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
SANCTION HEARING DATE AND TIMETABLE UPDATE
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, (the "Results Announcement").
Full details of the results of the Court Meeting and General Meeting are listed in the Results Announcement and the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document in relation to the Scheme posted to TISE Shareholders on 1 April 2025 (the "Scheme Document") at Part 9 and Part 10 respectively.
Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement.
Next steps and timetable
As set out in the Results Announcement, the outcome of the Court Meeting and General Meeting on 24 April 2025 means Conditions 2(a) and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document, including the JCRA Condition and the sanction of the Scheme by the Court at the Sanction Hearing.
The Sanction Hearing has been provisionally scheduled for 3 June 2025. This date remains subject to Bidco confirming the satisfaction or waiver of the conditions relating to the Scheme prior to the Sanction Hearing. TISE will give notice of any change(s) to the timetable by issuing an announcement through a Regulatory Information Service and on The International Stock Exchange website at https://tisegroup.com/.
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