THE INTERNATIONAL STOCK EXCHANGE GROUP LIMITED
Registration No: 57524
Registered Office: Helvetia Court, Block B, Third Floor, Les Echelons, St Peter Port, Guernsey GY1 1AR
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 19 March 2025, it was announced that the boards of The International Stock Exchange Group Limited (“TISE”) and MIH East Holdings, Limited (“Bidco”) had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of TISE (other than that already owned by Bidco) (the "Announcement"), (the "Acquisition"). As described in the Announcement, the Acquisition is being implemented by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme").
On 24 April 2025, it was announced that the requisite majority of Scheme Shareholders had approved the Scheme at the Court Meeting and that the special resolution to, among other things, implement the Scheme was passed by the requisite majority of TISE Shareholders at the General Meeting.
Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement.
Sanction of the Scheme
TISE and Bidco are pleased to announce that the Court has today granted the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.
The Scheme will become Effective upon the date prescribed in the Court Order (being 5 June 2025).
Next steps and timetable
The last day of dealings in TISE Shares is expected to be on 4 June 2025.
TISE confirms that the Scheme Record Time will be 6.00 p.m. on 4 June 2025. Scheme Shareholders on TISE's register of ordinary members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive £22.50 in cash for each Scheme Share held.
Applications will be made to The International Stock Exchange Authority Limited for the suspension in dealings and subsequent cancellation of the admission to listing and trading of the TISE Shares on The International Stock Exchange, and The International Stock Exchange Authority Limited will be requested to cancel the admission to listing and trading of TISE Shares on the Official List. It is intended that dealings in TISE Shares will be suspended at 6.00 p.m. on 4 June 2025. It is expected that the cancellation of admission to listing and trading of TISE Shares on The International Stock Exchange will take effect by not later than 7.00 a.m. on 6 June 2025.
Settlement of consideration
Settlement of the Cash Consideration to which Scheme Shareholders are entitled under the terms of the Scheme will be effected in the manner set out in the Scheme Document as soon as practicable after the Effective Date and, in any event, not later than 14 calendar days after the Effective Date.
The expected timetable regarding the principal events for the implementation of the Scheme remains as set out in the announcement made by TISE on 2 May 2025, unless otherwise stated in this announcement. TISE will give adequate notice of any change or revision of the currently expected dates and/or times by issuing an announcement of the revised dates and/or times through a Regulatory Information Service, with such announcement being made available on the TISE website at www.tisegroup.com/offer-documentation/ and on Bidco's website at http://www.miaxglobal.com/recommended-offer-to-acquire-TISE.
Board changes
TISE duly announces that, with effect from the Effective Date, Julia Chapman, Guy Coltman and Gillian Morris will resign as non-executive directors of TISE.
Anderson Whamond has also tendered his resignation as Chair of the TISE Board (subject to the Scheme becoming Effective) but will remain on the TISE Board in his capacity as a non-executive director of TISE (on the same terms on which he is currently engaged) for a transitional period until 31 July 2025.
Thomas P. Gallagher, Kurt Eckert and Caroline Mackenzie Kennedy have been appointed as non-executive directors of TISE with effect from the Scheme becoming Effective.
Thomas P. Gallagher will also be appointed as Chair of the TISE Board with effect from the Effective Date.
A further announcement will be made when the Scheme has become Effective.
Details are set out in the attached document.
All enquiries in relation to this announcement should be addressed to:
Bedell Channel Islands Limited - Listing Sponsor
Email: TISE-Helpline@bedellcristin.com