REG - MIH East Holdings Ld Intl Stock Exchange - Offer for The International Stock Exchange Group
19/03/2025 10:15
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RNS Number : 2736B MIH East Holdings Limited 19 March 2025
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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
( )
19 March 2025
RECOMMENDED CASH ACQUISITION
of
THE INTERNATIONAL STOCK EXCHANGE GROUP LIMITED
by
MIH EAST HOLDINGS, LIMITED
(a wholly-owned subsidiary of Miami International Holdings, Inc.)
to be implemented by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
Summary
· The board of directors of MIH East Holdings, Limited
("Bidco"), a wholly-owned subsidiary of Miami International Holdings, Inc.
("MIH"), and the board of directors of The International Stock Exchange Group
Limited ("TISE") are pleased to announce that they have 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 not otherwise owned by
Bidco (the "Acquisition").
· The Acquisition is intended to be effected by means of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of
Guernsey (the "Scheme").
· Under the terms of the Acquisition, each Scheme
Shareholder will be entitled to receive:
£22.50 in cash for each Scheme Share held (the "Cash Consideration")
· The Cash Consideration values the entire issued and to be
issued ordinary share capital of TISE at approximately £70.4 million,
representing approximately £66.4 million net of proceeds received from the
expected exercise of options subsisting under the TISE Share Plans.
· The Cash Consideration represents a premium of
approximately:
- 18.42 per cent. to the closing price of 1,900 pence per
TISE Share on 18 March 2025 (being the last Business Day prior to the
Announcement Date ("Latest Practicable Date")) (the "Closing Price");
- 19.49 per cent. to 1,883 pence, being the six-month
Average Closing Price per TISE Share to the Latest Practicable Date; and
- 27.73 per cent. to 1,762 pence, being the twelve-month
Average Closing Price per TISE Share to the Latest Practicable Date.
· In addition, the TISE Board expects to declare a full
year dividend payment of 75 pence in cash per TISE Share when it announces
TISE's audited results for the financial year ended 31 December 2024 (the
"Full Year Dividend"). Further details of the Full Year Dividend will be set
out in TISE's full year results announcement which is expected to be released
on or around 20 March 2025.
· If, on or after the date of this Announcement and on or
prior to the Effective Date, any dividend, distribution, or other return of
value other than the Full Year Dividend is declared, made, or paid or becomes
payable by TISE, the Cash Consideration may be reduced accordingly. In such
circumstances, Scheme Shareholders would be entitled to retain any such
dividend, distribution, or other return of value declared, made, or paid.
· Taken together, the value of the Cash Consideration and
the Full Year Dividend is £23.25 and represents a premium of approximately:
- 22.37 per cent. to the Closing Price;
- 23.48 per cent. to 1,883 pence, being the six-month
Average Closing Price per TISE Share to the Latest Practicable Date; and
- 31.99 per cent. to 1,762 pence, being the twelve-month
Average Closing Price per TISE Share to the Latest Practicable Date.
Background to and reasons for the Acquisition
· MIH has used M&A to drive growth in its business through the acquisitions of MIAX Futures Exchange, LLC, The Bermuda Stock Exchange, Dorman Trading, LLC and MIAX Derivatives Exchange. In addition, MIH has made a number of strategic minority equity investments in companies that offer access to commercial opportunities to develop new products and accelerate the growth of its business.
· Through these M&A transactions, MIH has diversified its business across multiple asset classes and geographies, acquiring two U.S.-regulated, vertically integrated futures exchanges and clearing platforms and an international listings exchange with numerous international recognitions.
· MIH believes TISE has established an attractive business with a proven ability to generate shareholder value as evidenced by its revenue growth and dividend history. This business was established in a competitive global market segment and the management team and Board of TISE have grown the number of the listings on TISE's exchange through various macroeconomic cycles and market uncertainties.
· MIH considers the proposed acquisition of TISE to be a compelling opportunity to establish a presence for the MIAX Exchange Group in a European time-zone and market. Bidco currently owns 29.46% of the issued ordinary share capital in TISE and has good insight into the business in its capacity as a supportive shareholder.
· MIH believes there is an opportunity to grow the existing business of TISE following completion of the Acquisition by supporting technology implementation, business development initiatives and further enabling TISE to invest in its operations. MIH believes that additional resources invested in the business could expand the reach and capabilities of TISE, providing additional scale for the business.
Recommendation
· The TISE Directors, who have been so advised by Investec as to the
financial terms of the Acquisition (including the Full Year Dividend),
consider the terms of the Acquisition to be fair and reasonable. In providing
advice to the TISE Directors, Investec has taken into account the commercial
assessments of the TISE Directors. Investec is providing independent financial
advice to the TISE Directors for the purposes of Rule 3 of the Code.
· Accordingly, the TISE Directors intend to recommend unanimously that
Scheme Shareholders vote (or procure the voting) in favour of the Scheme at
the Court Meeting and that TISE Shareholders vote (or procure the voting) in
favour of the Resolution at the General Meeting (or, if Bidco exercises its
right to implement the Acquisition by way of a Takeover Offer, to accept, or
procure the acceptance of, such Takeover Offer), as each TISE Director holding
TISE Shares has irrevocably undertaken to do in respect of their own
beneficial or indirect holdings, amounting, in aggregate, to 30,000 TISE
Shares (representing, in aggregate, approximately 1.06 per cent. of the TISE
Shares in issue on the Latest Practicable Date).
Shareholder irrevocable undertakings
· In addition to the irrevocable undertakings from the TISE Directors
referred to above, Bidco has also received irrevocable undertakings to vote
(or procure the voting) in favour of the Scheme at the Court Meeting and
Resolution at the General Meeting (or, if Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept, or procure
the acceptance of, such Takeover Offer) from Carey Olsen Corporate Finance
Limited and Neslo Partners No. 2 Limited in respect of 276,100 TISE Shares
(representing, in aggregate, approximately 9.72 per cent. of the TISE Shares
in issue on the Latest Practicable Date).
· In total therefore, Bidco has received irrevocable undertakings with
respect to 306,100 TISE Shares (representing, in aggregate, approximately
10.77 per cent. of the TISE Shares in issue on the Latest Practicable Date).
· Full details of the irrevocable undertakings received by Bidco are
set out in Appendix III to this Announcement.
Information on TISE
· TISE was incorporated in Guernsey in November 2013. TISE's ordinary
shares were admitted to listing and trading on The International Stock
Exchange in June 2016.
· TISE provides financial markets and securities services to public and
private companies. It employs approximately 40 people, primarily within its
headquarters in Guernsey. TISE's business comprises the established public
market offering as well as its more recent private markets offering.
· Public Market: Best known as one of Europe's major professional bond
markets, TISE's Qualified Investor Bond Market (QIBM) is a leading market in
Europe for listing high yield bonds and is experiencing strong growth in
structured finance and securitisation transactions. TISE also has a pool of
'domestic' equities and a significant share of listed UK Real Estate
Investment Trusts (REITs), as well as hosting a comprehensive sustainable
finance segment, TISE Sustainable. At the end of 2024, TISE reported having
over 4,400 securities on its Official List with a total market value of more
than £750 billion.
· Private Markets: In 2023, TISE launched its innovative private
markets offering, TISE Private Markets, providing private companies with
access to a set of integrated, tailored electronic auction trading, settlement
and registry management solutions.
· TISE has enjoyed significant growth in recent years and remains
highly cash generative, supporting the payment of two special dividends during
the past four years alongside twice-yearly ordinary dividends. In 2023, TISE
set new records for financial and business performance despite the challenging
macro-economic conditions.
· For the financial year ended 31 December 2023, TISE reported record
turnover (£10.8 million), profit after tax (£4.9 million) and basic earnings
per share (171.3 pence). The total cash returned to shareholders through
dividends during the previous six years was £9.64 per share, of which £6.52
had been distributed since the beginning of 2021.
· For the six month period ended 30 June 2024, TISE reported record
turnover (£6.4 million) and an increase in basic earnings per share (107.0
pence). A total of £7.0 million was returned to shareholders during the first
half of 2024 through the payment of special and ordinary dividends.
· In September 2024, the TISE Board declared a further ordinary
dividend of 75.0 pence per share (paid October 2024), a return of £2.1
million to shareholders.
Information on Bidco and MIH
Bidco
· Bidco is a private limited company incorporated in England and Wales
and is a wholly-owned subsidiary of MIH. Bidco was established on 20 March
2023 as a wholly-owned subsidiary of MIH and was formed for the purpose of
acquiring shares in TISE. Bidco currently holds 837,032 shares in TISE,
representing 29.46% of the issued ordinary share capital of TISE. Further
details in relation to Bidco will be contained in the Scheme Document.
MIH
· MIH is a technology-driven leader in building and operating financial
marketplaces enabled by its in-house built, proprietary technology. MIH
launched the MIAX exchanges with a mission to provide (i) marketplaces that
cater to the needs of the customer and trading communities, (ii) competitive
pricing based on a low-cost operating structure, (iii) superior customer
service and performance and (iv) outstanding technology, reliability and risk
protections.
· MIH maintains a broad portfolio of US exchange and clearing licenses
and operate markets across a diverse number of asset classes, including
options, cash equities and futures, and geographies, including the US and
Bermuda. MIH through its subsidiaries is regulated by the SEC, the CFTC and
the BMA.
Timetable and conditions
· It is intended that the Acquisition will be effected by
means of a Court-sanctioned scheme of arrangement between TISE and the Scheme
Shareholders under Part VIII of the Companies Law of Guernsey. Bidco reserves
the right (in accordance with the Co-operation Agreement and with the consent
of the Takeover Panel, if required) to implement the Acquisition by way of a
Takeover Offer.
· The Acquisition will be put to Scheme Shareholders at the Court
Meeting and TISE Shareholders at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number representing 75
per cent. or more in value of the votes cast by Scheme Shareholders present
and voting in person or by proxy at the Court Meeting. In addition, a special
resolution implementing the Scheme must be passed by TISE Shareholders
representing at least 75 per cent. of votes cast at the General Meeting.
· The Acquisition will be made in accordance with the Code and on the
terms and subject to the Conditions which are set out in Appendix I to this
Announcement and on the further terms and conditions that will be set out in
the Scheme Document, including TISE receiving the requisite approvals from
TISE Shareholders, the satisfaction of the GFSC Condition and the JCRA
Condition, and the Scheme being sanctioned by the Court.
· The Acquisition does not require (and is not conditional upon)
approval from the States of Guernsey. However, the States of Guernsey has been
informed of Bidco's intention to pursue the Acquisition and has formally noted
its approval to the Acquisition, such approval being conditional upon the
headquarters (as stated on The International Stock Exchange's website) of both
The International Stock Exchange Group Limited and The International Stock
Exchange Authority Limited remaining in Guernsey. For the avoidance of doubt,
the non-participating share of £1.00 in the capital of TISE owned by the
States of Guernsey (acting by or through the Policy & Resources Committee)
is not a Scheme Share and will not transfer to Bidco on completion of the
Scheme.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with associated Forms of Proxy, will be published within 28
days of this Announcement (or such later time as may be agreed by the Takeover
Panel) and the Court Meeting and the General Meeting are each expected to be
held as soon as practicable thereafter, giving the required notice for such
meetings.
· The Scheme is currently expected to become Effective during Q2 2025,
subject to the satisfaction or (where applicable) waiver of the Conditions and
the further terms set out in Appendix I to this Announcement and to the full
terms and conditions of the Acquisition which will be set out in the Scheme
Document. An expected timetable of key events relating to the Acquisition will
be provided in the Scheme Document.
Commenting on the Acquisition, Thomas P. Gallagher, Chairman and CEO of MIH,
said:
"The acquisition of TISE represents an attractive international expansion
opportunity for MIH, allowing us to further execute on our strategy of
operating regulated financial markets both in the U.S. and internationally. We
are committed to growing our international business and believe that investing
additional resources in TISE will help expand its reach and capabilities. We
look forward to working with the TISE team to develop new relationships with
member firms and issuers and collaborate on opportunities for TISE's future
growth."
Commenting on the Acquisition, Anderson Whamond, Chair of TISE, said:
"This offer is a testament to the significant progress we have made in
executing our strategy to grow and diversify the business, as well as an
endorsement of Guernsey as a leading international finance centre. Transformed
from a local stock and bond market, today TISE is an established operator of
public markets with an enlarged portfolio of financial markets and securities
services for both public and private companies. The recommended cash
acquisition recognises the strength of the business and enables our
shareholders to realise the value of their investment. We are excited about
the opportunities to collaborate with MIH to expand TISE's offering across
Europe and internationally"
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. In particular, the Acquisition
is subject to the Conditions and certain further terms set out in Appendix I
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains certain
details relating to the irrevocable undertakings referred to in this
Announcement. Appendix IV contains definitions of certain terms used in this
summary and in this Announcement.
Enquiries:
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
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
Reed Smith LLP is retained as English legal adviser to MIH and Bidco. Mourant
Ozannes (Guernsey) LLP is acting as Guernsey legal adviser to MIH and Bidco.
Ashurst LLP is retained as English legal adviser to TISE. Walkers (Guernsey)
LLP is acting as Guernsey legal adviser to TISE.
Important Notices
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.
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 purposes of Rule 3 of
the Code and 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.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be implemented solely through and on the terms
set out in the Scheme Document and the accompanying Forms of Proxy (or, in the
event that the Acquisition is to be implemented by means of a Takeover Offer,
the Offer Document and acceptance), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of,
or to accept, the Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document). TISE Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition once it has been despatched.
This Announcement does not constitute a prospectus or prospectus exempted
document.
TISE will prepare the Scheme Document to be distributed to TISE Shareholders.
TISE urges TISE Shareholders to read the Scheme Document carefully when it
becomes available because it will contain important information in relation to
the Acquisition. Any vote in respect of the Scheme at the Court Meeting or the
Resolution to be proposed at the General Meeting to approve the Acquisition
and related matters should be made only on the basis of the information
contained in the Scheme Document.
The statements contained in this Announcement are made as at the Announcement
Date, unless some other time is specified in relation to them, and the
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.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with Guernsey
law, Jersey law, the Code, the Listing Rules, 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, Jersey or Guernsey. Nothing in this Announcement should be
relied on for any other purpose.
The release, publication or distribution of this Announcement in or into,
jurisdictions other than the United Kingdom, Jersey or Guernsey may be
restricted by the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this Announcement comes who are subject to the
laws and/or regulations of any jurisdiction other than the United Kingdom,
Jersey or Guernsey should inform themselves about and observe any such
applicable laws and/or regulations in their jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom, Jersey or
Guernsey to vote their Scheme Shares or TISE Shares (as applicable) with
respect to the Scheme at the Court Meeting or the Resolution at the General
Meeting, or to appoint another person as proxy to vote at the Court Meeting or
the General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located. Further details in relation
to Overseas Shareholders will be contained in the Scheme 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 Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.
Unless otherwise determined by TISE or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such use, means, instrumentality or form from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents 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 a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by a 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 the mails or any other means or instrumentality (including, without
limitation, facsimile, email 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 or within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
TISE Shareholders in the United States should note that the Acquisition
relates to the securities of a Guernsey company with a listing on the Official
List and is proposed to be effected by means of a scheme of arrangement
provided for under, and governed by, the Companies Law of Guernsey. This
Announcement, the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with Guernsey law, the
Listing Rules, and the Code. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to
the procedural and disclosure requirements and practices applicable to a
scheme of arrangement involving a target company organised in Guernsey and
listed on the Official List, which differ from the procedural and disclosure
requirements of the United States tender offer rules and proxy solicitation
rules under the US Exchange Act. If, in the future, Bidco exercises the right
to implement the Acquisition by way of a Takeover Offer and determines to
extend the offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations, including,
without limitation, to the extent applicable, Section 14I of the US Exchange
Act and Regulation 14E thereunder. Such Takeover Offer would be made by Bidco
and no one else.
The financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with FRS 102 and may
not be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable under FRS
102. 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).
The TISE Shares have not been approved or disapproved by the Securities
Exchange Commission or any US state securities commission, nor have any such
authorities passed judgment upon the fairness or the merits of the Acquisition
or determined if this Announcement is accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
US holders of TISE Shares should also be aware that the receipt of
consideration by a US holder for the transfer of its TISE Shares pursuant to
the transaction contemplated herein may have tax consequences in the United
States and that such consequences, if any, are not described herein. US
holders of TISE Shares are urged to consult with independent professional
advisors regarding the legal, tax and financial consequences of the
Acquisition applicable to them.
It may be difficult for US holders of TISE Shares to enforce their rights and
claims arising out of US federal securities laws, since TISE is incorporated
outside the United States, and its officers and directors may be residents of,
and some or all of their assets may be located in, countries other than the
United States. US holders of TISE Shares may have difficulty effecting service
of process within the United States upon those persons or recovering against
judgments of US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders 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.
In the event that the Acquisition is implemented by way of a takeover offer,
in accordance with normal practice in the UK and Guernsey and consistent with
Rule 14e-5(b) of the US Exchange Act (if applicable), Bidco, certain
affiliated companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in TISE outside the
United States, other than pursuant to the Acquisition, until the date on which
the Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in Guernsey, will be reported to a
Regulatory Information Service and will be available on The International
Stock Exchange website at https://tisegroup.com/.
Further details in relation to US investors will be contained in the Scheme
Document.
Forward-looking statements
This Announcement may contain certain "forward-looking statements" with
respect to TISE, Bidco and MIH. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of similar meaning
or the negative thereof. Forward-looking statements include, but are not
limited to, statements relating to the following: (a) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; and (b) business and management strategies of MIH, Bidco and/or
TISE and the expansion and growth of TISE.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of MIH, Bidco or TISE, nor any of their respective associates, directors,
officers, employees 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 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 MIH, Bidco or TISE or any person
acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this Announcement.
MIH, Bidco and TISE assume no obligation to update publicly or revise
forward-looking or other statements contained in this Announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate
for MIH, Bidco or TISE in respect of any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per TISE
Share for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per TISE Share.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on TISE's website at
www.tisegroup.com/offer-documentation/ and on Bidco's website at
http://www.miaxglobal.com/recommended-offer-to-acquire-TISE by no later than
12:00 noon (London and Guernsey time) on the Business Day following the
Announcement Date. Neither the contents of such websites nor the content of
any other website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement, free of charge, by contacting JTC Registrars
Limited on 01481 711 301 (or from outside of the UK, on +44 (0) 1481 711 301)
between 9.00 a.m. to 5.00 p.m. Monday to Friday (London and Guernsey time) or
by submitting a request in writing to JTC Registrars Limited, Ground Floor,
Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT. For persons who
receive a copy of this Announcement in electronic form, a hard copy of this
Announcement will not be sent unless so requested. In accordance with Rule
30.3 of the 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.
Electronic communications - information for TISE Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by TISE Shareholders, persons with information rights and other
relevant persons for the receipt of communications from TISE may be provided
to Bidco during the Offer Period as required under section 4 of Appendix 4 of
the Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different paragraphs and/or tables may vary slightly and figures shown as
totals in certain paragraphs and/or tables may not be an arithmetic
aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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: (a) the
offeree company; and (b) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 pm (London and Guernsey time) on the 10th
Business Day (as defined in the Code) following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 pm (London and Guernsey
time) on the 10th Business Day (as defined in the 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 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: (a) the offeree
company; and (b) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 pm (London and Guernsey time) on the Business Day
(as defined in the 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 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 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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
Takeover 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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, TISE confirms that, as at the
Announcement Date, it had in issue 2,841,000 TISE Shares. No shares are held
in treasury. The ISIN for the TISE Shares is GG00BYYLRY96.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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
19 March 2025
RECOMMENDED CASH ACQUISITION
of
THE INTERNATIONAL STOCK EXCHANGE GROUP LIMITED
by
MIH EAST HOLDINGS, LIMITED
(a wholly-owned subsidiary of Miami International Holdings, Inc.)
to be effected by means of a Scheme of Arrangement
to be implemented by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
1. Introduction
The board of directors of MIH East Holdings, Limited ("Bidco"), a wholly-owned
subsidiary of Miami International Holdings, Inc. ("MIH"), and the board of
directors of The International Stock Exchange Group Limited ("TISE") are
pleased to announce that they have 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 not otherwise owned by Bidco (the
"Acquisition").
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of
Guernsey (the "Scheme") (although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer in accordance with the terms of the
Co-operation Agreement and with the consent of the Takeover Panel, if
required).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and certain further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document, each Scheme
Shareholder will be entitled to receive:
£22.50 in cash for each Scheme Share held (the "Cash Consideration")
The Cash Consideration values the entire issued and to be issued ordinary
share capital of TISE at approximately £70.4 million, representing
approximately £66.4 million net of proceeds received from the expected
exercise of options subsisting under of the TISE Share Plans.
The Cash Consideration represents a premium of approximately:
· 18.42 per cent. to the closing price of 1,900 pence per
TISE Share on 18 March 2025 (being the last Business Day prior to the
Announcement Date ("Latest Practicable Date")) (the "Closing Price");
· 19.49 per cent. to 1,883 pence, being the six-month
Average Closing Price per TISE Share to the Latest Practicable Date; and
· 27.73 per cent. to 1,762 pence, being the twelve-month
Average Closing Price per TISE Share to the Latest Practicable Date.
In addition, the TISE Board expects to declare a full year dividend payment of
75 pence in cash per TISE Share when it announces TISE's audited results for
the financial year ended 31 December 2024 (the "Full Year Dividend"). Further
details of the Full Year Dividend will be set out in TISE's full year results
announcement which is expected to be released on or around 20 March 2025.
Taken together, the value of the Cash Consideration and the Full Year Dividend
is £23.25 and represents a premium of approximately:
· 22.37 per cent. to the Closing Price;
· 23.48 per cent. to 1,883 pence, being the six-month
Average Closing Price per TISE Share to the Latest Practicable Date; and
· 31.99 per cent. to 1,762 pence, being the twelve-month
Average Closing Price per TISE Share to the Latest Practicable Date.
3. Further Dividends
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value other than the Full
Year Dividend is declared, made, or paid or becomes payable by TISE, the Cash
Consideration may be reduced accordingly. In such circumstances, Scheme
Shareholders would be entitled to retain any such dividend, distribution, or
other return of value declared, made, or paid.
4. Recommendation
The TISE Directors, who have been so advised by Investec as to the financial
terms of the Acquisition (including the Full Year Dividend), consider the
terms of the Acquisition to be fair and reasonable. In providing advice to the
TISE Directors, Investec has taken into account the commercial assessments of
the TISE Directors. Investec is providing independent financial advice to the
TISE Directors for the purposes of Rule 3 of the Code.
Accordingly, the TISE Directors intend unanimously to recommend that Scheme
Shareholders vote (or procure the voting) in favour of the Scheme at the Court
Meeting and that TISE Shareholders vote (or procure the voting) in favour of
the Resolution at the General Meeting (or, if Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept, or procure
the acceptance of, such Takeover Offer), as each TISE Director holding TISE
Shares has irrevocably undertaken to do in respect of their own beneficial
holdings, amounting, in aggregate, to 30,000 TISE Shares (representing, in
aggregate, approximately 1.06 per cent. of the TISE Shares in issue on the
Latest Practicable Date).
5. Background to and reasons for the Acquisition
MIH has used M&A to drive growth in its business through the acquisitions of MIAX Futures Exchange, LLC, The Bermuda Stock Exchange, Dorman Trading, LLC and MIAX Derivatives Exchange. In addition, MIH has made a number of strategic minority equity investments in companies that offer MIH access to commercial opportunities to develop new products and accelerate the growth of its business.
Through these M&A transactions, MIH has diversified its business across multiple asset classes and geographies, acquiring two U.S.-regulated, vertically integrated futures exchanges and clearing platforms and an international listings exchange with numerous international recognitions.
MIH believes TISE has established an attractive business with a proven ability to generate shareholder value as evidenced by its revenue growth and dividend history. This business was established in a competitive global market segment and the management team and Board of TISE have grown the number of the listings on TISE's exchange through various macroeconomic cycles and market uncertainties.
MIH considers the proposed acquisition of TISE to be a compelling opportunity to establish a presence for the MIAX Exchange Group in a European time-zone and market. Bidco currently owns 29.46% of the issued ordinary share capital in TISE and has good insight into the business in its capacity as a supportive shareholder.
MIH believes there is an opportunity to grow the existing business of TISE following completion of the Acquisition by supporting technology implementation, business development initiatives and further enabling TISE to invest in its operations. MIH believes that additional resources investing in the business could expand the reach and capabilities of TISE, providing additional scale for the business.
6. Background to and reasons for the recommendation
Transformed from a local stock and bond market, today TISE is an established
operator of public markets with an enlarged portfolio of financial markets and
securities services for both public and private companies.
TISE's growth and diversification strategy is focused on expanding its product
and service offering to enlarge and diversify its revenue streams and mitigate
business concentration risk. During the past three years, TISE has had a
specific focus on diversifying and growing its core bond market offering,
developing and launching a private markets service, and modernising its
technology platform.
Following the initial acquisition of shares in TISE by Bidco in April 2023,
MIH and TISE have been in regular dialogue and recently expressed interest in
exploring synergies between TISE and MIH.
MIH's success is founded on its award winning approach to customer service and
its inhouse built, proprietary technology. MIH's strong track record of growth
has been achieved by accessing new markets through the expansion of its
trading products and building strategic alliances.
The Acquisition represents a rare opportunity for MIH to acquire an
established exchange in the European time-zone market. MIH has followed TISE
closely for some time, becoming a shareholder in 2023, and has a high regard
for the strength of TISE's brand and expertise in its chosen markets.
The Acquisition is expected to provide the combined group with a number of
strategic and operational benefits. In particular:
· establishing a European footprint for MIH and strengthening the
combined group's position in the European exchange industry;
· utilising the transatlantic footprint for the combined group to
support business development initiatives by leveraging networks across markets
and geographies;
· leveraging MIH's in-house technology to enhance the customer
experience and drive TISE's growth; and
· accelerating the expansion of TISE's products and services across the
public and private markets.
The TISE Board is confident that, as an independent business, TISE is well
positioned for growth over the longer term.
In recent years, the TISE Board has pursued a number of avenues to increase
the visibility and liquidity of TISE's shares. Despite these efforts, the
shares have, in the TISE Board's view, remained undervalued and do not
appropriately reflect the trading performance and future prospects of TISE.
Whilst TISE Shareholders have received regular and substantial dividends over
the past five years, there has been limited opportunity for TISE Shareholders
(many of whom invested in 2013 at £1.00 per share) to realise the greatly
increased value of their holdings.
The TISE Board highlights that the Cash Consideration represents a premium of:
· 18.42 per cent. to the Closing Price;
· 19.49 per cent. to 1,883 pence, being the six-month
Average Closing Price per TISE Share to the Latest Practicable Date; and
· 27.73 per cent. to 1,762 pence, being the twelve-month
Average Closing Price per TISE Share to the Latest Practicable Date.
The Acquisition provides shareholders with the opportunity to realise the
value of their otherwise illiquid shareholding in TISE at a significant
premium to the current share price.
The TISE Board have carefully considered the proposal from Bidco. Whilst the
TISE Board remains confident that TISE is well positioned to continue to
create value over the longer term as an independent business, the TISE
Directors have concluded that the terms of the Acquisition recognise the
strength and value of TISE's business and provide shareholders with immediate
cash realisation, compared to TISE's continuing to pursue an independent
strategy.
Accordingly, following careful consideration of the above factors, the TISE
Directors intend to recommend unanimously that TISE Shareholders vote (or
procure the voting) in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting.
7. Irrevocable undertakings
Bidco has received irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the Resolution at the General
Meeting (or, if Bidco exercises its right to implement the Acquisition by way
of a Takeover Offer, to accept, or procure the acceptance of, such Takeover
Offer) from each TISE Director holding TISE Shares in respect of their entire
beneficial or indirect holdings of TISE Shares, amounting, in aggregate, to
30,000 TISE Shares (representing, in aggregate, approximately 1.06 per cent.
of the TISE Shares in issue on the Latest Practicable Date).
In addition to the irrevocable undertakings from the TISE Directors referred
to above, Bidco has also received irrevocable undertakings to vote (or procure
the voting) in favour of the Scheme at the Court Meeting and Resolution at the
General Meeting (or, if Bidco exercises its right to implement the Acquisition
by way of a Takeover Offer, to accept, or procure the acceptance of, such
Takeover Offer) from Carey Olsen Corporate Finance Limited and Neslo Partners
No. 2 Limited in respect of 276,100 TISE Shares (representing, in aggregate,
approximately 9.72 per cent. of the TISE Shares in issue on the Latest
Practicable Date).
In total therefore, Bidco has received irrevocable undertakings with respect
to 306,100 TISE Shares (representing, in aggregate, approximately 10.77 per
cent. of the TISE Shares in issue on the Latest Practicable Date).
Full details of the irrevocable undertakings received by Bidco are set out in
Appendix III to this Announcement.
8. Information on Bidco and MIH
Bidco
Bidco is a private limited company incorporated in England and Wales and is a
wholly-owned subsidiary of MIH. Bidco was established on 20 March 2023 as a
wholly-owned subsidiary of MIH and was formed for the purpose of acquiring
shares in TISE. Bidco currently holds 837,032 shares in TISE, representing
29.46% of the issued share capital of TISE. Further details in relation to
Bidco will be contained in the Scheme Document.
MIH
MIH is a technology-driven leader in building and operating financial
marketplaces enabled by its in-house built, proprietary technology. MIH
launched the MIAX exchanges with a mission to provide (i) marketplaces that
cater to the needs of the customer and trading communities, (ii) competitive
pricing based on a low-cost operating structure, (iii) superior customer
service and performance and (iv) outstanding technology, reliability and risk
protections.
MIH maintains a broad portfolio of US exchange and clearing licenses and
operates markets across a diverse number of asset classes, including options,
cash equities and futures, and geographies, including the US and Bermuda. MIH
through its subsidiaries is regulated by the SEC, the CFTC and the BMA.
9. Information on TISE
TISE was incorporated in Guernsey in November 2013. TISE's ordinary shares
were admitted to listing and trading on The International Stock Exchange in
June 2016.
TISE provides financial markets and securities services to public and private
companies. It employs approximately 40 people, primarily within its
headquarters in Guernsey. TISE's business comprises the established public
market offering as well as its more recent private markets offering.
Public Market: Best known as one of Europe's major professional bond markets,
TISE's Qualified Investor Bond Market (QIBM) is a leading market in Europe for
listing high yield bonds and is experiencing strong growth in structured
finance and securitisation transactions. TISE also has a pool of 'domestic'
equities and a significant share of listed UK Real Estate Investment Trusts
(REITs), as well as hosting a comprehensive sustainable finance segment, TISE
Sustainable. TISE has over 4,400 securities on its Official List with a total
market value of more than £750 billion.
Private Markets: In 2023, TISE launched its innovative private markets
offering, TISE Private Markets, providing private companies with access to a
set of integrated, tailored electronic auction trading, settlement and
registry management solutions.
TISE has enjoyed significant growth in recent years and remains highly cash
generative, supporting the payment of two special dividends during the past
four years alongside twice-yearly ordinary dividends. In 2023, TISE set new
records for financial and business performance despite the challenging
macro-economic conditions.
For the financial year ended 31 December 2023, TISE reported record turnover
(£10.8 million), profit after tax (£4.9 million) and basic earnings per
share (171.3 pence). The total cash returned to shareholders through dividends
during the last six years was £9.64 per share, of which £6.52 had been
distributed since the beginning of 2021.
For the six month period ended 30 June 2024, TISE reported record turnover
(£6.4 million) and an increase in basic earnings per share (107.0 pence). A
total of £7.0 million was returned to shareholders during the first half of
2024 through the payment of special and ordinary dividends.
In September 2024, the TISE Board declared a further ordinary dividend of 75.0
pence per share (paid October 2024), a return of £2.1 million to
shareholders.
10. TISE current trading and outlook
2024 was another strong year for TISE, operationally and financially. TISE will announce its audited results for the financial year ended 31 December 2024 on or around 20 March 2025 and the Board of TISE expects these results to be in line with management's expectations. The Board of TISE believes that outlook, short-term and beyond, will as ever be influenced by a combination of a number of opportunities and uncertainties but that TISE is well placed to continue to develop and prosper.
11. Management, employees, research and development and locations of TISE
Strategic plans
MIH believes TISE's management and Board have created a strong business that
is competitively positioned for further growth as part of a global exchange
group. MIH believes TISE will benefit from MIH's technological and market
expertise, as well as the relationships MIH maintains with a global network of
financial markets participants.
MIH expects to invest a larger portion of free cash flow generated by TISE
into the business to enable scalability in people, process and technology than
is currently allowed under TISE's dividend policy.
Subsequent to the consummation of the Acquisition MIH intends to work closely
with TISE management and employees to set a business development strategy to
diversify and expand the number of instruments listed on TISE's exchange and
private market offering.
MIH also plans to work with the TISE team to further evaluate ongoing
initiatives and technological deployments to determine where MIH's expertise
and network can assist to further these opportunities, as well as identifying
additional opportunities for growth, which may result in further areas of
collaboration between MIH and TISE.
Directors, management and employees
MIH recognises the value created to date by TISE's management team and intends
to retain the existing management team to operate TISE and its subsidiary to
ensure continued operations and ongoing support for TISE's customers and other
stakeholders. MIH confirms that, following the Scheme becoming Effective, it
is intended that each of the four TISE non-executive directors will resign
from their office as a director of TISE.
MIH does not intend to make any material changes to the overall headcount and
functions of TISE. MIH does not anticipate any material change in the balance
of skills and functions of employees and management of TISE, or to their
conditions of employment.
MIH believes that TISE employees will benefit from broader development and
career opportunities through being part of a larger combined group with more
extensive international operations, and MIH is excited about the
entrepreneurial drive and customer focus of the team at TISE.
MIH confirms that, following the Scheme becoming Effective, the existing
contractual and statutory employment rights, including in relation to
pensions, of all TISE employees will be fully safeguarded in accordance with
applicable law.
Headquarters, locations and fixed assets
MIH has no intention to change the principal locations of TISE's business or
the location or function of TISE's headquarters.
MIH is committed to supporting TISE's continued expansion and development
through a collaborative and responsible ownership approach, and is excited to
establish a presence in Guernsey. MIH anticipates investing in the TISE
business to continue growing TISE's market and its capabilities.
MIH does not intend to make any changes to TISE's fixed assets or asset base.
Management incentivisation arrangements
MIH has not entered into, nor had any discussions regarding, any form of
incentive arrangements with any member of TISE's management. However, MIH
intends to put in place incentive arrangements for the TISE management
following the Scheme becoming Effective.
Research and development
TISE does not have any material research and development functions and,
therefore, MIH has no plans in this regard.
Pension schemes
TISE does not operate or contribute to any defined benefit pension schemes.
Trading Facilities
The TISE Shares are currently admitted to listing and trading on The
International Stock Exchange. As set out in paragraph 16, subject to the
Scheme becoming Effective, an application will be made to The International
Stock Exchange Authority Limited to cancel the admission of the TISE Shares to
listing and trading on The International Stock Exchange on or shortly after
the Effective Date.
No statements in this paragraph 11 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
12. Financing
The Cash Consideration payable by Bidco to TISE Shareholders under the terms of the Acquisition will be financed by a combination of: (a) its existing cash resources in an amount equal to £21,412,934 and (b) USD 40,000,000 of third party debt to be provided under an interim facilities agreement entered into between (i) MIH, (ii) Bidco, (iii) Skylight Aggregator, L.P. (as the interim facility agent), (iv) Skylight Aggregator, L.P. (as the interim security agent) and (v) the original interim lender (as defined therein) ("Interim Facilities Agreement").
Zeus, in its capacity as financial adviser to Bidco and MIH, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the Cash Consideration payable to Scheme Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
13. Offer-related arrangements
Confidentiality Agreement
MIH and TISE entered into a confidentiality agreement dated 9 December 2024
(the "Confidentiality Agreement") pursuant to which, amongst other things, MIH
has undertaken to: (a) subject to certain exceptions, keep confidential
information relating to TISE confidential and not to disclose it to third
parties; and (b) use such confidential information only in connection with the
Acquisition. The confidentiality obligations remain in force for a period of
two years from the date of the Confidentiality Agreement (or, if earlier, upon
the Scheme becoming Effective or, if the Acquisition is implemented by way of
a Takeover Offer, the Takeover Offer being declared wholly unconditional). The
Confidentiality Agreement also contains restrictions on MIH soliciting or
employing certain employees of TISE.
Co-operation Agreement
Bidco, MIH and TISE entered into a co-operation agreement dated 19 March 2025
in relation to the Acquisition (the "Co-operation Agreement"). Pursuant to the
Co-operation Agreement:
· Bidco, MIH and TISE have agreed to be jointly responsible for
contacting and corresponding with the relevant regulatory authorities in
relation to all necessary filings, notifications and submissions in relation
to the obtaining of the GFSC Condition and the JCRA Condition as soon as
reasonably practicable (and in any event so as to enable the Scheme to become
Effective by the Long Stop Date);
· Bidco and MIH have agreed to use all commercially reasonable efforts
to achieve the satisfaction of the Regulatory Conditions;
· Bidco and MIH have agreed to certain customary undertakings to
co-operate in relation to satisfying the Regulatory Conditions; and
· Bidco and MIH have agreed to provide TISE with certain information as
may be reasonably requested and is required for the Scheme Document.
The Co-operation Agreement records the intention of Bidco, MIH and TISE to
implement the Acquisition by way of the Scheme, subject to Bidco's right to
switch to a Takeover Offer.
The Co-operation Agreement also contains customary undertakings between TISE
and Bidco relating to the treatment of subsisting share options under the TISE
Share Plans in connection with the offer, in respect of certain other
incentive arrangements including in relation to the payment of the Full Year
Dividend.
The Co-operation Agreement shall terminate, among other things:
· if Bidco and TISE so agree in writing at any time prior to the
Effective Date;
· upon service of written notice by Bidco to TISE if: (i) prior to the
Long Stop Date, a third party announces a firm intention to make an offer or
revised offer for TISE which is publicly recommended by the TISE Directors;
(ii) the TISE Directors change their recommendation in certain circumstances;
or (iii) prior to the Long Stop Date, a competing proposal (A) completes,
becomes effective, or is declared or becomes unconditional or (B) is
recommended in whole or in part by the TISE Directors;
· upon written notice by either party to the other if: (i) the Scheme
is not approved by the requisite majority of Scheme Shareholders at the Court
Meeting or the Resolution is not passed by the requisite majority of TISE
Shareholders at the General Meeting; (ii) the Court refuses to sanction the
Scheme; (iii) prior to the Long Stop Date, a third party announces a firm
intention to make an offer or revised offer for TISE which completes, becomes
effective or is declared or becomes unconditional in all respects; or (iv) a
competing proposal completes, becomes effective or is declared or becomes
unconditional;
· upon service of written notice by Bidco to TISE stating that a
Condition has been invoked by Bidco (where the invocation of the relevant
Condition has been permitted by the Takeover Panel) and that such Condition is
incapable of satisfaction by the Long Stop Date (and, if it is capable of
waiver, that Bidco will not waive the relevant Condition);
· if the Acquisition is withdrawn, lapses or terminates on or prior to
the Long Stop Date other than: (i) as a result of Bidco's exercise of the
right to switch to a Takeover Offer; or (ii) where it is otherwise to be
followed within five Business Days (or such other period agreed between Bidco
and TISE) by a firm offer announcement made by Bidco or any person acting in
concert with Bidco by a different offer or scheme of arrangement on
substantially the same or improved terms; or
· unless otherwise agreed by the parties in writing or required by the
Takeover Panel, on the Effective Date, if it has not occurred on or before the
Long Stop Date.
14. Structure and Conditions of the Acquisition
Scheme
It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement between TISE and the Scheme
Shareholders under Part VIII of the Companies Law of Guernsey. Bidco reserves
the right (in accordance with the Co-operation Agreement and with the consent
of the Takeover Panel, if required) to implement the Acquisition by way of a
Takeover Offer.
The purpose of the Scheme is to provide for Bidco to acquire and become the
owner of the whole of the issued and to be issued ordinary share capital of
TISE. Under the Scheme, the Acquisition is to be achieved by the transfer of
the Scheme Shares held by Scheme Shareholders to Bidco in consideration for
which the Scheme Shareholders will receive the consideration pursuant to the
Scheme on the basis set out in this Announcement and to be set out in the
Scheme Document.
The Acquisition does not require (and is not conditional upon) approval from
the States of Guernsey. However, the States of Guernsey has been informed of
Bidco's intention to pursue the Acquisition and has formally noted its
approval to the Acquisition, such approval being conditional upon the
headquarters (as stated on The International Stock Exchange's website) of both
The International Stock Exchange Group Limited and The International Stock
Exchange Authority Limited remain in Guernsey. For the avoidance of doubt, the
non-participating share of £1.00 in the capital of TISE owned by the States
of Guernsey (acting by or through the Policy & Resources Committee) is not
a Scheme Share and will not transfer to Bidco on completion of the Scheme.
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things:
(a) the approval of the Scheme by a majority in number
representing 75 per cent. or more in value of votes cast by the Scheme
Shareholders (or the relevant class or classes thereof, if applicable) who are
on the register of members of TISE at the Voting Record Time and who are
present and vote, whether in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or, in each
case, at any adjournment or postponement of any such meeting; and
(b) the approval of the Resolution by TISE Shareholders
representing at least 75 per cent. of the votes cast by eligible TISE
Shareholders, whether in person or by proxy, at the General Meeting (or any
adjournment or postponement thereof) to, amongst other things, amend the
articles of incorporation of TISE to ensure that, if the Scheme is approved at
the Court Meeting, any TISE Shares issued after the Scheme Record Time will
automatically be acquired by Bidco on the same terms as under the Scheme;
Application to Court to sanction the Scheme
Once the requisite approvals have been obtained at the Court Meeting and the
General Meeting and the other Conditions have been satisfied or (where
applicable) waived, the Scheme must be sanctioned by the Court at the Sanction
Hearing before it can become Effective.
The Scheme will become Effective in accordance with its terms on the date of
the Court Order. Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or General Meeting, or whether they voted in favour of or
against the Scheme.
The Scheme will contain a provision for Bidco and TISE to consent jointly, on
behalf of all persons concerned, to any modification of or addition to the
Scheme or to any condition that the Court may approve or impose. TISE has been
advised that the Court would be unlikely to approve any modification of, or
addition to, or impose a condition to the Scheme which might be material to
the interests of Scheme Shareholders unless Scheme Shareholders were informed
of such modification, addition or condition. It would be a matter for the
Court to decide, in its discretion, whether or not a further meeting of Scheme
Shareholders should be held in these circumstances.
Amended TISE Articles
Any TISE Shares issued at or before the Scheme Record Time will be subject to
the terms of the Scheme. Any TISE Shares issued after the Scheme Record Time
will be subject to the Amended TISE Articles and will be automatically
transferred to Bidco in accordance with the terms of the Amended TISE
Articles.
Full details of the Scheme to be set out in the Scheme Document
The Scheme Document will include full details of the Scheme, including the
expected timetable and the action to be taken by Scheme Shareholders. The
Scheme will be governed by Guernsey law. The Scheme will be subject to the
applicable requirements of the Code, the Takeover Panel, the GFSC (in relation
to the GFSC Condition), the JCRA (in relation to the JCRA Condition) and The
International Stock Exchange Authority Limited (in relation to TISE's
admission to listing and trading on The International Stock Exchange).
The Scheme Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to TISE Shareholders
within 28 days of the date of this Announcement or such later date as may be
agreed by the Takeover Panel. Subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, the Scheme Document will also be
made available on TISE's website at www.tisegroup.com/offer-documentation/ and
on Bidco's website at
http://www.miaxglobal.com/recommended-offer-to-acquire-TISE. Neither the
contents of such websites nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of, this
Announcement.
Conditions
In addition to the requirements described above, the Acquisition is also subject to the Conditions and certain further terms set out in Appendix I of this announcement, including the GFSC Condition and the JCRA Condition.
The Acquisition will lapse if:
(a) the Court Meeting is not held on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TISE and the Court may allow);
(b) the General Meeting is not held on or before the 22(nd) day being the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and TISE may agree and the Court may allow); and
(c) the Scheme does not become Effective by the Long Stop Date.
The Scheme is currently expected to become Effective during Q2 2025, subject
to the satisfaction or, where applicable, waiver of the Conditions. An
expected timetable of key events relating to the Acquisition will be provided
in the Scheme Document.
Right to switch to a Takeover Offer
Bidco reserves the right to elect (in accordance with the terms of the
Co-operation Agreement and with the consent of the Takeover Panel, if
required) to implement the Acquisition by way of a Takeover Offer for the
entire issued and to be issued ordinary share capital of TISE not already
owned by the Wider MIH Group as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject to
appropriate amendments including without limitation, the inclusion of an
acceptance condition set at no more than 90 per cent. of TISE Shares to which
the Takeover Offer relates (or such lesser percentage, being more than 50 per
cent. as may be determined by Bidco with the consent of the Takeover Panel (if
necessary)), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part C of Appendix I to this
Announcement. Further, if sufficient acceptances of the Takeover Offer are
received and/ or sufficient TISE Shares are otherwise acquired, it is the
intention of Bidco to apply the provisions of the Companies Law of Guernsey to
compulsorily acquire any outstanding TISE Shares to which the Takeover Offer
relates.
15. TISE Share Plans
Participants in the TISE Share Plans will be contacted regarding the effect of the Acquisition on their rights under the TISE Share Plans and appropriate proposals will be made to such participants in due course pursuant to Rule 15 of the Code. Further details of the terms of such proposals will be set out in the Scheme Document.
16. Cancellation of admission to trading on the Official List of the TISE Shares
It is intended that dealings in TISE Shares will be suspended on or shortly
before the Effective Date at a time to be set out in the Scheme Document or as
separately announced following the date of this Announcement. It is further
intended that an application will be made to The International Stock Exchange
Authority Limited for the cancellation of the admission to listing and trading
of the TISE Shares on the Official List with effect from or shortly after the
Effective Date. It is currently expected that the last day of dealings in TISE
Shares on the Official List will be the Business Day immediately prior to the
Effective Date and that no transfers will be registered after 6.00 p.m. on
that date.
On the Effective Date, TISE will become a wholly owned subsidiary of Bidco. In
addition, entitlements to TISE Shares held within the CREST system will be
cancelled on the Effective Date.
Upon the Scheme becoming Effective, Bidco (and/or its nominee(s)) will acquire
the Scheme Shares fully paid and free from all liens, equitable interests,
charges, encumbrances and other third party rights of any nature whatsoever
and together with all rights attaching to them including the right to receive
and retain all dividends and distributions (if any) declared after the
Effective Date.
17. Disclosure of interests in TISE
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraphs 4 and 7 above and
the 837,032 TISE Shares currently held by Bidco, none of Bidco, its directors,
nor so far as Bidco is aware, any person acting, or deemed to be acting, in
concert with Bidco:
(a) had an interest in, or right to subscribe for, relevant securities of TISE;
(b) had any short position in (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 of, relevant securities of TISE;
(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of TISE; or
(d) had borrowed, lent or entered into any financial collateral arrangements in respect of any TISE Shares.
Furthermore, save for the irrevocable undertakings described in paragraphs 4
and 7 above and the 837,032 TISE Shares currently held by Bidco, no
arrangement exists between Bidco or TISE or a person acting in concert with
Bidco or TISE in relation to TISE Shares. For these purposes, an "arrangement"
includes any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to TISE Shares
which may be an inducement to deal or refrain from dealing in such securities.
18. Documents available for inspection
Copies of this Announcement and the following documents will, by no later than
12 noon (London and Guernsey time) on the Business Day following the
Announcement Date, be made available on TISE's website at
www.tisegroup.com/offer-documentation/ and on Bidco's website at
http://www.miaxglobal.com/recommended-offer-to-acquire-TISE until the end of
the Offer Period:
· this Announcement;
· the irrevocable undertakings referred to in paragraph
7 above and summarised in Appendix III;
· the Confidentiality Agreement;
· the Co-operation Agreement;
· consent letters from each of Investec and Zeus to being
named in this announcement; and
· documents relating to Bidco's financing of the
Acquisition.
Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks is incorporated in, or
forms part of, this Announcement.
19. General
The Acquisition will be subject to the Conditions and certain further terms
set out in Appendix I and to the full terms and conditions which will be set
out in the Scheme Document.
In deciding whether or not to vote, or procure the voting, in favour of the
Scheme at the Court Meeting and the Resolution at the General Meeting, TISE
Shareholders should rely on the information contained, and follow the
procedures described, in the Scheme Document.
Investec and Zeus 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.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains certain
details relating to the irrevocable undertakings referred to in this
Announcement. Appendix IV contains definitions of certain terms used in this
Announcement.
Enquiries:
MIH and Bidco Tel: +1 (609) 955 2091
Andy Nybo
Zeus Capital (financial adviser to MIH and Bidco) Tel: +44 20 3829 5000
Martin Green, James Hornigold, Alexandra Campbell-Harris
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
Reed Smith LLP is retained as English legal adviser to MIH and Bidco. Mourant
Ozannes (Guernsey) LLP is acting as Guernsey legal adviser to MIH and Bidco.
Ashurst LLP is retained as English legal adviser to TISE. Walkers (Guernsey)
LLP is acting as Guernsey legal adviser to TISE.
Important Notices
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.
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 purposes of Rule 3 of
the Code and 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.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be implemented solely through and on the terms
set out in the Scheme Document and the accompanying Forms of Proxy (or, in the
event that the Acquisition is to be implemented by means of a Takeover Offer,
the Offer Document and acceptance), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of,
or to accept, the Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document). TISE Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition once it has been despatched.
This Announcement does not constitute a prospectus or prospectus exempted
document.
The statements contained in this Announcement are made as at the Announcement
Date, unless some other time is specified in relation to them, and the
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.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with Guernsey
law, the Code and the Listing Rules 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, Jersey or Guernsey. Nothing in this Announcement should be relied on
for any other purpose.
The release, publication or distribution of this Announcement in or into,
jurisdictions other than the United Kingdom, Jersey or Guernsey may be
restricted by the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this Announcement comes who are subject to the
laws and/or regulations of any jurisdiction other than the United Kingdom,
Jersey or Guernsey should inform themselves about and observe any such
applicable laws and/or regulations in their jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom, Jersey or
Guernsey to vote their Scheme Shares or TISE Shares (as applicable) with
respect to the Scheme at the Court Meeting or the Resolution at the General
Meeting, or to appoint another person as proxy to vote at the Court Meeting or
the General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located. Further details in relation
to Overseas Shareholders will be contained in the Scheme 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 Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.
Unless otherwise determined by TISE or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such use, means, instrumentality or form from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents 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 a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by a 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 the mails or any other means or instrumentality (including, without
limitation, facsimile, email 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 or within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
TISE Shareholders in the United States should note that the Acquisition
relates to the securities of a Guernsey company with a listing on the Official
List and is proposed to be effected by means of a scheme of arrangement
provided for under, and governed by, the Companies Law of Guernsey. This
Announcement, the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with Guernsey law, the
Listing Rules, the Code. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to
the procedural and disclosure requirements and practices applicable to a
scheme of arrangement involving a target company organised in Guernsey and
listed on the Official List, which differ from the procedural and disclosure
requirements of the United States tender offer rules and proxy solicitation
rules under the US Exchange Act. If, in the future, Bidco exercises the right
to implement the Acquisition by way of a Takeover Offer and determines to
extend the offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations, including,
without limitation, to the extent applicable, Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such Takeover Offer would be made by Bidco
and no one else.
The financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with FRS 102 and may
not be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable under FRS
102. 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).
The TISE Shares have not been approved or disapproved by the Securities
Exchange Commission or any US state securities commission, nor have any such
authorities passed judgment upon the fairness or the merits of the Acquisition
or determined if this Announcement is accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
US holders of TISE Shares should also be aware that the receipt of
consideration by a US holder for the transfer of its TISE Shares pursuant to
the transaction contemplated herein may have tax consequences in the United
States and that such consequences, if any, are not described herein. US
holders of TISE Shares are urged to consult with independent professional
advisors regarding the legal, tax and financial consequences of the
Acquisition applicable to them.
It may be difficult for US holders of TISE Shares to enforce their rights and
claims arising out of US federal securities laws, since TISE is incorporated
outside the United States, and its officers and directors may be residents of,
and some or all of their assets may be located in, countries other than the
United States. US holders of TISE Shares may have difficulty effecting service
of process within the United States upon those persons or recovering against
judgments of US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders 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.
In the event that the Acquisition is implemented by way of a takeover offer,
in accordance with normal practice in the UK and Guernsey and consistent with
Rule 14e-5(b) of the US Exchange Act (if applicable), Bidco, certain
affiliated companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in TISE outside the
United States, other than pursuant to the Acquisition, until the date on which
the Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the United Kingdom, will be reported
to a Regulatory Information Service and will be available on The International
Stock Exchange website at https://tisegroup.com/.
Further details in relation to US investors will be contained in the Scheme
Document.
Forward-looking statements
This Announcement may contain certain "forward-looking statements" with
respect to TISE, Bidco and MIH. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of similar meaning
or the negative thereof. Forward-looking statements include, but are not
limited to, statements relating to the following: (a) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; and (b) business and management strategies of MIH, Bidco and/or
TISE and the expansion and growth of TISE.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of MIH, Bidco or TISE, nor any of their respective associates, directors,
officers, employees 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 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 MIH, Bidco or TISE or any person
acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this Announcement.
MIH, Bidco and TISE assume no obligation to update publicly or revise
forward-looking or other statements contained in this Announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate
for MIH, Bidco or TISE in respect of any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per TISE
Share for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per TISE Share.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on TISE's website at
www.tisegroup.com/offer-documentation/ and on Bidco's website at
http://www.miaxglobal.com/recommended-offer-to-acquire-TISE by no later than
12:00 noon (London and Guernsey time) on the Business Day following the
Announcement Date. Neither the contents of such websites nor the content of
any other website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement, free of charge, by contacting JTC Registrars
Limited on 01481 711 301 (or from outside of the UK, on +44 (0) 1481 711 301)
between 9.00 a.m. to 5.00 p.m. Monday to Friday (London and Guernsey time) or
by submitting a request in writing to JTC Registrars Limited, Ground Floor,
Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT. For persons who
receive a copy of this Announcement in electronic form, a hard copy of this
Announcement will not be sent unless so requested. In accordance with Rule
30.3 of the 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.
Electronic communications - information for TISE Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by TISE Shareholders, persons with information rights and other
relevant persons for the receipt of communications from TISE may be provided
to Bidco during the Offer Period as required under section 4 of Appendix 4 of
the Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different paragraphs and/or tables may vary slightly and figures shown as
totals in certain paragraphs and/or tables may not be an arithmetic
aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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: (a) the
offeree company; and (b) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 pm (London and Guernsey time) on the 10th
Business Day (as defined in the Code) following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 pm (London and Guernsey
time) on the 10th Business Day (as defined in the 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 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: (a) the offeree
company; and (b) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 pm (London and Guernsey time) on the Business Day
(as defined in the 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 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 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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
Takeover 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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, TISE confirms that, as at the
Announcement Date, it had in issue 2,841,000 TISE Shares. No shares are held
in treasury. The ISIN for the TISE Shares is GG00BYYLRY96.
APPENDIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the Acquisition
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and Effective subject to the Code, by not later than
11:59 p.m. on the Long Stop Date.
Scheme Condition
2. The Scheme will be subject to the following Conditions:
(a)
(i) the approval of the Scheme by a majority in number
representing 75 per cent. or more in value of votes cast by the Scheme
Shareholders (or the relevant class or classes thereof, if applicable) who are
on the register of members of TISE at the Voting Record Time and who are
present and vote, whether in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or, in each
case, at any adjournment or postponement of any such meeting; and
(ii) the Court Meeting (and any separate class meeting which may
be required by the Court) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document (or
such later date, if any, as (x) Bidco and TISE may agree, or (y) (in a
competitive situation) Bidco may specify with the consent of the Takeover
Panel, and in each case, if required, that the Court may allow);
(b)
(i) the approval of the Resolution by TISE Shareholders
representing at least 75 per cent. of the votes cast by eligible TISE
Shareholders, whether in person or by proxy, at the General Meeting (or any
adjournment or postponement thereof) to, amongst other things, amend the
articles of incorporation of TISE to ensure that, if the Scheme is approved at
the Court Meeting, any TISE Shares issued after the Scheme Record Time will
automatically be acquired by Bidco on the same terms as under the Scheme; and
(ii) the General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as (x) Bidco and TISE may agree, or (y)
(in a competitive situation) Bidco may specify with the consent of the
Takeover Panel, and in each case, if required, that the Court may allow); and
(c)
(i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Bidco and TISE); and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document (or such later date, if any, as (x) Bidco and TISE may agree, or (y)
(in a competitive situation) Bidco may specify with the consent of the
Takeover Panel, and in each case, if required, that the Court may allow.
General Conditions
3. In addition, except as provided in Part B below and subject
to the requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective shall not be taken unless such Conditions
have been satisfied or, where relevant, waived prior to the Scheme being
sanctioned by the Court:
GFSC Condition
(a) the GFSC providing its confirmation in writing of no
objection under the POI Law in respect of: (A) Bidco acquiring the Scheme
Shares; (B) any member of the Wider MIH Group in relation to such member's
proposed indirect ownership (or increased ownership, as the case may be) of
TISE and the Wider TISE Group; and (C) any person becoming the holder of a
'vetted supervised role' (as defined in the POI Law) in respect of the Wider
TISE Group, in each case, as a result of the Acquisition or its
implementation, such confirmation on terms reasonably satisfactory to Bidco
and provided such confirmation has not been revoked and is in full force and
effect.
JCRA Condition
(b) insofar as the Acquisition constitutes a notifiable merger
or acquisition of a type prescribed under the Competition (Mergers and
Acquisitions) (Jersey) Order 2010 (the "Jersey Competition Order"), the Jersey
Competition Regulatory Authority (the "JCRA") providing its approval of the
Acquisition for the purposes of Article 20(1) of the Competition (Jersey) Law
2005 (the "Jersey Competition Law") on terms reasonably satisfactory to Bidco;
Third Party Regulatory action
(c) the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider TISE Group taken as a whole or in the context of the Acquisition)
arising as a result of or in connection with the Scheme including, without
limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control or
management of, TISE by Bidco or any member of the Wider MIH Group;
(d) all necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Acquisition
or the acquisition by any member of the Wider MIH Group of any shares or other
securities in, or control of, TISE and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals deemed necessary or appropriate by Bidco
or any member of the Wider MIH Group for or in respect of the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, TISE or any member of the Wider TISE Group by any member of the
Wider MIH Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or persons with whom
any member of the Wider TISE Group has entered into contractual arrangements
and all such authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals deemed necessary or appropriate to carry on the business of any
member of the Wider TISE Group which are material in the context of the MIH
Group or the TISE Group as a whole or for or in respect of the Acquisition
including, without limitation, its implementation or financing remaining in
full force and effect and all filings necessary for such purpose having been
made and there being no notice or intimation of any intention to revoke or not
to renew any of the same at the time at which the Acquisition becomes
otherwise unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
(e) 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 enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider MIH Group or any member of the Wider TISE Group of all or any portion of
their respective businesses, assets or property or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the Wider MIH
Group or the Wider TISE Group in either case taken as a whole or in the
context of the Acquisition;
(ii) require, prevent or delay the divestiture by any member of
the Wider MIH Group of any shares or other securities in TISE;
(iii) impose any material limitation on, or result in a delay in,
the ability of any member of the Wider MIH Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider TISE Group or the
Wider MIH Group or to exercise voting or management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider MIH Group or of any member of the Wider
TISE Group to an extent which is material in the context of the Wider MIH
Group or the Wider TISE Group in either case taken as a whole or in the
context of the Acquisition;
(v) make the Acquisition or its implementation of the Acquisition
by Bidco or any member of the Wider MIH Group of any shares or other
securities in, or control of TISE void, illegal, and/or unenforceable under
the laws of any jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or impose
additional conditions or obligations with respect thereto;
(vi) except as envisaged in the implementation of the Scheme,
require any member of the Wider MIH Group or the Wider TISE Group to offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the Wider MIH Group or the Wider TISE Group owned by any third
party;
(vii) impose any limitation on the ability of any member of the Wider
TISE Group to co-ordinate its business, or any part of it, with the businesses
of any other members which is adverse to and material in the context of the
Wider TISE Group taken as a whole or in the context of the Acquisition; or
(viii) result in any member of the Wider TISE Group ceasing to be able
to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any TISE Shares
having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(f) except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider TISE Group is a party, or by or to which any such member
or any of its assets may be bound, entitled or subject, or any circumstance
which, as a consequence of the Acquisition or the proposed acquisition of any
shares or other securities (or equivalent) in TISE or because of a change in
the control or management of TISE or otherwise, could or might result in any
of the following to an extent which is material and adverse in the context of
the Wider TISE Group, or the Wider MIH Group, in either case taken as a whole,
or in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any such
member 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) any such agreement, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any such
member hereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
(iii) any asset or interest of any such member 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 such member
otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member;
(v) the rights, liabilities, obligations or interests of any such
member, or the business of any such member with, any person, firm, company or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under
any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,
and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider TISE Group is a party or by or to which any such member or
any of its assets are bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
Conditions (f)(i) to (f)(viii) of this Condition;
Certain events occurring since the Last Accounts Date
(g) except as Disclosed, no member of the Wider TISE Group
having since the Last Accounts Date:
(i) save as between TISE and wholly-owned subsidiaries of TISE
or for TISE Shares issued under or pursuant to the exercise of options granted
under the TISE Share Plans, issued or agreed to issue or authorised or
proposed the issue, of additional shares of any class;
(ii) save as between TISE and wholly-owned subsidiaries of TISE or
for the grant of options and awards and other rights under the TISE Share
Plans, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(iii) prior to the completion of the Acquisition, recommended,
declared, paid or made any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than the Full Year Dividend and any
dividends (or other distributions whether payable in cash or otherwise)
lawfully paid or made by any wholly-owned subsidiary of TISE to TISE or any of
its wholly-owned subsidiaries;
(iv) other than the Full Year Dividend or to another member of the
TISE Group, prior to completion of the Acquisition, recommended, declared,
paid or made any dividend or other distribution payable in cash or otherwise
or made any bonus issue;
(v) save for intra-TISE Group transactions, merged (or
amalgamated) or demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and
trade investments) or authorised or proposed or announced any intention to
propose any merger (or amalgamation), demerger, disposal, transfer, mortgage,
charge or security interest, in each case, other than in the ordinary course
of business and, in each case, to the extent which is material in the context
of the Wider TISE Group taken as a whole or in the context of the Acquisition;
(vi) save for intra-TISE Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital
in each case, to the extent which is material in the context of the Wider TISE
Group taken as a whole or in the context of the Acquisition;
(vii) issued, authorised or proposed the issue of, or made any change
in or to, any debentures or (save for intra-TISE Group transactions), save in
the ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability;
(viii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs d(i) or d(ii)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider TISE Group taken as a
whole or in the context of the Acquisition;
(ix) save for intra-TISE Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
(x) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of such a nature or magnitude other than in the ordinary
course of business, in each case, to the extent which is material in the
context of the Wider TISE Group taken as a whole or in the context of the
Acquisition;
(xi) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, to the extent which is material in the
context of the Wider TISE Group taken as a whole or in the context of the
Acquisition;
(xii) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider TISE Group or
the Wider MIH Group other than of a nature and extent which is normal in the
context of the business concerned;
(xiii) waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Wider TISE Group
taken as a whole or in the context of the Acquisition;
(xiv) save as required in connection with the Acquisition, made any
material alteration to its memorandum or articles of incorporation or other
incorporation documents;
(xv) 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;
(xvi) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition;
(xvii) made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider TISE Group for its directors,
employees or their dependents;
(B) the contributions payable to any such scheme(s) 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 such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider TISE
Group taken as a whole or in the context of the Acquisition;
(xviii) proposed, agreed to provide or modified the terms of any of the TISE
Share Schemes or other benefit constituting a material change relating to the
employment or termination of employment of a material category of persons
employed by the Wider TISE Group or which constitutes a material change to the
terms or conditions of employment of any senior employee of the Wider TISE
Group, save as agreed by the Takeover Panel (if required) and by Bidco, or
entered into or changed the terms of any contract with any director or senior
executive;
(xix) taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Takeover Panel or the approval of TISE
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code;
(xx) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or senior
executives of any members of the Wider TISE Group; or
(xxi) waived or compromised any claim which is material in the context
of the Wider TISE Group taken as a whole or in the context of the Acquisition,
otherwise than in the ordinary course;
No adverse change, litigation, regulatory enquiry or similar
(h) except as Disclosed, since the Last Accounts Date there
having been:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider TISE Group which, in any
such case, is material in the context of the Wider TISE Group taken as a whole
or in the context of the Acquisition and no circumstances have arisen which
would or might reasonably be expected to result in such adverse change or
deterioration;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider TISE Group is or may become
a party (whether as a plaintiff, defendant or otherwise) and no enquiry,
review or investigation by, or complaint or reference to, any Third Party or
other investigative body against or in respect of any member of the Wider TISE
Group having been instituted, announced, implemented or threatened by or
against or remaining outstanding in respect of any member of the Wider TISE
Group which in any such case has had or might reasonably be expected to have a
material adverse effect on the Wider TISE Group taken as a whole or in the
context of the Acquisition;
(iii) no contingent or other liability of any member of the Wider
TISE Group having arisen or become apparent to Bidco or increased which has
had or might reasonably be expected to have a material adverse effect on the
Wider TISE Group taken as a whole or in the context of the Acquisition;
(iv) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider TISE Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which has had or would reasonably be expected to have an
adverse effect which is material in the context of the Wider TISE Group, taken
as a whole or in the context of the Acquisition; and
(v) no member of the Wider TISE Group having conducted its
business in breach of any applicable laws and regulations which, in any case,
is material in the context of the Wider TISE Group, taken as a whole or in the
context of the Acquisition; and
No discovery of certain matters
(i) except as Disclosed, Bidco not
having discovered that:
(i) any financial, business or other information concerning the
Wider TISE Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider TISE Group is materially
misleading, contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading, and which was
not subsequently corrected before the date of this Announcement by disclosure
either publicly or otherwise to Bidco or its professional advisers, in each
case, to the extent which is material in the context of the Wider TISE Group,
taken as a whole or in the context of the Acquisition;
(ii) that any member of the Wider TISE Group or partnership,
company or other entity in which any member of the Wider TISE Group has an
economic interest and which is not a subsidiary undertaking of TISE, is
subject to any liability (contingent or otherwise) which is not disclosed in
TISE' audited accounts in each case, to the extent which is material in the
context of the Wider TISE Group taken as a whole or in the context of the
Acquisition; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider TISE Group
and which is material in the context of the Wider TISE Group taken as a whole
or in the context of the Acquisition;
(iv) any past or present member of the Wider TISE Group has failed
to comply with any and/or all applicable legislation or regulation, of any
jurisdiction with regard to the use, treatment, handling, storage, carriage,
disposal, spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to environmental matters
or the health and safety of humans, or that there has otherwise been any such
use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider TISE Group and which is material in the context of the
Wider TISE Group taken as a whole or in the context of the Acquisition;
(v) there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
TISE Group to make good, remediate, repair, reinstate or clean up any property
or any controlled waters now or previously owned, occupied, operated or made
use of or controlled by any such past or present member of the Wider TISE
Group (or on its behalf) or by any person for which a member of the Wider TISE
Group is or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, regulation, notice, circular or order of any Third
Party and which is material in the context of the Wider TISE Group taken as a
whole or in the context of the Acquisition;
(vi) circumstances exist (whether as a result of the Acquisition or
otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider MIH Group or any present or
past member of the Wider TISE Group would be likely to be required to
institute, an environmental audit or take any other steps which would in any
such case be reasonably likely to result in any liability (whether actual or
contingent) to improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried out or make
good, remediate, repair, reinstate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider TISE Group (or on its behalf) or by any person for which a
member of the Wider TISE Group is or has been responsible, or in which any
such member may have or previously have had or be deemed to have had an
interest which is material in the context of the Wider TISE Group taken as a
whole or in the context of the Acquisition; or
(vii) circumstances exist whereby a person or class of persons would
be likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein currently or previously manufactured,
sold or carried out by any past or present member of the Wider TISE Group
which claim or claims would be likely, materially and adversely, to affect any
member of the Wider TISE Group and which is material in the context of the
Wider TISE Group taken as a whole or in the context of the Acquisition; and
Anti-corruption, economic sanctions, criminal property and money laundering
(j) except as Disclosed, Bidco not
having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider TISE Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Prevention of Corruption (Bailiwick of Guernsey) Law, 2003, the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or (B) any person that performs or has performed services for or on behalf of
the Wider TISE 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 Prevention of Corruption (Bailiwick of
Guernsey) Law, 2003, the Bribery Act 2010, the US Foreign Corrupt Practices
Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule
or regulation or any other applicable law, rule, or regulation concerning
improper payments or kickbacks; or
(ii) any asset of any member of the Wider TISE Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider TISE Group is found
to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering;
(iii) any past or present member, director, officer or employee of
the Wider TISE Group, or any other person for whom any such person is legally
liable or responsible, has, engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds from:
(A) any government, entity or individual with which
Guernsey, UK, US or EU persons are prohibited from engaging in activities or
doing business by Guernsey, UK, US or EU laws or regulations, including the
economic sanctions administered by the States of Guernsey, or the United
States Office of Foreign Assets Control; or
(B) any government, entity or individual targeted by any of
the economic sanctions of the Bailiwick of Guernsey, the United Kingdom, the
United Nations, the United States or the European Union or any of their
respective member states, save that this shall not apply if and to the extent
that it is or would be unenforceable by reason of breach of any applicable
law;
(iv) any past or present member, director, officer or employee of
the Wider TISE Group, or any other person for whom any such person may be
liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for
or to perform contracts for or with any government, governmental
instrumentality, or international organization or found to have violated any
applicable law, rule, or regulation concerning government contracting or
public procurement; or
(v) any member of the Wider TISE Group is or has been engaged in
any transaction which would cause Bidco to be in breach of any law or
regulation upon its acquisition of TISE, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control or
any other relevant government authority.
Part B: Waiver and invocation of the Conditions
1. Subject to the requirements of the Takeover Panel in
accordance with the Code and to the extent permitted by law, Bidco reserves
the right in its sole discretion to waive, in whole or in part:
(a) all or any of the Conditions set out in Part A of this
Appendix I except Conditions 1, 2(a)(i), 2(b)(i) and
2(c)(i) which cannot be waived; and
(b) the deadlines in any of Conditions 2(a)(ii),
2(b)(ii) and 2(c)(ii). If such deadline is not met, Bidco shall
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 TISE to extend the relevant deadline.
2. The Conditions set out in paragraphs 2 and 3
(inclusive) of Part A of this Appendix I must be fulfilled or waived (to the
extent capable of waiver) by no later than no later than 11.59 p.m. on the
date immediately preceding the date of the Sanction Hearing (or such later
date as TISE, Bidco, the Takeover Panel and, if required, the Court may
allow), failing which the Scheme will lapse.
3. The Acquisition will lapse if it does not become Effective
by 11:59 p.m. on the Long Stop Date (subject to the rules of the Code and,
where applicable, the consent of the Takeover Panel).
4. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or treat as fulfilled any of
Conditions 3(a) to 3(i) of Part A of this Appendix I by a date earlier than
the latest date for the fulfilment or waiver of that Condition specified
above, 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 Condition may not be capable of fulfilment.
5. Subject to paragraph 6 below, under Rule 13.5(a) of the
Code, Bidco may only invoke a Condition so as to cause the Acquisition and/or
the Scheme not to proceed, to lapse or to be withdrawn with the consent of the
Takeover Panel. The Takeover 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 Bidco in the context of the Acquisition. This will be
judged by reference to the facts of each case at the time that the relevant
circumstances arise.
6. Conditions 1 and 2 of Part A of this Appendix I (and
any Takeover Offer acceptance condition adopted on the basis specified in Part
C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.
7. If the Takeover Panel requires Bidco to make an offer or
offers for any TISE Shares under the provisions of Rule 9 of the Code, Bidco
may make such alterations to the Conditions as are necessary to comply with
the provisions of that Rule.
8. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Part C: Implementation of the Acquisition by way of a Takeover Offer
Bidco reserves the right to elect (in accordance with the terms of the
Co-operation Agreement and with the consent of the Takeover Panel, if
required) to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Takeover Offer will be
implemented on the same terms and conditions, so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments for an
acquisition being made by way of a Takeover Offer). The acceptance condition
would be set at 90 per cent. of the shares to which such Takeover Offer
relates (or such lesser percentage, being more than 50 per cent., as Bidco may
decide with the consent of the Takeover Panel).
Part D: Certain further terms of the Acquisition
1. Bidco reserves the right to implement the Acquisition
through any other entity owned by MIH from time to time.
2. The TISE Shares shall be acquired by Bidco fully paid and
free from all liens, equitable interests, charges, security interests,
encumbrances, rights of pre-emption and any other third party rights and
interests whatsoever and together with all rights existing at the Announcement
Date or thereafter attaching thereto, including (without limitation) the right
to receive and retain, in full, all dividends and other distributions (if any)
declared, made, paid or payable or any other return of capital or value
(whether by way of reduction of share capital or share premium account or
otherwise) made in each case by reference to a record date falling on or after
the Effective Date, other than the Full Year Dividend.
3. If, on or after the Announcement Date and before the
Effective Date, any dividend and/or distribution and/or other return of
capital or value other than the Full Year Dividend is authorised, announced,
declared, made or paid or becomes payable in respect of the TISE Shares, and
with a record date on or prior to the Effective Date, Bidco reserves the right
to reduce the consideration payable under the Acquisition in respect of each
TISE Share by the aggregate amount of all or part of any such dividend and/or
other distribution and/or other return of capital or value, except where TISE
Shares are or will be acquired pursuant to the Acquisition on a basis which
entitles Bidco to receive such dividend and/or other distribution and/or other
return of capital or value, provided that, to the extent that such dividend or
distribution or other return of capital or value is cancelled, the
Consideration will not be subject to change. If Bidco exercises this right or
makes such a reduction in respect of a dividend or other distribution, TISE
Shareholders will be entitled to receive and retain that dividend or other
distribution. Any exercise by Bidco of its rights referred to in this
paragraph 3 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 Acquisition.
4. The availability of the Acquisition to persons not resident
in Guernsey or the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than Guernsey or the United Kingdom and any TISE
Shareholders who are not resident in Guernsey or the United Kingdom will need
to inform themselves about and observe any applicable requirements.
5. Unless otherwise determined by Bidco or required by the
Code and permitted by applicable law and regulations, the Acquisition is not
being, and will not be, made, directly or indirectly, in, into or by the use
of the mails of, or by any other means or instrumentality (including, but not
limited to, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.
6. The Acquisition will be subject, amongst other things, to
the Conditions and certain further terms which are set out in this Appendix I
and those terms which will be set out in the Scheme Document and will be
subject to the applicable requirements of, and such further terms as may be
required to comply with the provisions of the Code and any requirement of the
Takeover Panel, The International Stock Exchange Authority Limited and the
Guernsey Registry.
7. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed
by Guernsey law and will be subject to the jurisdiction of the Guernsey
courts.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. As at the close of business on the Latest Practicable Date,
TISE had in issue 2,841,000 ordinary shares of £1.00 each. The ISIN for the
TISE Shares is GG00BYYLRY96.
2. The fully diluted ordinary share capital of TISE as at the
Latest Practicable Date is based upon:
(a) 2,841,000 TISE Shares in issue as at the close of business on the Latest Practicable Date; and
(b) an additional 286,000 TISE Shares that may be issued on or after the date of this Announcement to satisfy the exercise of options under the TISE Share Plans.
3. The value attributed to the entire issued and to be issued
ordinary share capital of TISE is calculated based on the Cash Consideration
of £22.50 per TISE Share, multiplied by the fully diluted share capital of
TISE set out in paragraph 2 above.
4. The value of £66.4 million attributed to the fully diluted
issued share capital of TISE (net of £3.9m proceeds received from the
expected exercise of options subsisting under the TISE Share Plans) has been
calculated based on the Cash Consideration of £22.50 per TISE Share and:
(a) 2,841,000 TISE Shares in issue as at the close of business on the Latest Practicable Date; and
(b) 286,000 TISE Shares that may be issued on or after the date of this Announcement to satisfy the exercise of options subsisting under the TISE Share Plans.
5. All percentages of TISE's issued share capital are stated
as at close of business on the Latest Practicable Date and are based on the
2,841,000 TISE Shares in issue as at the close of business on the Latest
Practicable Date.
6. Unless otherwise stated, financial information relating to
TISE has been extracted from the audited consolidated financial statements of
TISE for the financial year ended 31 December 2023 or the unaudited interim
results of TISE for the six months ended 30 June 2024 (as applicable).
7. Unless otherwise stated, all prices for TISE Shares are the
relevant Closing Price for the TISE Shares as at the relevant date.
8. The Average Closing Prices are derived from the Official
List price data and have been rounded to the nearest two decimal places.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Bidco has received irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and Resolution at the General
Meeting (or, if Bidco exercises its right to implement the Acquisition by way
of a Takeover Offer, to accept, or procure the acceptance of, such Takeover
Offer) in respect of 306,100 TISE Shares (representing, in aggregate,
approximately 10.77 per cent. of the TISE Shares in issue on the Latest
Practicable Date), comprising the following:
TISE Directors' irrevocable undertakings
The following TISE Directors have given irrevocable undertakings in respect of
their entire beneficial holdings of TISE Shares to vote or procure votes in
favour of the Scheme at the Court Meeting, and in favour of the Resolutions at
the General Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept or procure acceptance of the Takeover
Offer), in respect of, in aggregate 30,000 TISE Shares, representing
approximately 1.06 per cent. of TISE's issued share capital as at the Latest
Practicable Date:
Name Number of TISE Shares in respect of which the undertaking is given Percentage of TISE's issued share capital
Alexander (Anderson) Whamond 27,000 0.95%
Andrew Watchman* 2,000 0.07%
Gillian Morris 1,000 0.04%
Cees Vermaas** Nil Nil
Total 30,000 1.06%
* The undertaking given by Andrew Watchman is also in respect of the 18,500
TISE Shares to which he is entitled upon the exercise of his options issued
pursuant to the TISE Share Plans. As the options have not been exercised, they
are not included in the calculation of the percentage of the issued share
capital to which the undertaking relates.
** The undertaking given by Cees Vermaas is in respect of the 188,000 TISE
Shares to which he is entitled upon the exercise of his options issued
pursuant to the TISE Share Plans. As the options have not been exercised, they
are not included in the calculation of the percentage of the issued share
capital to which the undertaking relates.
These irrevocable undertakings will cease to bind if:
i. the Scheme Document or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document (as applicable) has not been posted to TISE
Shareholders within 28 days of the issue of this Announcement (or within such
longer period as Bidco and TISE, with the consent of the Takeover Panel, may
agree);
ii. the Scheme or Takeover Offer (as applicable) has not become Effective,
or become or been declared unconditional in all respects (as the case may be),
on or before the 19 September 2025;
iii. the Scheme does not become Effective or, as applicable, the Offer
lapses or is withdrawn and no new, revised or replacement Scheme or Takeover
Offer is or has been announced in accordance with the Takeover Code at the
same time; or
iv. any competing offer for the entire issued and to be issued share capital
of TISE is declared unconditional or, if implemented by way of a scheme of
arrangement, becomes effective.
Other TISE Shareholders' irrevocable undertakings
In addition to the irrevocable undertakings given by the TISE Directors as set
out above, Bidco has received irrevocable undertakings to vote in favour of
the Scheme at the Court Meeting, and in favour of the Resolutions at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of the Takeover Offer),
in respect of, in aggregate 276,000 TISE Shares, representing approximately
9.72 per cent. of TISE's issued share capital as at the Latest Practicable
Date:
Name Number of TISE Shares in respect of which the undertaking is given Percentage of TISE's issued share capital
Carey Olsen Corporate Finance Limited 246,100 8.66%
Neslo Partners No. 2 Limited 30,000 1.06%
Total 276,100 9.72%
These irrevocable undertakings will cease to bind if:
i. the Scheme Document or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document (as applicable) has not been posted to TISE
Shareholders within 28 days of the issue of this Announcement (or within such
longer period as Bidco and TISE, with the consent of the Takeover Panel, may
agree);
ii. the Scheme or Takeover Offer (as applicable) has not become Effective,
or become or been declared unconditional in all respects (as the case may be),
on or before the 19 September 2025;
iii. the Scheme does not become Effective or, as applicable, the Offer
lapses or is withdrawn and no new, revised or replacement Scheme or Takeover
Offer is or has been announced in accordance with the Takeover Code at the
same time; or
iv. any competing offer for the entire issued and to be issued share capital
of TISE is announced provided that such offer represents a value per TISE
Share of not less than 10 per cent above the maximum value of the offer price
of £22.50 per Scheme Share.
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:
2006 Act the UK Companies Act 2006, as amended from time to time;
2015 ESOS Plan the employee share option scheme approved by TISE shareholders on 9 December
2015 (as amended on 16 December 2020 and 18 March 2025);
2023 ESOS Plan the employee share option scheme 2023 approved by TISE shareholders on 8
August 2023 (as amended on 18 March 2025);
Acquisition the proposed cash acquisition by Bidco of the entire issued and to be issued
ordinary share capital of TISE (other than Excluded Shares), by means of the
Scheme as described in the Scheme Document, or, should Bidco so elect (in
accordance with the terms of the Co-operation Agreement and with the consent
of the Takeover Panel), by means of an Offer, and, where the context requires,
any subsequent revision, variation, extension or renewal thereof;
Amended TISE Articles the articles of incorporation of TISE as at the Announcement Date, as amended
to incorporate provisions requiring, amongst other things, any TISE Shares
issued after the Scheme Record Time (other than to Bidco and/or its nominees)
to be automatically transferred to Bidco on the same terms as the Acquisition
(other than to timings and formalities), such proposed amendments to be set
out in full in the notice of the General Meeting;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the
Code;
Announcement Date the date of this Announcement;
Authorisations regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions, determinations, exemptions
or approvals;
Average Closing Price the average of the per share trading close price of TISE Shares on The
International Stock Exchange as reported through the Official List;
BMA Bermuda Monetary Authority;
Bidco MIH East Holdings, Limited, a private limited company incorporated in England
and Wales with registered number 14743185 and whose registered office is at 1
Blossom Yard, Fourth Floor, London, United Kingdom, E1 6RS;
Business Day a day, not being a Saturday, Sunday or public or bank holiday in Guernsey, on
which banks in Guernsey are generally open for normal business;
CFTC US Commodity Futures Trading Commission;
Closing Price the closing middle market quote price of a TISE Share as derived from the
Official List on any particular date;
Co-operation Agreement has the meaning given to it in paragraph 13 of this Announcement;
Code the City Code on Takeovers and Mergers;
Companies Law of Guernsey the Companies (Guernsey) Law, 2008 (as amended);
Conditions the conditions to the implementation of the Acquisition (including the
Scheme), which are set out in Appendix I to this Announcement and will be set
out in the Scheme Document;
Confidentiality Agreement has the meaning given to it in paragraph 13 of this Announcement;
Court the Royal Court of Guernsey;
Court Meeting the meeting or meetings of the Scheme Shareholders (or any class or classes
thereof) to be convened pursuant to an order of the Court pursuant to section
107 of the Companies Law of Guernsey for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment approved or
imposed by the Court and agreed to by TISE and Bidco), including any
adjournment, postponement or reconvention of any such meeting, notice of which
shall be contained in the Scheme Document;
Court Order the order of the Court sanctioning the Scheme under Part VIII of the Companies
Law of Guernsey;
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear UK &
International Limited;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Disclosed means all information disclosed by, or on behalf of TISE: (i) in the annual
report and accounts of TISE for the financial period ended 31 December 2023;
(ii) in the interim report and accounts of TISE for the financial period
ended 30 June 2024; (iii) in this Announcement; (iv) in any other public
announcement made by, or on behalf of, TISE prior to the date of this
Announcement; or (vi) as otherwise disclosed to MIH or Bidco or their
respective officers, employees, agents or advisers (including via the virtual
data room operated by or on behalf of TISE in respect of the Acquisition and
any management presentation in connection with the Acquisition attended by
TISE and MIH or Bidco or their respective officers, employees, agents or
advisers) prior to the date of this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) ;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by
way of a Scheme, the Scheme having become effective in accordance with its
terms; or (b) if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer having been declared, or becoming, unconditional in all
respects in accordance with the requirements of the Code;
Effective Date the date upon which the Acquisition becomes Effective;
Excluded Shares 1. any TISE Shares which are: (i) registered in the name of,
or beneficially owned by, Bidco, any other member of the Wider MIH Group, or
(ii) held as treasury shares (unless such TISE Shares cease to be so held in
treasury), in each case at any relevant date or time;
2. the non-participating share of £1.00 in the capital of
TISE owned by the States of Guernsey (acting by or through the Policy &
Resources Committee); and
3. any other TISE Shares that TISE and Bidco agree will not be
subject to the Scheme;
FCA the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which will accompany the Scheme Document;
FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland;
Full Year Dividend has the meaning given to such term in paragraph 2 of this Announcement;
General Meeting the extraordinary general meeting of TISE Shareholders to be convened in
connection with the Scheme for the purpose of considering and, if thought fit,
approving the Resolution (with or without amendment), including any
adjournment, postponement or reconvening thereof, notice of which shall be
contained in the Scheme Document;
GFSC the Guernsey Financial Services Commission;
GFSC Condition the condition set out in paragraph 3(a) of Part A of Appendix I of this
Announcement;
Guernsey the Island of Guernsey;
Investec Investec Bank plc;
ISIN International Securities Identification Number;
JCRA the Jersey Competition Regulatory Authority;
JCRA Condition the condition set out in paragraph 3(b) of Part A of Appendix I of this
Announcement;
Jersey Competition Law the Competition (Jersey) Law 2005;
Jersey Competition Order the Competition (Mergers and Acquisitions) (Jersey) Order 2010;
Last Accounts Date means 31 December 2023;
Latest Practicable Date 18 March 2025, being the last Business Day prior to the Announcement Date;
Long Stop Date means 19 September 2025 or such later date, if any, as (x) Bidco and TISE may
agree, or (y) (in a competitive situation) as may be specified by Bidco with
the consent of the Takeover Panel, and in each case that (if so required) the
Court may allow;
MIH Miami International Holdings, Inc.;
MIH Group MIH and its subsidiaries and subsidiary undertakings and, where the context
permits, each of them;
Meetings the Court Meeting and the General Meeting (and Meeting shall mean either or
each of them as the context requires)'
Offer Period the period commencing on 19 March 2025 and ending on: (a) the earlier of the
date on which the Scheme becomes Effective and/or the date on which the Scheme
lapses or is withdrawn (or such other date as the Takeover Panel may decide);
or (b) the earlier of the date on which the Takeover Offer has become or has
been declared unconditional as to acceptances and/or the date on which the
Takeover Offer lapses or is withdrawn (or such other date as the Takeover
Panel may decide), other than (in the case of (a)) where such lapsing or
withdrawal is a result of Bidco exercising its right to implement the
Acquisition by way of a Takeover Offer;
Official List the Official List of The International Stock Exchange published and maintained
by The International Stock Exchange Authority Limited;
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Overseas Shareholders TISE Shareholders (or nominees of, or custodians or trustees for TISE
Shareholders) not resident in, or nationals or citizens of, the United Kingdom
or Guernsey or whom Bidco reasonably believes to be citizens, residents or
nationals of a jurisdiction outside the UK or Guernsey;
POI Law the Protection of Investors (Bailiwick of Guernsey) Law, 2020;
Regulatory Conditions the conditions set out in paragraphs 3(a) and (b) of Appendix I;
Regulatory Information Service a service authorised from time to time by the FCA for the purpose of
disseminating regulatory announcements;
relevant securities relevant securities (as defined in the Code);
Resolution(s) the special resolution(s) related to the Acquisition to be proposed at the
General Meeting to implement the Scheme, including, amongst other things, to
approve the Scheme, adopt the Amended TISE Articles and such other matters as
may be necessary to implement the Acquisition;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to TISE Shareholders in that
jurisdiction;
Sanction Hearing the Court hearing to sanction the Scheme, including any adjournment thereof;
Scheme the proposed scheme of arrangement under Part VIII of the Companies Law of
Guernsey between TISE and Scheme Shareholders in connection with the
Acquisition, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by TISE and Bidco;
Scheme Document the document to be sent to (amongst others) TISE Shareholders containing,
amongst other things, the Scheme, the terms and conditions applicable to the
Scheme and the notices convening the Court Meeting and the General Meeting;
Scheme Record Time the time and date to be specified in the Scheme Document;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares the TISE Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to
the Voting Record Time; and
(c) (if any) issued at or after the Voting Record Time but at or
before the Scheme Record Time either on the terms that the original or any
subsequent holder thereof is bound by the Scheme or in respect of which their
holders are, or shall have agreed in writing to be, bound by the Scheme,
in each case which remain in issue at the Scheme Record Time but other than
any Excluded Shares;
SEC the US Securities and Exchange Commission;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 531(5) of the Companies Law of Guernsey) of such
undertaking;
Takeover Offer Subject to the consent of the Takeover Panel, should the Acquisition be
implemented by way of a takeover offer (which shall be an offer for the
purposes of Part XVIII of the Companies Law of Guernsey), the offer to be made
by or on behalf of Bidco to acquire the entire issued and to be issued
ordinary share capital of TISE including, where the context admits, any
subsequent revision, variation, extension or renewal of such offer
Takeover Panel the UK Panel on Takeovers and Mergers;
TISE The International Stock Exchange Group Limited, a company with limited
liability incorporated under the laws of Guernsey with registered
number 57524 and which has its registered office at Helvetia Court, Block B,
Third Floor, Les Echelons, St Peter Port, Guernsey, GY1 1AR;
TISE Board the board of directors of TISE;
TISE Directors the directors of TISE from time to time;
TISE Group TISE and its subsidiaries and subsidiary undertakings and, where the context
permits, each of them;
TISE Share Plans the 2015 ESOS Plan and the 2023 ESOS Plan
TISE Shareholders the holders of TISE Shares from time to time;
TISE Shares the ordinary shares £1.00 each in the capital of TISE;
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body or authority
(including any antitrust or merger control authority), court, trade agency,
professional association, institution, works council, employee representative
body or any other similar body or person whatsoever in any jurisdiction;
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 and the District of Columbia;
US Exchange Act the United States Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended;
Voting Record Time the date and time to be specified in the Scheme Document by reference to which
entitlements to vote at the Court Meeting will be determined;
Wider TISE Group TISE, its subsidiary undertakings, associated undertakings and any other
undertaking, body corporate, partnership, joint venture or person in which
TISE and/or such undertakings (aggregating their interests) have a direct or
indirect Substantial Interest or the equivalent;
Wider MIH Group MIH and its other subsidiary undertakings (including Bidco), associated
undertakings and any other body corporate partnership, joint venture or person
in which MIH, Bidco and/or such undertakings (aggregating their interests)
have direct or indirect Substantial Interest or the equivalent (excluding, for
the avoidance of doubt, any member of the Wider TISE Group); and
Zeus Zeus Capital Limited
In this Announcement, "subsidiary", "subsidiary undertaking", "undertaking"
and "associated undertaking" have the respective meanings given thereto by the
2006 Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom and Guernsey.
All references to "dollars", "US dollars", "US$", "$", and "cent" are to the
lawful currency of the United States of America.
All references to a statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All the times referred to in this Announcement are London (UK) and Guernsey
times unless otherwise stated.
References to the singular include the plural and vice versa.
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