The International Stock Exchange Group Limited (TISE) has announced that the requisite majorities of shareholders voted in favour of the proposed £70.4 million ($91.5 million (1) ) acquisition of TISE by Miami International Holdings, Inc. (MIH), via MIH’s wholly-owned subsidiary, MIH East Holdings, Limited (MIH East Holdings), at the Court Meeting and General Meeting held on 24 April 2025. 

On 19 March 2025, it was announced that the boards of MIH East Holdings and TISE had reached agreement on the terms of a recommended cash offer to be made by MIH East Holdings for the entire issued and to be issued ordinary share capital of TISE not already owned by MIH East Holdings (the Acquisition). The Acquisition is to be implemented by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the Scheme).

The cash consideration for the Acquisition, of £22.50 per TISE ordinary share, values the entire issued and to be issued ordinary share capital of TISE at approximately £70.4 million ($91.5 million (1) ), representing approximately £66.4 million ($86.4 million (1) ), net of proceeds received from the expected exercise of options subsisting under the TISE Share Plans. MIH East Holdings currently owns 29.46% of the issued ordinary share capital in TISE.

Of the votes cast by Scheme Shareholders at the Court Meeting, 99.97% of Scheme Shares were voted in favour of the Scheme (2). Of the votes cast at the General Meeting, 100.00% of TISE Shares were voted in favour of approval of implementation of the Scheme (including amendment of TISE’s Articles) (3). 

Anderson Whamond, Chair of TISE, said: “The board is pleased with the outcome of these meetings and the strong endorsement from TISE’s shareholders for the significant value being realised through this transaction. The acquisition is an important milestone in the history of TISE and the board believes that as part of a global exchange group TISE will benefit from opportunities to collaborate with MIH, including leveraging its technology infrastructure and international footprint.”

Thomas P. Gallagher, Chairman and CEO of MIH, said: “We are delighted to have received the strong support of TISE’s shareholders and this is a significant step towards completion of the acquisition. The acquisition represents a compelling opportunity for MIH to expand our international business and establish a presence in a European time-zone and market. We believe that investing additional resources in TISE will help expand its reach and capabilities, positioning it competitively for future growth.”

The Scheme, which is currently expected to become effective in the second quarter of 2025, remains subject to the satisfaction (or, where applicable, waiver) of the remaining conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing.

(1) Based on exchange rate of 1 GBP to USD of 1.30.
(2) Percentages rounded down to the nearest two decimal places. Where a Scheme Shareholder cast some of their votes ‘for’ and some of their votes ‘against’ the resolution, such Scheme Shareholder has been counted as having voted both ‘for’ and ‘against’ the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.
(3) Percentages rounded down to the nearest two decimal places.

Release ends

Notes to Editors:

About 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

Website: tisegroup.com 
Legal and regulatory information: tisegroup.com/legal/regulatory

About MIAX
MIAX’s parent holding company, Miami International Holdings, Inc., owns Miami International Securities Exchange, LLC (MIAX®), MIAX PEARL, LLC (MIAX Pearl®), MIAX Emerald, LLC (MIAX Emerald®), MIAX Sapphire LLC (MIAX Sapphire™), MIAX Futures Exchange, LLC (MIAX Futures™), MIAX Derivatives Exchange (MIAXdx™), The Bermuda Stock Exchange (BSX) and Dorman Trading, LLC (Dorman Trading). 

MIAX, MIAX Pearl, MIAX Emerald and MIAX Sapphire are national securities exchanges registered with the Securities and Exchange Commission that are enabled by MIAX’s in-house built, proprietary technology. MIAX offers trading of options on all four exchanges as well as cash equities through MIAX Pearl Equities™. The MIAX trading platform was built to meet the high-performance quoting demands of the U.S. options trading industry and is differentiated by throughput, latency, reliability and wire-order determinism.  

MIAX Futures is a registered exchange with the Commodity Futures Trading Commission (CFTC) and offers trading in a variety of products including Hard Red Spring Wheat Futures. MIAX Futures is a Designated Contract Market (DCM) and Derivatives Clearing Organization (DCO) under the CFTC, providing DCM and DCO services in an array of asset classes. 

MIAXdx is a CFTC regulated exchange and clearinghouse and is registered as a DCM, DCO, and Swap Execution Facility (SEF) with the CFTC.

BSX is a fully electronic, vertically integrated international securities market headquartered in Bermuda and organized in 1971. BSX specializes in the listing and trading of capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants, and insurance linked securities. 

Dorman Trading is a full-service Futures Commission Merchant registered with the CFTC. 

MIAX’s executive offices and National Operations Center are located in Princeton, N.J., with additional U.S. offices located in Chicago, IL and Miami, FL. MIAX Futures offices are located in Minneapolis, MN. MIAXdx offices are located in Princeton, N.J. BSX offices are located in Hamilton, Bermuda. Dorman Trading offices are located in Chicago, IL.

To learn more about MIAX visit www.miaxglobal.com. 
To learn more about MIAX Futures visit www.miaxglobal.com/miax-futures. 
To learn more about MIAXdx visit www.miaxdx.com.
To learn more about BSX visit www.bsx.com. 
To learn more about Dorman Trading visit www.dormantrading.com.

About MIH East Holdings
MIH East Holdings, Limited (MIH East Holdings) is a private limited company incorporated in England and Wales and is a wholly-owned subsidiary of Miami International Holdings, Inc. (MIH). MIH East Holdings was established on March 20, 2023 as a wholly-owned subsidiary of MIH.

Disclaimer and Cautionary Note Regarding Forward-Looking Statements
The press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities of Miami International Holdings, Inc. (together with its subsidiaries, the Company), and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer; solicitation or sale would be unlawful. This press release may contain forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. 

All third-party trademarks (including logos and icons) referenced by the Company remain the property of their respective owners. Unless specifically identified as such, the Company's use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the Company. Any references by the Company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law.

Disclaimer
This press release may contain certain “forward-looking statements” with respect to TISE. 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 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. TISE, nor any of its 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 press release 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 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 press release. TISE assumes no obligation to update publicly or revise forward-looking or other statements contained in this press release, whether as a result of new information, future events or otherwise, except to the extent legally required.

MIH Media Contact:
Andy Nybo, SVP, Chief Communications Officer
+1 (609) 955-2091
anybo@miaxglobal.com  

TISE Media Contact:
Mark Oliphant, Head of Marketing & Communications
+44 (0) 1481 753011 
mark.oliphant@tisegroup.com