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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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.
On 3 June 2025, TISE announced that the Court had granted the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.
TISE and Bidco are pleased to announce that, the Effective Date specified in the Court Order has been reached such that the Scheme has now become Effective in accordance with its terms. Pursuant to the Scheme, the entire issued ordinary share capital of TISE is now owned by Bidco.
Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement.
Suspension of dealings in and cancellation of admission to listing and trading of TISE Shares
Dealings in TISE Shares were suspended at 6.00 p.m. on 4 June 2025. It is expected that the cancellation of the admission to listing and trading of TISE Shares on The International Stock Exchange will take effect by not later than 7.00 a.m. on 6 June 2025.
As a result of this announcement, TISE is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Settlement of consideration
In accordance with the terms of the Scheme, a Scheme Shareholder on TISE's register of ordinary members at the Scheme Record Time, being 6:00 p.m. on 4 June 2025, will be entitled to receive £22.50 in cash for each Scheme Share held.
Settlement of the Cash Consideration to which Scheme Shareholders are entitled under the terms of the Scheme will be effected in the manner set out in the Scheme Document as soon as practicable and, in any event, not later than 14 calendar days after the Effective Date.
Board changes
TISE duly announces that, as the Scheme has now become Effective, with effect from today's date, Julia Chapman, Guy Coltman and Gillian Morris have resigned as non-executive directors of TISE.
Anderson Whamond has also resigned as Chair of the TISE Board but will remain on the TISE Board in his capacity as a non-executive director of TISE (on the same terms on which he was previously engaged) for a transitional period until 31 July 2025.
Thomas P. Gallagher, Kurt Eckert and Caroline Mackenzie Kennedy have been appointed as non-executive directors of TISE with effect from today's date.
Thomas P. Gallagher has also been appointed as Chair of the TISE Board with effect from today’s date.
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