REG - Intl Stock Exchange - Results of Court Meeting and the General Meeting

InvestecAnnouncement

24/04/2025 15:00

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RNS Number : 0966G  International Stock Exchange Grp Ld  24 April 2025

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE
24 April 2025

RECOMMENDED CASH ACQUISITION

OF

THE INTERNATIONAL STOCK EXCHANGE GROUP LIMITED ("TISE")

BY

MIH EAST HOLDINGS, LIMITED ("BIDCO")

(a wholly-owned subsidiary of Miami International Holdings, Inc. ("MIH"))

Results of the Court Meeting and the General Meeting

On 19 March 2025, it was announced that the boards of TISE and Bidco had
reached agreement on the terms of a recommended cash offer to be made by Bidco
for the entire issued and to be issued ordinary share capital of TISE (other
than that already owned by Bidco) (the "Announcement") (the "Acquisition"). As
described in the Announcement, it is intended that the Acquisition will be
implemented by means of a scheme of arrangement under Part VIII of the
Companies (Guernsey) Law, 2008 (as amended) (the "Scheme").

TISE is pleased to announce that, at the Court Meeting and General Meeting
held earlier today in connection with the Acquisition:

·                the requisite majority of Scheme Shareholders
voted (in person or by proxy) to approve the Scheme at the Court Meeting; and

 

·                the requisite majority of TISE Shareholders
voted (in person or by proxy) to pass the Resolution to implement the Scheme,
including the amendment to TISE's articles of incorporation, at the General
Meeting.

Full details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting contained in the scheme document in relation to
the Scheme posted to TISE Shareholders on 1 April 2025 (the "Scheme Document")
at Part 9 and Part 10 respectively.

Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement.

Voting results at the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present (in person or by proxy) was entitled to one vote
per Scheme Share held at the Voting Record Time. The total number of Scheme
Shares in issue at the Voting Record Time was 2,003,968, carrying one vote
each. Consequently, the total number of voting rights attributed to Scheme
Shares at the voting record time for the purposes of the Court Meeting was
2,003,968.

 

 

          Scheme Shares voted       Scheme Shareholders who voted**     Number of Scheme Shares voted as a percentage of the issued share capital
                                                                        entitled to vote at the Court Meeting*
          Number      Percentage *  Number            Percentage *
 FOR      1,872,423   99.97%        23                95.83%            93.44%
 AGAINST  600         0.03%         1                 4.17%             0.03%
 TOTAL    1,873,023   100.00%       24                100.00%           93.47%

 Notes:

 * All percentages have been rounded down to the nearest two decimal places.

 ** Where a Scheme Shareholder cast some of their votes 'for' and some of their
 votes 'against' the resolution, such Scheme Shareholder has been counted as
 having voted both 'for' and 'against' the resolution for the purposes of
 determining the number and percentage of Scheme Shareholders who voted.

Voting results at the General Meeting

The table below sets out the results of the poll at the General Meeting. Each
TISE Shareholder present (in person or by proxy) was entitled to one vote per
TISE Share held at the Voting Record Time. The total number of TISE Shares in
issue at the Voting Record Time was 2,841,000, carrying one vote each.
Consequently, the total number of voting rights attributed to TISE Shares at
the voting record time for the purposes of the General Meeting was 2,841,000.

 Resolution                                                                Votes For           Votes Against     Total Votes          Votes Withheld **
                                                                           Number     %*       Number   %*       Number     % of ISC  Number
 Approval of the implementation of the Scheme, including the amendment of  2,662,455  100.00%  0        0.00%    2,662,455  93.72%    0
 TISE's Articles

 Notes:

 * All percentages have been rounded to the nearest two decimal places.

 ** A vote withheld is not a vote in law and is not counted in the calculation
 of the proportion of votes 'for' or 'against' the Resolution.

Next steps and timetable

The outcome of today's Court Meeting and General Meeting means Conditions 2(a)
and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have been
satisfied.

 

Completion of the Acquisition remains subject to the satisfaction (or, where
applicable, waiver) of the remaining Conditions set out in the Scheme
Document, including the JCRA Condition and the sanction of the Scheme by the
Court at the Sanction Hearing. The Sanction Hearing will take place as soon as
reasonably practicable after Bidco confirms the satisfaction or waiver of the
conditions relating to the Scheme.

 

The indicative timetable of the key milestones outstanding under the Scheme
remains as set out on page 9 of the Scheme Document and a further announcement
on timetable will be made in due course.

Enquiries:

 TISE                                                       Tel: +44 (0) 1481 753000

 Cees Vermaas, Andrew Watchman, Emily Humphry

 Investec (Rule 3 adviser and financial adviser to TISE)    Tel: +44 (0)20 7597 5970

 Christopher Baird, Gordon Hamilton, Sara Wallace
 MIH and Bidco                                              Tel: +1 (609) 955 2091

 Andy Nybo

 Zeus (financial adviser to MIH and Bidco)                  Tel: +44 (0)20 3829 5000

 Martin Green, James Hornigold, Alexandra Campbell-Harris

Important notices

This announcement and the accompanying documents do not constitute or form
part of an offer or an invitation to purchase or subscribe for any securities,
or a solicitation of an offer to buy any securities, whether pursuant to this
announcement or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is or would be unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date 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.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulatory Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA, is acting as adviser for the purposes of Rule
3 of the Code and as financial adviser to TISE and no one else in connection
with the matters referred to in this announcement and will not regard any
other person as its client in relation to such matters and accordingly will
not be responsible to anyone other than TISE for providing the protections
afforded to clients of Investec, nor for providing advice in relation to any
matter referred to in 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 matters referred to in this announcement, any
statement contained herein or otherwise, including in relation to the accuracy
of any information or opinion contained in this announcement or for the
omission of any material information for which it is not responsible, and no
representation or warranty, express or implied, is made by Investec or any of
its subsidiaries, branches or affiliates as to any of the contents of this
announcement.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for MIH and Bidco as financial
adviser and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than MIH and Bidco
for providing the protections afforded to clients of Zeus, or for providing
advice in relation to the matters referred to in this announcement. Neither
Zeus 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 Zeus in
connection with the matters referred to in this announcement, any statement
contained herein or otherwise.

 

Overseas jurisdictions

This announcement has been prepared for the purpose of complying with English
law, Jersey law, Guernsey law and the Takeover Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom, Jersey and Guernsey.

The release, publication or distribution of this announcement and any formal
documentation relating to the Acquisition in, into or from jurisdictions other
than the United Kingdom, Jersey or Guernsey may be restricted by law and/or
regulation and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom, Jersey or Guernsey should inform
themselves about and observe any applicable legal or regulatory requirements.
Any failure to comply with the applicable 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
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities, or a solicitation of an offer to buy any
securities, pursuant to this announcement or otherwise in any jurisdiction in
which such offer, invitation or solicitation is unlawful.

Unless otherwise determined by TISE or required by the Takeover Code, the
Acquisition is not being made available, directly or indirectly, in, into or
from, or by use of the mails of, or any means of 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 shall not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction. Accordingly, copies of
the Scheme Document and any formal documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted Jurisdiction or
any other jurisdiction where to do so would constitute a violation of the laws
of that jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send such documents in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities or from within any Restricted Jurisdiction.

The availability of the Acquisition to TISE Shareholders not resident in the
United Kingdom, Jersey or Guernsey may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of, or are otherwise
resident in, any jurisdiction other than the United Kingdom, Jersey or
Guernsey should inform themselves about and observe any applicable
requirements. TISE Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

Bidco's obligations to pay and/or settle Cash Consideration pursuant to the
Scheme shall be subject to any prohibition or condition imposed by law.

Additional Information for US investors in TISE

Any US holders of TISE Shares should note that the Acquisition relates to the
shares of a Guernsey company which are admitted to trading on the Official
List and is proposed to be implemented by means of a scheme of arrangement
provided for under the laws of Guernsey. 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 Acquisition is subject to
the procedural and disclosure requirements, rules and practices applicable in
Guernsey involving a target company incorporated in Guernsey whose shares are
listed and admitted to trading on the Official List, which differ from the
requirements of the US tender offer and proxy solicitation rules.

The financial information included in the Scheme Document has been prepared in
accordance with FRS 102 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
United States. Generally accepted accounting principles in the United States
differ in certain significant respects from FRS 102. None of the financial
information in this announcement and the Scheme Document 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).

Bidco reserves the right, subject to obtaining the prior consent of the Panel,
to elect to implement the Acquisition by way of a Takeover Offer. If, in the
future, Bidco exercises its right to implement the Acquisition by way of a
Takeover Offer, and determines to extend the Takeover Offer into the United
States, such Takeover Offer and the Acquisition will be made in compliance
with the applicable US laws and regulations including to the extent applicable
Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in
accordance with the Takeover Code. Accordingly, the Acquisition would be
subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under US domestic
tender offer procedures and law. Such a Takeover Offer would be made in the
United States by Bidco and no one else.

It may be difficult for any US holders of TISE Shares to effect service of
process within the United States against Bidco or TISE or their respective
officers and directors or to enforce their rights and any claim arising out of
US federal or state securities laws in connection with the Acquisition, since
each of Bidco and TISE are located in a non-US jurisdiction, and some or all
of their officers and directors may be residents of, and some or all of their
assets may be located in, a non-US jurisdiction. US holders of TISE Shares may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of 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.

None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any US state
securities commission or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition, 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 US.

Any US holders of TISE Shares should also be aware that the transaction
contemplated (including the receipt of consideration pursuant to the
Acquisition) may have tax consequences in the US and that such consequences,
if any, are not described herein. US holders of shares in TISE are urged to
consult their independent legal, tax and financial advisers in connection with
making a decision regarding this transaction.

In accordance with the Takeover Code and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies or their
respective nominees, or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, TISE securities other than
pursuant to the Acquisition, either in the open market at prevailing prices or
through privately negotiated purchases at negotiated prices outside the US
until the date on which the Scheme becomes Effective, lapses or is otherwise
withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer,
before or during the period in which such Takeover Offer would remain open for
acceptance). Such purchases, or arrangements to purchase would comply with
applicable law, including the US Exchange Act (if applicable), Guernsey law,
the Takeover Code and the Listing Rules. Any information about such purchases
will be disclosed to the Panel and, to the extent that such information is
required to be publicly disclosed in in accordance with applicable regulatory
requirements, will be made available to all investors (including US investors)
via an Regulatory Information Service and on The International Stock Exchange
website at https://tisegroup.com/ (https://tisegroup.com/) .

Forward-looking statements

This announcement, oral statements regarding the Acquisition, and other
information published by Bidco, MIH and TISE contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are statements of future expectations which are prospective in nature and are
not based on historical facts, but rather on current expectations, projections
and assumptions of the management of MIH and/or Bidco or TISE (as the case may
be) about future events, and are, therefore, subject to risks, uncertainties
and changes in circumstances that could cause actual results, performance or
events to differ materially from those expressed or implied in these
statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco, MIH
and TISE (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. All statements other than statements of historical fact are,
or may be deemed to be, forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "aims", "hopes", "expects" or "does not expect", "is
expected", "is subject to", "budget", "projects", "strategy", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases and statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved.

All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Although Bidco, MIH and TISE believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco, MIH and
TISE (and their respective associates, directors, officers and advisers) can
give no representation, assurance or guarantee that such expectations will
prove to be correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on circumstances that
are expected to occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
expected timeframe; future market conditions, changes in general economic and
business conditions, the behaviour of other market participants, the
anticipated benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the countries
in which Bidco, MIH and TISE operate, weak, volatile or illiquid capital
and/or credit markets, changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and business areas
in which Bidco, MIH and TISE operate, and changes in laws or in supervisory
expectations or requirements. 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
the light of such factors. None of Bidco, MIH or TISE, 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. You are cautioned not to place any reliance on these
forward-looking statements.

Specifically, statements of estimated cost savings and synergies, if any,
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated.

Each forward-looking statement speaks only as of the date of this
announcement. Except as required by applicable law and by the rules of any
competent regulatory authority, neither Bidco, MIH or TISE is under any
obligation, and Bidco, MIH and TISE expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Dealing and Opening Position 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
not later than 3.30 p.m. (London time) on the 10th Business Day (as defined in
the Takeover Code) following the commencement of the offer period and, if
appropriate, by not later than 3.30 p.m. (London time) on the 10th Business
Day (as defined in the Takeover Code) 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 not later than 3.30 p.m. (London time) on the Business Day (as defined
in the Takeover Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the 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 websites

A copy of this announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
TISE's website at www.tisegroup.com/offer-documentation/
(http://www.tisegroup.com/offer-documentation/) and on Bidco's website at
http://www.miaxglobal.com/recommended-offer-to-acquire-TISE
(http://www.miaxglobal.com/recommended-offer-to-acquire-TISE) promptly and in
any event by not later than 12 noon (London and Guernsey time) on the Business
Day following the date of this announcement.

Save as expressly referred to in this announcement, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.

 

Availability of hard copy documents

In accordance with Rule 30.3 of the Takeover Code, TISE Shareholders and
persons with information rights may request a hard copy of this announcement
(and any information incorporated into it by reference to another source) free
of charge by contacting TISE's registrar, JTC Registrars Limited, Ground
Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT or by
calling JTC Registrars Limited on +44 1481 711 301. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside Guernsey
will be charged at the applicable international rate. Lines are open between
9.00 a.m. and 5.00 p.m. (London and Guernsey time), Monday to Friday
(excluding public holidays in Guernsey). Please note that JTC Registrars
Limited cannot provide any financial, legal or tax advice. Calls may be
recorded and monitored for security and training purposes.

In accordance with Rule 30.3 of the Takeover Code, a person so entitled may
also request that all future documents, announcements and information to be
sent to them in relation to the Acquisition should be in hard copy form. A
hard copy of this announcement will not be sent to you unless so requested.
Such persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

Scheme process

In accordance with Section 5 of Appendix 7 to the Takeover Code, TISE will
announce through a Regulatory Information Service and on The International
Stock Exchange website at https://tisegroup.com/ (https://tisegroup.com/) key
events in the Scheme process including the Sanction Hearing.

 

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