NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 June 2025

RECOMMENDED CASH OFFER

for

Aquis Exchange PLC ("Aquis")

By

SIX Exchange Group AG ("SIX")

to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 11 November 2024, the boards of directors of Aquis and SIX announced that they had reached agreement on the terms of a recommended cash offer to be made by SIX for the entire issued and to be issued share capital of Aquis (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). On 27 November 2024, Aquis published a circular in relation to the Scheme (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings as set out in the Scheme Document.

Further to the announcement made on 20 December 2024 in relation to the results of the Court Meeting and General Meeting and the announcement made on 23 May 2025 in relation to the satisfaction of the Conditions, Aquis and SIX are pleased to announce that the Court has today sanctioned the Scheme pursuant to which the Acquisition is being implemented.  

Next steps

Aquis confirms that the Scheme Record Time will be 6:00 p.m. today, 30 June 2025.

It is anticipated that the Effective Date will be 1 July 2025, which is when a copy of the Court Order is expected to be delivered to the Registrar of Companies. There have been no material changes to the expected timetable of principal events for the Acquisition as set out in the announcement made by Aquis in relation to the satisfaction or (where capable of waiver) waiver of conditions on 23 May 2025.

A request has been made for the suspension of dealings in Aquis Shares on AIM and on the Aquis Stock Exchange with effect from 7:30 a.m. on 1 July 2025. The last day of dealings in, and for the registration of transfers of, Aquis Shares will therefore be today, 30 June 2025.

It is expected that, subject to the Scheme becoming Effective on 1 July 2025, the cancellation of admission to trading of Aquis Shares on AIM and on the Aquis Stock Exchange will take effect from 7:00 a.m. on 2 July 2025.

A further announcement will be made when the Scheme has become Effective.

Full details of the Acquisition are set out in the Scheme Document. All references to times in this announcement are to London time.

Enquiries

Clifford Chance LLP is acting as legal adviser to SIX.

Slaughter and May is acting as legal adviser to Aquis.

Important notice

This announcement is for information purposes only and is not intended to and does not constitute or form part of any 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 shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document) which, together with the Forms of Proxy, shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or any decision in respect of, 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 Takeover Offer document).

This announcement has been prepared for the purpose of complying with English and Welsh law and the Code and the 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 England and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the United Kingdom, is acting as lead financial adviser to Aquis and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Aquis for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore 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 Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Aquis or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for Aquis and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Aquis for providing the protections afforded to the clients of Investec, or for providing advice in connection with the subject matter of 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 with the subject matter of this announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Aquis and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Aquis for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the subject matter of this announcement. Neither Canaccord Genuity 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 Canaccord Genuity in connection with this announcement, any statement contained herein or otherwise.

VSA Capital Limited ("VSA Capital"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Aquis and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Aquis for providing the protections afforded to clients of VSA Capital nor for providing advice in relation to the subject matter of this announcement. Neither VSA Capital 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 VSA Capital in connection with this announcement, any statement contained herein or otherwise.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to SIX and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are resident. Overseas Shareholders should inform themselves of, and observe, any applicable requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

In particular, the ability of persons who are not resident in the United Kingdom to vote their Aquis Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement and accompanying documents have been prepared for the purpose of complying with English law, the AIM Rules, the Aquis Rules and the Code and the 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.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail 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 the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to U.S. investors in Aquis

The Acquisition relates to shares in a U.K. company and is proposed to be made by means of a scheme of arrangement under English company law. U.S. holders of Aquis Shares should note that the Scheme relates to the shares of a U.K. company that are not registered under the U.S. Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirement and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules. Financial information included in this announcement and accompanying documents have been prepared in accordance with accounting standards applicable in the U.K. that may not be comparable to financial statements of U.S. companies. If SIX exercises its right to implement the acquisition of the Aquis Shares by way of an Offer, such Offer will be made in compliance with applicable U.S. securities laws and regulations to the extent applicable.

The receipt of cash pursuant to the Acquisition by a U.S. holder of Aquis Shares as consideration for the transfer of its Aquis Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Aquis Shareholder is urged to consult with independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to it.

It may be difficult for U.S. holders of Aquis Shares to enforce their rights and any claim arising out of the U.S. federal laws, since SIX and Aquis are located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Aquis Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Aquis, any member of the Aquis Group, SIX or the SIX Group contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Aquis, any member of the Aquis Group, SIX or the SIX Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

Forward-looking statements include, among other things, statements concerning the potential exposure of Aquis and the Aquis Group and SIX and the SIX Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "aims", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would" and similar terms and phrases.

By their very nature, forward-looking statements involve risks and uncertainties. There are a number of factors that could affect the future operations of SIX and the SIX Group and Aquis and the Aquis Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement. Neither Aquis, the Aquis Group, SIX nor the SIX Group, nor any of their respective associates or directors, officers or advisers, provide 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. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.

The forward-looking statements contained in this announcement and accompanying documents speak only as at the date of this announcement and are not intended to give any assurance as to future results. Other than in accordance with their legal or regulatory obligations, neither Aquis, the Aquis Group, SIX nor the SIX Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Publication on website and requesting hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by no later than 12 noon (U.K. time) on the Business Day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into, and does not form part of, this announcement.

In accordance with Rule 30.3 of the Code, Aquis Shareholders, persons with information rights and participants in the Aquis Share Plans may request a hard copy of this announcement by contacting Equiniti during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0) 371 384 2050 or by submitting a request in writing to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

In accordance with Rule 30.3 of the Code, you may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Information relating to Aquis Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Aquis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Aquis may be provided to SIX during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.