REG - Intl Stock Exchange - Scheme of Arrangement becomes effective

InvestecAnnouncement

05/06/2025 08:15

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RNS Number : 4979L  International Stock Exchange Grp Ld  05 June 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
5 June 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"))

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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, the Acquisition is being implemented by
means of a scheme of arrangement under Part VIII of the Companies (Guernsey)
Law, 2008 (as amended) (the "Scheme").

On 24 April 2025, it was announced that the requisite majority of Scheme
Shareholders had approved the Scheme at the Court Meeting and that the special
resolution to, among other things, implement the Scheme was passed by the
requisite majority of TISE Shareholders at the General Meeting.

On 3 June 2025, TISE announced that the Court had granted the Court Order
sanctioning the Scheme pursuant to which the Acquisition is being implemented.

TISE and Bidco are pleased to announce that, the Effective Date specified in
the Court Order has been reached such that the Scheme has now become Effective
in accordance with its terms. Pursuant to the Scheme, the entire issued
ordinary share capital of TISE is now owned by Bidco.

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

Suspension of dealings in and cancellation of admission to listing and trading
of TISE Shares

Dealings in TISE Shares were suspended at 6.00 p.m. on 4 June 2025. It is
expected that the cancellation of the admission to listing and trading of TISE
Shares on The International Stock Exchange will take effect by not later than
7.00 a.m. on 6 June 2025.

As a result of this announcement, TISE is no longer in an "Offer Period" as
defined in the Takeover Code and accordingly the dealing disclosure
requirements previously notified to investors no longer apply.

Settlement of consideration

In accordance with the terms of the Scheme, a Scheme Shareholder on TISE's
register of ordinary members at the Scheme Record Time, being 6:00 p.m. on 4
June 2025, will be entitled to receive £22.50 in cash for each Scheme Share
held.

Settlement of the Cash Consideration to which Scheme Shareholders are entitled
under the terms of the Scheme will be effected in the manner set out in the
Scheme Document as soon as practicable and, in any event, not later than 14
calendar days after the Effective Date.

Board changes

TISE duly announces that, as the Scheme has now become Effective, with effect
from today's date, Julia Chapman, Guy Coltman and Gillian Morris have resigned
as non-executive directors of TISE.

Anderson Whamond has also resigned as Chair of the TISE Board but will remain
on the TISE Board in his capacity as a non-executive director of TISE (on the
same terms on which he was previously engaged) for a transitional period until
31 July 2025.

Thomas P. Gallagher, Kurt Eckert and Caroline Mackenzie Kennedy have been
appointed as non-executive directors of TISE with effect from today's date.

Thomas P. Gallagher has also been appointed as Chair of the TISE Board with
effect from today's date.

 

 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.

 

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