Inside Information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for making this Announcement on behalf of Aquis is
Philip Olm (Company Secretary).
Further Information
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 an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Offer otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Offer will be made solely by means of the Scheme Document (or,
if the Offer is implemented by way of a Takeover Offer, the offer document)
which, together with any related forms of proxy, will contain the full terms
and conditions of the Offer, including details of how to vote in respect of
the Scheme. Any decision in respect of, or other response to, the Offer should
be made only on the basis of the information contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document).
Aquis will prepare the Scheme Document to be distributed to Aquis
Shareholders. Aquis and SIX urge Aquis Shareholders to read the Scheme
Document (or any other document by which the Offer is made) in full when it
becomes available because it will contain important information relating to
the Offer, including details of how to vote in respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Offer to Aquis
Shareholders who are not resident in the United Kingdom, may be restricted by
the laws of those jurisdictions and therefore persons into whose possession
this Announcement comes should inform themselves about and observe such
restrictions. 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. Further details in
relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Offer is implemented by way of a Takeover Offer, the offer
document). Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by SIX or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Offer(including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Offer is implemented by way of Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover Offer may
not be made, directly or indirectly, in or into, or by use of mails or any
other means or instrumentality (including, without limitation, facsimile,
e-mail or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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. Nothing in this Announcement should be relied on for any other
purpose.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the
Aquis Rules.
Additional information for US investors
The Offer relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which differ from
the disclosure requirements of the US tender offer and proxy solicitation
rules.
If, in the future, SIX exercises its right to implement the Offer by way of a
Takeover Offer, which is to be made into the US, such Takeover Offer will be
made in compliance with the applicable US laws and regulations, including
Section 14(e) and Regulation 14E under the US Exchange Act. Such a Takeover
Offer would be made in the US by SIX and no one else.
In the event that the Offer is implemented by way of Takeover Offer, in
accordance with, and to the extent permitted by, the Takeover Code and normal
UK market practice, UBS and their respective affiliates may continue to act as
exempt principal traders or exempt market makers in Aquis Shares on the London
Stock Exchange and will engage in certain other purchasing activities
consistent with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, SIX,
its affiliates, their advisers and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares in Aquis
outside the Offer, such as in open market purchases or privately negotiated
purchases, during the period in which the Offer remains open for acceptance.
If such purchases or arrangements to purchase were to be made, they would be
made outside the US and would comply with applicable law, including UK laws
and the US Exchange Act. Any such purchases by SIX or its affiliates will not
be made at prices higher than the price of the Offer provided in this
Announcement unless the price of the Offer is increased accordingly. Any
information about such purchases or arrangements to purchase shall be
disclosed as required under UK laws and will be available to all investors
(including US investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be
publicly disclosed in the United States.
It may be difficult for US holders of Aquis Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Offer, since SIX and Aquis are located in a non-US jurisdiction, and some or
all of their officers and directors may be residents of a non-US jurisdiction.
US holders of Aquis Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this Announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Offer nor this Announcement have been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, or determined if the information contained in this
Announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for
the transfer of its Aquis Shares pursuant to the Offer will likely be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each US holder of
Aquis Shares is urged to consult their independent legal, tax and financial
advisers regarding the tax consequences of the Offer applicable to them,
including under applicable US state and local, as well as overseas and other,
tax laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by SIX or Aquis may contain statements about SIX and Aquis that are
or may be deemed to be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates", "estimates",
"projects", "is subject to", "budget", "scheduled", "forecast" or words or
terms of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of SIX's or Aquis' operations and potential
synergies resulting from the Offer; and (iii) the effects of government
regulation on SIX's or Aquis' business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of SIX and Aquis about future events, and are therefore subject to
risks and uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause actual results
to differ materially from those projected or implied in any forward looking
statements, including: increased competition, the loss of or damage to one or
more key customer relationships, changes to customer ordering patterns, delays
in obtaining customer approvals for engineering or price level changes, the
failure of one or more key suppliers, the outcome of business or industry
restructuring, the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes in raw
materials or energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future offer opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward looking statements. Such forward looking statements
should therefore be construed in light of such factors. Neither SIX nor Aquis,
nor any of their respective associates or directors, officers or advisers,
provides 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. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking statements,
which speak only as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the SIX Group or the Aquis
Group, or any of their respective associates, directors, officers, employees
or advisers, are expressly qualified in their entirety by the cautionary
statement above.
SIX and Aquis expressly disclaim any obligation to update any forward looking
or other statements contained herein, except as required by applicable law or
by the rules of any competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Aquis for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Aquis.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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).
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 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.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on SIX's website at www.six-group.com/recommended-offer-aquis
(http://www.six-group.com/recommended-offer-aquis) and Aquis' website at
www.aquis.eu/investors/offer-documentation
(http://www.aquis.eu/investors/offer-documentation) by no later than 12.00
noon (London Time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Information relating to Aquis Shareholders
Please be aware that addresses, electronic addresses and certain other
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 Takeover Code.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Aquis Shareholders,
participants in the Aquis Share Plans and persons with information rights may
request a hard copy of this Announcement, free of charge, by contacting Aquis'
registrars, Equiniti Limited, during business hours on +44 (0)371 384 2030, or
by submitting a request in writing to Aspect House, Spencer Road, Lancing
Business Park, West Sussex, BN99 6DA. If calling from outside of the UK,
please ensure the country code is used. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information in relation
to the Offer are sent to them in hard copy form. Please note that Equiniti
Limited cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE Offer
Part A: CONDITIONS TO THE SCHEME AND THE Offer
Long Stop Date
1. The Offer will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the Takeover Code, by not
later than the Long Stop Date.
Scheme approval Conditions
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and (ii) such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, (a) as SIX and Aquis may agree or (b) (in
a competitive situation) as may be specified by SIX with the consent of the
Panel, and in each case that (if so required) the Court may allow);
(b) (i) the Aquis Resolution(s) being duly passed by the
requisite majority or majorities of Aquis Shareholders at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22nd day after the expected date of such meeting to be set out in
the Scheme Document in due course (or such later date, if any, (a) as SIX and
Aquis may agree or (b) (in a competitive situation) as may be specified by SIX
with the consent of the Panel, and in each case that (if so required) the
Court may allow);
(c) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms acceptable
to Aquis and SIX); and (ii) Court hearing to sanction the Scheme being held on
or before the 22nd day after the expected date of such hearing to be set out
in the Scheme Document in due course (or such later date, if any, (a) as SIX
and Aquis may agree or (b) (in a competitive situation) as may be specified by
SIX with the consent of the Panel, and in each case that (if so required) the
Court may allow); and
(d) the delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3. In addition, subject as stated in Part B of this Appendix
1, and to the requirements of the Panel, SIX and Aquis have agreed that the
Offer will be conditional upon the following Conditions and, accordingly, the
necessary actions to make the Scheme Effective will not be taken unless the
following Conditions (as amended if appropriate) have been satisfied or, where
relevant, waived:
Regulatory
(a) in respect of SIX and each other person (if any) required to
give a notice under section 178(1) FSMA in connection with the Offer, the
appropriate regulator (as defined in section 178(2A) FSMA) of the UK
authorised person (as defined in section 191G FSMA) with respect to whom the
Offer contemplates an acquisition of control (within the meaning of Part XII
FSMA):
(i) having given notice for the purposes of section 189(4)(a)
FSMA that it has determined to approve such acquisition of control
unconditionally;
(ii) having given a decision notice for the purposes of section
189(7) FSMA that it has determined to approve such acquisition of control on
terms that are reasonably satisfactory to SIX; or
(iii) being treated, by virtue of section 189(6) FSMA, as having
approved such acquisition of control,
where references to "FSMA" are read, where applicable, with the Financial
Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (as amended
from time to time);
(b) in respect of SIX and each other person (if any) required to
give a notice under section 301A(1) FSMA in connection with the Offer, the
FCA, in respect of the recognised investment exchange (as defined in section
313(1) FSMA) with respect to whom the Offer contemplates an acquisition of
control (within the meaning of section 301D FSMA):
(i) having given notice for the purposes of section 301G(3)(a)
FSMA that it has determined to approve such acquisition of control; or
(ii) being treated, by virtue of section 301G(4) FSMA, as having
approved such acquisition of control;
(c) in respect of SIX and each other person (if any) required to
give notice under article L. 531-6 of the FMFC in connection with the Offer,
the French Autorité de contrôle prudentiel et de résolution (ACPR) having
approved the acquisition of a qualified participation in an investment firm
(as defined in Article L. 531-4 of the FMFC) leading to SIX and each other
person (if any) to holding more than 50% of the capital and voting rights in
that investment firm (in accordance with article 7 of the French Arrêté du
4 décembre 2017 relatif à l'agrément, aux modifications de situation, au
retrait de l'agrément et à la radiation des entreprises d'investissement et
des établissements assimilés, as amended from time to time);
(d) each of Aquis and Aquis Exchange Europe SAS having notified
FINMA under the Swiss Federal Act on Financial Market Infrastructures and
their pertaining recognition decrees, as applicable, of the change in control
contemplated in connection with the Offer and either:
(i) FINMA having approved, or confirmed that it does not
object to, that change in control; or
(ii) no objection having been received by Aquis and Aquis
Exchange Europe SAS in response to that notification by the date falling two
weeks after the later of the dates on which the conditions set out in
paragraphs 3(a) and 3(c) are satisfied or waived;
(e) SIX Group AG having notified FINMA under the Swiss Federal
Act on Financial Market Infrastructures and its decree on consolidated
supervision, as applicable, of the acquisition of a qualified participation in
Aquis as contemplated in connection with the Offer and either:
(i) FINMA having approved, or confirmed that it does not
object to, that acquisition; or
(ii) no objection having been received by SIX Group AG in
response to that notification by the date falling two weeks after the later of
the dates on which the conditions set out in paragraphs 3(a) and 3(c) are
satisfied or waived;
Antitrust
UK/CMA
(f) the CMA confirming in writing in response to a briefing
paper submitted by SIX (either initially, or after one or more requests for
further information), that it has no further questions in relation to the
Offer and, as at the date on which all other Conditions are satisfied or
waived in relation to the Offer, the CMA having not otherwise opened an
investigation into, or indicated that it is still investigating, the Offer; or
(g) on terms reasonably satisfactory to SIX:
(i) following a decision to open a phase 1 merger review in
relation to the Offer, the CMA confirming that the Offer or any matter arising
therefrom or related thereto or any part of it will not be subject to a Phase
2 reference under section 33 of the Enterprise Act 2002 or on any other
statutory basis (a "Phase 2 CMA Reference"), or the applicable time period for
the CMA to make a Phase 2 CMA Reference having expired without the CMA having
made such a Phase 2 CMA Reference; or
(ii) in the event that there is a Phase 2 CMA Reference: (i)
confirmation from the CMA that the Offer may proceed on terms reasonably
satisfactory to SIX; and (ii) to the extent relevant, all conditions or
obligations to which such confirmation(s) is or are (as applicable) subject
and which are required to be satisfied and/or complied with prior to
completion of the Offer having been satisfied or complied with;
Spain
(h) the granting by the CNMC of the express clearance of the
Offer on terms reasonably satisfactory to SIX under Article 57.2 (a) or (b);
or 58.4(a) or (b) of Law 15/2007 on the Defence of Competition ("Law
15/2007"), or the implied clearance of the Offer pursuant to Article 38.2 or
38.3 in relation to Article 36.2(a) or 36.2(b) of Law 15/2007, save to the
extent that the Offer or any part of it is to be examined by the European
Commission as a result of a decision under Article 22(3) of the EU Merger
Regulation;
European Commission
(i) in the event that SIX or Aquis is notified by the European
Commission of a request by an EU Member State or that an EU Member State is
considering making a request that the Offer be examined by the European
Commission under Article 22(2) of Council Regulation (EC) No. 139/2004 (the
"EU Merger Regulation"), one of the following having occurred:
(i) the European Commission notifying SIX and/or Aquis that it
will not accept a reference by an EU Member State of the Offer under Article
22(3) of the EU Merger Regulation; or
(ii) to the extent that the Offer or any part of it is to be
examined by the European Commission as a result of a decision under Article
22(3) of the EU Merger Regulation:
(A) the European Commission taking a decision (or being deemed to
have taken a decision under Article 10(6) of the EU Merger Regulation) on
terms reasonably satisfactory to SIX, under Article 6(1)(b), 6(2), 8(1) or
8(2) of the EU Merger Regulation declaring the proposed acquisition compatible
with the internal market; and
(B) if one or more EU Member State(s) retain(s) jurisdiction over
any part(s) of the Offer, satisfaction of the applicable condition set out in
3(h), with respect to such EU Member State; or
(iii) the European Commission notifying SIX and/or Aquis that the
EU Member State that was considering making an Article 22 request has decided
not to do so;
Other third party clearances
(j) other than in respect of or in connection with the
Conditions set out in paragraphs 3(a) to 3(i), no Third Party having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
alter the terms envisaged for such divestiture by any member of the Wider SIX
Group or by any member of the Wider Aquis Group of all or any part of its
businesses, assets or property (including, shares or other securities (or
equivalent)) or impose any limitation on the ability of all or any of them to
conduct their businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof) to an extent which is
material in the context of the Wider SIX Group or the Wider Aquis Group, in
either case taken as a whole;
(ii) require any member of the Wider SIX Group or the Wider
Aquis Group to acquire or offer to acquire any shares, other securities (or
the equivalent) or interest in any member of the Wider Aquis Group or the
Wider SIX Group or any asset owned by any third party (other than in the
implementation of the Offer, or, if applicable, pursuant to sections 974 to
991 of the Companies Act), which is material in the context of the Wider SIX
Group or the Wider Aquis Group, in either case taken as a whole;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider SIX Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in, or to exercise voting
or management control over, any member of the Wider Aquis Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, profits, or prospects of the Wider Aquis Group and the Wider
SIX Group taken as a whole;
(v) result in any member of the Wider Aquis Group or any member
of the Wider SIX Group ceasing to be able to carry on business under any name
under which it presently carries on business, to an extent which is material
in the context of the Wider SIX Group or the Wider Aquis Group, in either case
taken as a whole;
(vi) make the Offer or its implementation void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or materially
delay or materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially
challenge, impede or interfere with, or require material amendment of the
Offer; or
(vii) impose any material limitation on or result in any material
delay in the ability of any member of the Wider SIX Group or any member of the
Wider Aquis Group to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member of the Wider
SIX Group and/or the Wider Aquis Group in a manner which is materially adverse
in the context of the Wider SIX Group or Wider Aquis Group, in either case
taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Offer or otherwise intervene having expired, lapsed or been
terminated;
(k) other than in respect of or in connection with the
Conditions set out in paragraphs 3(a) to 3(i), all filings, applications
and/or notifications which are necessary in connection with the Offer having
been made and all relevant waiting periods and other time periods (including
any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Offer or the carrying on by any member of
the Wider Aquis Group of a material part of its business;
(l) other than in respect of or in connection with the
Conditions set out in paragraphs 3(a) to 3(i), all necessary Authorisations
for the proposed Offer to acquire any shares or other securities in, or
control of, Aquis by any member of the Wider SIX Group having been obtained
from all necessary Third Parties, and all such Authorisations, together with
all Authorisations which are necessary or appropriate to carry on the business
of any member of the Wider Aquis Group that is material in the context of the
Wider Aquis Group, remaining in full force and effect and all filings
necessary for such purpose have been made and there being no notice or
intimation of any intention to revoke, suspend, restrict, modify or not to
renew any of the same at the time at which the Offer becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
Certain matters arising as a result of any arrangement, agreement, etc.
(m) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Aquis Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Offer or because of a
change in the control or management of any member of the Wider Aquis Group or
otherwise, would reasonably be expected to result in, in each case to an
extent which is material in the context of the Wider Aquis Group as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any member
of the Wider Aquis Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Aquis Group under any such arrangement, agreement,
licence, permit, lease or instrument or the interests or business of any
member of the Wider Aquis Group in or with any other person or body or firm or
company (or any agreement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or adversely modified
or affected or any onerous obligation or liability arising or any action being
taken thereunder;
(iii) any member of the Wider Aquis Group ceasing to be able to
carry on business under any name under which it presently carries on business,
to an extent which is material in the context of the Wider Aquis Group taken
as a whole;
(iv) any assets or interests of any member of the Wider Aquis
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Aquis Group otherwise than in the ordinary course
of business;
(v) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider Aquis Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;
(vi) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider Aquis Group being
prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Aquis Group, other than trade creditors
or other liabilities incurred in the ordinary course of business;
(viii) any liability of any member of the Wider Aquis Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business or as permitted
or countenanced by the Co-operation Agreement; or
(ix) any requirement of any member of the Wider Aquis Group to
acquire, subscribe, pay up or repay any shares or other securities (or the
equivalent),
and, no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Aquis Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or would reasonably
be expected to result in any of the events or circumstances as are referred to
in Conditions 3(m)(i) to 3(m)(ix), in each case to an extent or in a manner
which is material in the context of the Wider Aquis Group taken as a whole;
Certain events occurring since 31 December 2023
(n) except as Disclosed, no member of the Wider Aquis Group
having since 31 December 2023:
(i) save as between Aquis and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries and save for the issue of Aquis Shares
on the exercise of options and the vesting of awards under the Aquis Share
Plans, issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue, of additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Aquis
Shares out of treasury;
(ii) recommended, declared, paid or made or proposed or agreed
to recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of Aquis to Aquis or any of its
wholly-owned subsidiaries;
(iii) other than pursuant to the Offer (and except for
transactions between Aquis and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Aquis and transactions in the ordinary course of
business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings, in each case to an extent which is material in
the context of the Wider Aquis Group taken as a whole;
(iv) except for transactions between Aquis and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Aquis and except for
transactions in the ordinary course of business disposed of, or transferred,
mortgaged or created any security interest over any material asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so to an extent which, in each case, is material in the
context of the Wider Aquis Group taken as a whole;
(v) except for transactions between Aquis and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Aquis issued,
authorised, made or proposed or announced an intention to issue, authorise or
make any change in or to the terms of any debentures or loan capital or become
subject to any contingent liability or incurred or increased any indebtedness
to an extent which, in each case, is material in the context of the Wider
Aquis Group taken as a whole;
(vi) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Aquis Group, which are material in
the context of the Wider Aquis Group taken as a whole and outside of the
ordinary course of business;
(vii) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) (otherwise than in the ordinary course of business) which is of a
long term, unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which in any such case, is material in the context of the Aquis
Group, or which is or is reasonably expected to be materially restrictive on
the business of any member of the Wider Aquis Group to an extent which, in
each case, is material in the context of the Wider Aquis Group taken as a
whole;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive of
any member of the Wider Aquis Group, except for salary increases, bonuses or
variations of terms in the ordinary course;
(ix) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the Wider Aquis
Group, which, taken as a whole, are material in the context of the Wider Aquis
Group taken as a whole;
(x) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital, to an extent which is
material in the context of the Wider Aquis Group taken as a whole;
(xi) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of the Wider
Aquis Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Aquis Group and any other person in a manner
which would, or would reasonably be expected to, have a material adverse
effect on the financial position of the Wider Aquis Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of
association or other incorporation documents (in each case, other than in
connection with the Offer);
(xiv) in relation to any pension scheme or other retirement, leaving
service or death benefit arrangement established for any directors, former
directors, employees or former employees of any entity in the Wider Aquis
Group or their dependants and established by a member of the Wider Aquis Group
(a "Relevant Pension Plan"), except in relation to changes made or agreed as a
result of, or arising from, changes to legislation, made or agreed or
consented to any change to:
(A) the terms of the trust deeds and rules constituting any
Relevant Pension Plan;
(B) the contributions payable to any Relevant Pension Plan or to
the benefits which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of
any Relevant Pension Plan are funded, valued, made, agreed or consented to,
where to do so has or is reasonably likely to have a material impact on the
Wider Aquis Group;
(xv) established or proposed the establishment of any Relevant
Pension Plan to the extent which is material in the context of the Wider Aquis
Group taken as a whole, and other than as required in accordance with
applicable law;
(xvi) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business which is material in the context of the Wider Aquis Group
taken as a whole;
(xvii) (other than in respect of a member of the Wider Aquis Group which
is dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened against
it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xviii) entered into or implemented any joint venture, asset or profit
sharing arrangement, partnership or merger of business or corporate entities
which is material in the context of the Wider Aquis Group taken as a whole;
(xix) taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Aquis
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code; or
(xx) entered into any agreement, arrangement, commitment or contract
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(n);
No adverse change, litigation, regulatory enquiry or similar
(o) except as Disclosed, since 31 December 2023 there having
been:
(i) no adverse change and no circumstance having arisen which
would be or would reasonably be expected to result in any material adverse
change in, the business, assets, value, financial or trading position or
profits or prospects or operational performance of any member of the Wider
Aquis Group which is material in the context of the Wider Aquis Group taken as
a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Aquis Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Aquis Group, in each case which is or
would be expected to be material in the context of the Wider Aquis Group taken
as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Aquis Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Aquis Group,
in each case which would reasonably be expected to have a material adverse
effect on the Wider Aquis Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to SIX or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider Aquis
Group to an extent which is material in the context of the Wider Aquis Group
taken as a whole;
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Aquis Group which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which would
reasonably be expected to have a material adverse effect on the Wider Aquis
Group taken as a whole; and
(vi) no member of the Wider Aquis Group having conducted its
business in breach of any applicable laws and regulations in manner which is
material in the context of the Wider Aquis Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(p) except as Disclosed, SIX not having discovered that:
(i) any financial, business or other information concerning
the Wider Aquis Group publicly announced before the date of the Announcement
or disclosed at any time to any member of the Wider SIX Group by or on behalf
of any member of the Wider Aquis Group before the date of this Announcement is
misleading, contains a misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, and which is, in any case,
material in the context of the Wider Aquis Group taken as a whole;
(ii) any member of the Wider Aquis Group or any partnership,
company or other entity in which any member of the Wider Aquis Group has a
significant economic interest and which is not a subsidiary undertaking of
Aquis is subject to any liability, contingent or otherwise, which is material
in the context of the Wider Aquis Group taken as a whole; or
(iii) any past or present member of the Wider Aquis Group has not
complied with any applicable legislation, regulations or other requirements of
any jurisdiction or any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or otherwise
relating to environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider Aquis Group, in each case to an extent which
is material in the context of the Wider Aquis Group taken as a whole;
Intellectual property
(q) except as Disclosed and since 31 December 2023, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider Aquis Group
which would have a material adverse effect on the Wider Aquis Group taken as a
whole, including:
(i) any member of the Wider Aquis Group losing its title to
any intellectual property used in its business, or any intellectual property
owned by any member of the Wider Aquis Group and material to its business
being revoked, cancelled or declared invalid; or
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
Aquis Group to, or the validity or effectiveness of, any of its intellectual
property; or
(iii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Aquis Group being terminated or
varied, and
Anti-corruption, sanctions and criminal property
(r) except as Disclosed, SIX not having discovered:
(i) (i) any past or present member, director, officer or
employee of the Wider Aquis Group, in connection with their position at the
Wider Aquis Group, is or has at any time engaged in any activity, practice or
conduct (or omitted to take any action) which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as
amended, or any other anti-corruption legislation applicable to the Wider
Aquis Group or (ii) any past or present member of the Wider Aquis Group or any
person that performs or has performed services for or on behalf of the Wider
Aquis Group is or has at any time engaged in any activity, practice or conduct
in connection with the performance of such services which would constitute an
offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977, as amended, or any other applicable anti-corruption legislation;
(ii) any asset of any member of the Wider Aquis Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
(iii) any past or present member, director, officer or employee of
the Wider Aquis Group or any other person for whom any such person may be
liable or responsible, has engaged in any business with, made any investments
in, made any funds or assets available to or received any funds or assets
from: (i) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US, UK or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Revenue &
Customs; or (ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states or any other
governmental or supranational body or authority in any jurisdiction, except as
may have been licensed by the relevant authority; or
(iv) a member of the Wider Aquis Group has engaged in any
transaction or conduct which would cause any member of the Wider Aquis Group
or the Wider SIX Group to be in breach of any applicable law or regulation
upon the completion of the Offer, including any economic sanctions of the
United States Office of Foreign Assets Control or HM Revenue & Customs, or
any government, entity or individual targeted by any of the economic sanctions
of the United Nations, the United States, the United Kingdom or the European
Union or any of its member states.
Part B: FURTHER TERMS OF THE Offer
1. The Conditions set out in paragraphs 2(a), 2(b) and 3(a) to
(r) (inclusive) of Part A above must each be fulfilled or (if capable of
waiver) be waived by SIX prior to the commencement of the Sanction Hearing,
failing which the Scheme will lapse.
2. Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, SIX reserves the right in its
sole discretion to waive:
(a) the deadlines set out in paragraph 1 of Part A above, and
any of the deadlines set out in paragraphs 2(a)(ii), 2(b)(ii) and 2(c)(ii) of
Part A above for the timing of the Court Meeting, the General Meeting and/or
the Sanction Hearing. If any such deadline is not met, SIX will make an
announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with Aquis to extend the deadline in relation to the relevant Condition. For
the avoidance of doubt, the Conditions set out in paragraphs 2(a)(i), 2(b)(i),
2(c)(i), and 2(d) of Part A above cannot be waived; and
(b) in whole or in part, all or any of the above Conditions set
out in paragraphs 3(a) to (r) (inclusive) of Part A above.
3. SIX shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to waive, by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
4. If SIX is required by the Panel to make an offer for Aquis
Shares under the provisions of Rule 9 of the Takeover Code, SIX may make such
alterations to any of the above Conditions and terms of the Offer as are
necessary to comply with the provisions of Rule 9.
5. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 6, SIX may only invoke a Condition so as to cause the Offer not to
proceed, to lapse or to be withdrawn with the consent of the Panel and any
Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived
by SIX. The Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material
significance to SIX in the context of the Offer. This will be judged by
reference to the facts of each case at the time that the relevant
circumstances arise.
6. Conditions 1, 2(a), 2(b), 2(c) and
2(d) of Part A above and, if applicable, any acceptance condition if
the Offer is implemented by means of a Takeover Offer, are not subject to Rule
13.5(a) of the Takeover Code.
7. The Aquis Shares to be acquired under the Offer will be
acquired with full title guarantee, fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with all rights
now or hereafter attaching or accruing to them, including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions and any return of capital (whether by reduction of share
capital or share premium account or otherwise) declared, made, paid or
becoming payable by reference to a record date falling on or after the
Effective Date and any dividend, distribution or return of capital in respect
of which a corresponding reduction in the consideration payable under the
terms of the Offer has been made as described in paragraph 8 below.
8. Subject to the terms of the Offer, if, on or after the date
of this Announcement and on or prior to the Effective Date, any dividend
and/or other distribution and/or return of capital is authorised, declared,
made or paid or becomes payable in respect of Aquis Shares, SIX reserves the
right to reduce the Cash Consideration payable under the terms of the Offer by
an amount equal to all or part of any such dividend and/or other distribution
and/or return of capital, in which case: (a) any reference in this
Announcement or in the Scheme Document to the Cash Consideration for the Aquis
Shares will be deemed to be a reference to the Cash Consideration as so
reduced; and (b) the relevant Aquis Shareholders will be entitled to receive
and retain any such dividend and/or other distribution and/or return of
capital authorised, declared, made or paid. To the extent that any such
dividend, distribution or return of capital is authorised, declared, made or
paid or becomes payable: (x) pursuant to the Offer on a basis which entitles
SIX to receive the dividend or distribution or return of capital and to retain
it; or (y) is subsequently cancelled, the Cash Consideration will not be
subject to change in accordance with this paragraph. Any exercise by SIX of
its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Offer.
9. SIX reserves the right to elect (with the consent of the
Panel (where necessary) and subject to the terms of the Co-operation
Agreement) to implement the Offer by way of a Takeover Offer as an alternative
to the Scheme. In such event, the offer will be implemented on substantially
the same terms subject to appropriate amendments, including (without
limitation) an acceptance condition set at 75 per cent. (or such lesser
percentage as SIX may decide after, to the extent necessary, consultation with
the Panel, being in any case more than 50 per cent. of the Aquis Shares), so
far as applicable, as those which would apply to the Scheme. Further, if
sufficient acceptances of such Takeover Offer are received and/or sufficient
Aquis Shares are otherwise acquired, it is the intention of SIX to apply the
provisions of the Companies Act to acquire compulsorily any outstanding Aquis
Shares to which such Takeover Offer relates.
10. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable legal and regulatory requirements.
11. The Offer is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of 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.
12. The Scheme will be governed by English law and is subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this Appendix 1 to this Announcement, and to the full terms and
Conditions to be set out in the Scheme Document. The Offer will be subject to
the applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange (including the AIM Rules and the Aquis Rules) and the FCA.
13. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. all references to Aquis Shares are to Aquis ordinary shares
of 10 pence each;
2. the value of £207 million attributed to the fully diluted
issued share capital of Aquis using the treasury stock method has been
calculated based on 727 pence per Aquis Share and:
(a) 27,563,781 Aquis Shares in issue; and
(b) a maximum of 1,997,494 Aquis Shares to be issued on the
exercise of options and vesting of awards under the Aquis Share Plans,
adjusted for the relevant strike prices using the treasury stock methodology
less
(c) 1,133,023 Aquis Shares held by the employee benefit trust
operated by Aquis that can be used to satisfy the exercise of options and
vesting of awards under the Aquis Share Plans,
in each case as at the Latest Practicable Date;
3. the value of £225 million attributed to the fully diluted
issued share capital of Aquis has been calculated based on 727 pence per Aquis
Share and:
(a) 27,563,781 Aquis Shares in issue; and
(b) a maximum of 4,581,727 Aquis Shares to be issued on the
exercise of options and vesting of awards under the Aquis Share Plans, less
(c) 1,133,023 Aquis Shares held by the employee benefit trust
operated by Aquis that can be used to satisfy the exercise of options and
vesting of awards under the Aquis Share Plans,
in each case as at the Latest Practicable Date;
4. the enterprise value of Aquis of £194 million implied by
the Cash Consideration can also be calculated by using the value attributed to
the fully diluted issued share capital using the treasury stock methodology of
Aquis calculated in accordance with paragraph 2 above plus the amount of net
debt calculated as follows:
(a) lease liabilities of £2 million as at 30 June 2024, less
(b) cash and cash equivalents of £15 million as at 30 June
2024;
5. the enterprise value of Aquis of £194 million implied by
the Cash Consideration has been calculated by using the value attributed to
the fully diluted issued share capital of Aquis calculated in accordance with
paragraph 3 above plus the amount of net debt calculated as follows:
(a) lease liabilities of £2 million as at 30 June 2024, less
(b) cash and cash equivalents of £15 million as at 30 June
2024, less
(c) cash inflow from the exercise of options under the Aquis
Share Plans of £19 million as a result of the Cash Consideration;
6. unless stated otherwise, all prices quoted for Aquis Shares
are Closing Prices and are derived from Bloomberg;
7. volume weighted average prices are derived from Bloomberg;
8. certain figures included in this Announcement have been
subject to rounding adjustments; and
9. unless otherwise stated, the financial information relating
to Aquis is extracted from the annual report and accounts and the interim
results of Aquis for the relevant years, and the audited consolidated
financial statements contained therein have been prepared in compliance with
United Kingdom accounting standards, including IFRS and the Companies Act.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
1. Aquis Directors irrevocable undertakings
The following Aquis Directors have given irrevocable undertakings in respect
of the following Aquis Shares beneficially held by them (or their immediate
family) to vote (or procure the voting) in favour of the Scheme at the Court
Meeting and the Aquis Resolution(s) at the General Meeting (or, if the Offer
is implemented by means of a Takeover Offer, to accept or procure the
acceptance of the Takeover Offer):
Name Number of Aquis Shares Percentage of Aquis existing issued ordinary share capital
Glenn Collinson 32,003 0.1%
Alasdair Haynes 1,365,100 5.0%
Richard Fisher 6,146 0.0%
Mark Goodliffe 0 0.0%
Deirdre Somers 0 0.0%
David Vaillant 0 0.0%
Dr Ruth Wandhöfer 747 0.0%
Fields Wicker-Miurin 2,450 0.0%
These irrevocable undertakings also extend to any Aquis Shares acquired by the
Aquis Directors as a result of the vesting of awards or the exercise of
options under the Aquis Share Plans, other than any Aquis Shares acquired
under the Aquis Exchange CSOP, the Aquis Exchange Limited Enterprise
Management Incentive Share Option Plan and the Aquis Exchange PLC Share
Incentive Plan.
The obligations of the Aquis Directors under these irrevocable undertakings
remain binding in the event a higher competing offer is made for Aquis and
will cease to be binding on the earlier of the following occurrences:
· if SIX announces its election to implement the Offer by
way of a Takeover Offer, and the formal document containing the Takeover Offer
is not published within 28 days (or such longer period as the Panel may agree)
after the date of the announcement of such election unless, on or before that
date (as extended, if applicable), SIX announces its election to implement the
Offer by way of a Scheme or otherwise;
· the Scheme or Takeover Offer lapses or is withdrawn in
accordance with its terms and SIX publicly confirms that it does not intend to
proceed with the Offer or to implement the Offer by way of a Takeover Offer or
Scheme or otherwise;
· SIX announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time; or
· the Scheme has not become effective by the Long Stop
Date.
2. Aquis Shareholders irrevocable undertakings
In addition to the Aquis Directors, XTX Investments UK Limited, Gaudenzio
Roveda, Richard Ricci, Kendall Capital Markets, LLC and Jonathan Clelland have
each given to SIX an irrevocable undertaking to vote in favour (or procure the
voting in favour, as applicable) of the Scheme at the Court Meeting and the
Aquis Resolution(s) to be proposed at the General Meeting (or in the event
that the Offer is implemented by way of a Takeover Offer, to accept or procure
the acceptance of such Takeover Offer) in respect of their beneficial holdings
of Aquis Shares:
Name Number of Aquis Shares Percentage of Aquis existing issued ordinary share capital
XTX Investments UK Limited 2,609,745 9.5%
Gaudenzio Roveda 2,558,842 9.3%
Richard Ricci 2,138,182 7.8%
Kendall Capital Markets, LLC 1,362,156 4.9%
Jonathan Clelland 560,213 2.0%
The irrevocable undertakings given by XTX Investments UK Limited and Richard
Ricci will cease to be binding, inter alia:
· if SIX announces its valid and binding election to
implement the Offer by way of a Takeover Offer (as defined below) and the
formal document containing the Takeover Offer is not published within 28 days
(or such longer period as the Panel may agree) after the date of the
announcement of such election unless, on or before that date (as extended, if
applicable), SIX announces its election to implement the Offer by way of a
Scheme or otherwise;
· if the Scheme lapses or is withdrawn in accordance with
its terms (or having announced its election to implement the Offer by way of a
Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and SIX publicly confirms that it does not intend
to proceed with the Offer or to implement the Offer by way of a Takeover Offer
or otherwise;
· if SIX announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· if any competing offer for Aquis is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective; or
· if the Scheme has not become Effective, or become or been
declared unconditional in all respects (as the case may be), on or before
11.59 p.m. on the Long Stop Date.
The irrevocable undertaking given by Gaudenzio Roveda will cease to be
binding, inter alia:
· if SIX announces its valid and binding election to
implement the Offer by way of a Takeover Offer (as defined below) and the
formal document containing the Takeover Offer is not published within 28 days
(or such longer period as the Panel may agree) after the date of the
announcement of such election unless, on or before that date (as extended, if
applicable), SIX announces its election to implement the Offer by way of a
Scheme or otherwise;
· if the Scheme lapses or is withdrawn in accordance with
its terms (or having announced its election to implement the Offer by way of a
Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and SIX publicly confirms that it does not intend
to proceed with the Offer or to implement the Offer by way of a Takeover Offer
or otherwise;
· if SIX announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· if any third party announces, in accordance with the
Takeover Code, a firm intention to make an offer (whether made by way of a
takeover offer or a scheme of arrangement) for the entire issued share capital
of Aquis (a "Competing Offer") at an offer price that is above 800 pence per
Aquis Share;
· if any Competing Offer is declared wholly unconditional
or, if proceeding by way of a scheme of arrangement, becomes effective; or
· if the Scheme has not become Effective, or become or been
declared unconditional in all respects (as the case may be), on or before
11.59 p.m. on the Long Stop Date.
The irrevocable undertaking given by Kendall Capital Markets, LLC will cease
to be binding, inter alia:
· if SIX announces its valid and binding election to
implement the Offer by way of a Takeover Offer (as defined below) and the
formal document containing the Takeover Offer is not published within 28 days
(or such longer period as the Panel may agree) after the date of the
announcement of such election unless, on or before that date (as extended, if
applicable), SIX announces its election to implement the Offer by way of a
Scheme or otherwise;
· if the Scheme lapses or is withdrawn in accordance with
its terms (or having announced its election to implement the Offer by way of a
Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and SIX publicly confirms that it does not intend
to proceed with the Offer or to implement the Offer by way of a Takeover Offer
or otherwise;
· if SIX announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· if any third party announces, in accordance with the
Takeover Code, a firm intention to make an offer (whether made by way of a
takeover offer or a scheme of arrangement) for the entire issued share capital
of Aquis (a "Competing Offer") at an offer price that is above 872 pence per
Aquis Share;
· if any Competing Offer is declared wholly unconditional
or, if proceeding by way of a scheme of arrangement, becomes effective; or
· if the Scheme has not become Effective, or become or been
declared unconditional in all respects (as the case may be), on or before
11.59 p.m. on the Long Stop Date.
The irrevocable undertaking given by Jonathan Clelland will cease to be
binding, inter alia:
· if SIX announces its valid and binding election to
implement the Offer by way of a Takeover Offer (as defined below) and the
formal document containing the Takeover Offer is not published within 28 days
(or such longer period as the Panel may agree) after the date of the
announcement of such election unless, on or before that date (as extended, if
applicable), SIX announces its election to implement the Offer by way of a
Scheme or otherwise;
· if the Scheme lapses or is withdrawn in accordance with
its terms (or having announced its election to implement the Offer by way of a
Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and SIX publicly confirms that it does not intend
to proceed with the Offer or to implement the Offer by way of a Takeover Offer
or otherwise;
· if SIX announces, with the consent of the Panel, that it
does not intend to make or proceed with the Offer and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time; or
· if the Scheme has not become Effective, or become or been
declared unconditional in all respects (as the case may be), on or before
11.59 p.m. on the Long Stop Date.
3. Letters of intent
SIX has received a letter of intent to vote, or procure the voting, in favour
of the Scheme at the Court Meeting and the Aquis Resolution(s) to be proposed
at the General Meeting from each of Schroder Investment Management Limited and
Canaccord Genuity Asset Management Limited, representing, in aggregate,
approximately 12.1 per cent. of the ordinary share capital of Aquis in issue
as at the Latest Practicable Date.
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"AIM" or "AIM Market" the AIM Market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
"Announcement" this announcement;
"Aquis" Aquis Exchange plc, a public limited company incorporated in England and Wales
with registered number 07909192;
"Aquis Articles" the articles of association of Aquis in force from time to time;
"Aquis Directors" the directors of Aquis;
"Aquis FY2023 ARA" the annual report and accounts of Aquis for FY2023;
"Aquis Group" Aquis and its subsidiary undertakings and where the context permits, each of
them;
"Aquis Resolution(s)" such shareholder resolution(s) of Aquis as are necessary to approve, implement
and effect the Scheme and the Offer including, amongst other things, to make
certain amendments to the Aquis Articles;
"Aquis Rules" the Aquis Growth Market Apex Rulebook, which sets out the admission requirements and continuing obligations of companies seeking admission to, and whose shares are admitted to trading on, the Apex Segment of the Aquis Growth Market;
"Aquis Share Plans" means the Aquis Exchange CSOP, the Aquis Exchange Limited Enterprise
Management Incentive Share Option Plan, the Aquis Exchange Executive Share
Option Plan, the Aquis Exchange Omnibus Plan and the Aquis Exchange PLC Share
Incentive Plan (in each case as amended from time to time);
"Aquis Shareholders" the holders of Aquis Shares;
"Aquis Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of 10 pence each in the capital of Aquis and any further such ordinary shares
which are unconditionally allotted or issued;
"Aquis Stock Exchange" Aquis Stock Exchange Limited, a recognised investment exchange under section 290 of FSMA;
"Authorisations" regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in the City of London;
"Canaccord Genuity" Canaccord Genuity Limited;
"Cash Consideration" 727 pence in cash per Aquis Share;
"Clean Team Agreement" the clean team agreement between SIX and Aquis dated 21 October 2024;
"Closing Price" the closing middle market price of an Aquis Share on a particular trading day
as derived from Bloomberg;
"CMA" the Competition and Markets Authority or any successor regulatory authority;
"CNMC" the Spanish National Markets and Competition Commission;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to the implementation of the Offer, as set out in Part A of
Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement between SIX and Aquis dated 18 September 2024;
"Confidentiality and Joint Defence Agreement" the confidentiality and joint defence agreement between SIX and Aquis dated 21
October 2024;
"Co-operation Agreement" the agreement dated the date of this Announcement between SIX and Aquis
relating to, among other things, the implementation of the Offer;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under Part 26 of the Companies Act for the purpose of considering and,
if thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Disclosed" the information: (i) disclosed by, or on behalf of Aquis; (ii) in the Aquis
FY2023 ARA; (iii) in this Announcement; (iv) in any other announcement to a
Regulatory Information Service by, or on behalf of Aquis in the two years
before the publication of this Announcement; (v) in the virtual data room
operated on behalf of Aquis for the purposes of the Offer (which SIX and/or
its advisers were able to access prior to the date of this Announcement); or
(vi) as otherwise fairly disclosed to SIX (or its officers, employees, agents
or advisers in each case in their capacity as such) in writing before the date
of this Announcement;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if SIX elects to implement the Offer by way of a Takeover
Offer, subject to Panel consent and the terms of the Co-operation Agreement),
the date on which such Takeover Offer becomes or is declared unconditional in
accordance with the requirements of the Takeover Code, and "Effective" shall
be construed accordingly;
"EU Member State" a member state of the European Union;
"Euroclear" Euroclear UK & International Limited;
"Evercore" Evercore Partners International LLP;
"Excluded Shares" (i) any Aquis Shares of which SIX or any member of the SIX Group is the holder
or in which SIX or any member of the SIX Group is beneficially interested at
the Scheme Record Time; or (ii) any Aquis Shares which are for the time being
held by Aquis as treasury shares (within the meaning of the Companies Act);
"Facility Agreement" the bridge facility agreement dated 11 November 2024 and entered into between,
amongst others, SIX as borrower and UBS Switzerland AG as original lender;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority of the United Kingdom or any successor
regulatory body;
"FINMA" the Swiss Financial Market Supervisory Authority;
"FMFC" the French Code monétaire et financier (monetary and financial code);
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and General
Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"FY2023" the financial year ended 31 December 2023;
"General Meeting" the general meeting of Aquis Shareholders (including any adjournment thereof)
to consider and, if thought fit, pass the Aquis Resolution(s);
"Investec" Investec Bank plc;
"Latest Practicable Date" 8 November 2024, being the last Business Day prior to the date of this
Announcement;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 11.59 pm on 11 November 2025 or such later time or date, if any, (a) as Aquis
and SIX may agree, or (b) (in a competitive situation) as may be specified by
SIX with the consent of the Panel, and in each case that (if so required) the
Court may allow;
"Offer" the recommended offer by SIX for the entire issued and to be issued ordinary
share capital of Aquis not already owned or controlled by the SIX Group on the
terms and subject to the conditions set out in this Announcement, to be
implemented by means of the Scheme (or by way of a Takeover Offer, where SIX
so elects under certain circumstances described in this Announcement) and,
where the context requires, any subsequent revision, variation, extension or
renewal thereof;
"Offer Period" the offer period (as defined by the Takeover Code) relating to Aquis, which
commenced on 11 November 2024;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Aquis Shareholders (or nominees of, or custodians or trustees for Aquis
Shareholders) not resident in, or nationals or citizens of the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction (other than the United Kingdom) into which making the Offer,
distributing information relating to the Offer, or paying consideration
pursuant to the Offer may result in a significant risk of civil, regulatory or
criminal exposure or would or may require SIX to comply with any requirements
which in its absolute discretion is regarded as unduly onerous;
"Sanction Hearing" the hearing of the Court of the application to sanction the Scheme under Part
26 of the Companies Act;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Aquis and Scheme Shareholders in connection with the Offer, with or subject to
any modification, addition or condition approved or imposed by the Court and
agreed by Aquis and SIX;
"Scheme Document" the document to be sent to Aquis Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and General
Meeting;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
pm on the date of the Court hearing to sanction the Scheme;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" all Aquis Shares:
(i) in issue at the date of the Scheme Document and which remain in issue at
the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document and before the
Scheme Voting Record Time, which remain in issue at the Scheme Record Time;
and
(iii) (if any) issued at or after the Scheme Voting Record Time but on or
before the Scheme Record Time either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the original or any subsequent holders thereof are, or shall have agreed in
writing to be, so bound, and in each case which remain in issue at the Scheme
Record Time,
in each case other than any Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"SIX" SIX Exchange Group AG, a public limited company incorporated under the laws of
Switzerland with registered number CHE-293.824.484;
"SIX Group" SIX and its subsidiary undertakings and where the context permits, each of
them;
"Takeover Code" the City Code on Takeovers and Mergers (as amended from time to time);
"Takeover Offer" subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Offer be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by
or on behalf of SIX to acquire the entire issued and to be issued share
capital of Aquis, other than Aquis Shares owned or controlled by the SIX Group
and, where the context admits, any subsequent revision, variation, extension
or renewal of such offer;
"Third Party" each of a central bank, state, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction;
"UBS" UBS AG London Branch;
"uncertificated" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Uncertificated Securities Regulations 2001
(as amended) may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" the United States Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder;
"VSA Capital" VSA Capital Limited;
"Wider Aquis Group" Aquis and associated undertakings and any other body corporate, partnership,
joint venture or person in which Aquis and all such undertakings (aggregating
their interests) have a direct or indirect interest of more than 20 per cent.
of the voting or equity capital or the equivalent; and
"Wider SIX Group" SIX Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which SIX and all such undertakings
(aggregating their interests) have a direct or indirect interest of more than
20 per cent. of the voting or equity capital or the equivalent.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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