Form 8 (OPD) (CME)

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:	NEX GROUP PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	OFFEROR - CME GROUP INC.
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	29 MARCH 2018
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES If YES, specify which: NEX GROUP PLC

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:	Class A common stock of USD 0.01 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
3 (a) Interests of directors of NEX Group plc (and their close relatives and related trusts) in CME Group Inc. Class A and Class B common stock
Director	Amount of common stock			Percentage of total issued share capital (%)(1)
	Class A		Class B
Anna Ewing	Nil		Nil	Nil
Charles Gregson	Nil		Nil	Nil
Ken Pigaga	Nil		Nil	Nil
Ivan Ritossa	Nil		Nil	Nil
John Sievwright	Nil		Nil	Nil
Michael Spencer	Nil		Nil	Nil
Robert Standing(2)	30,000		7	0.01
Sam Wren	Nil		Nil	Nil
Notes:
(1) Based on 340,531,963 shares in issue based on CME Group Inc.'s Rule 2.9 announcement made on 26 March 2018.
(2) Includes 10,000 held by Charles Schwab, and 20,007 held by LDFA Limited.
3 (b) Interests in Class A and Class B common stock of CME Group Inc held by other concert parties of NEX Group plc
Class of relevant security:
Name of concert party		Amount of common stock		Percentage of total issued share capital (%)(1)
Bank of America Merrill Lynch		20,001		<0.01
Citigroup Global Markets Limited		214,524		0.06
Evercore Group LLC		Nil		Nil
J. Aron & Company		4		<0.01
Goldman Sachs Financial Markets L.P.		2,982		<0.01
Notes:
(1) Based on 340,531,963 shares in issue based on the rule 2.9 announcement made on 26 March 2018.

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	29 March 2018
Contact name:	Deborah Abrehart
Telephone number:	+44 (0)20 7818 9675

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.