NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 November 2018
RECOMMENDED ACQUISITION
OF
NEX GROUP PLC ("NEX")
BY
CME LONDON LIMITED ("BIDCO")
AND
CME GROUP INC. ("CME")
COURT SANCTION OF THE SCHEME OF ARRANGEMENT
The boards of NEX and CME are pleased to announce that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended acquisition of NEX by Bidco and CME is being implemented.
The Scheme will become effective upon a copy of the Court order being delivered to the Registrar of Companies of England and Wales, which is expected to take place on 2 November 2018.
Applications have been made to the London Stock Exchange and the UK Listing Authority in relation to the de-listing of NEX Shares from the Official List and the cancellation of the admission to trading of NEX Shares on the Main Market of the London Stock Exchange and, subject to the Scheme becoming effective, these are expected to take effect on 5 November 2018.
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the scheme document published on 25 April 2018 (the "Scheme Document").
Enquiries:
NEX Group plc |
|
Alex Dee, Head of Investor Relations |
+44 (0) 207 050 7420 |
Bryony Bushnell, Head of Media Relations |
+44 (0) 207 818 9689 |
Citigroup Global Markets Limited (joint lead financial adviser and corporate broker to NEX) |
Piers Davison |
+44 (0) 207 986 4000 |
Jan Skarbek |
|
Peter Brown (Corporate Broking) |
|
Evercore Group L.L.C. (joint lead financial adviser to NEX) |
Jane Gladstone |
+1 212 857 3100 |
Edward Banks |
+44 (0) 207 653 6000 |
Dave Cox |
|
Maitland (PR adviser to NEX) |
|
Neil Bennett |
+44 (0) 207 379 5151 |
Sam Turvey |
+44 (0) 207 379 5151 |
|
|
CME |
|
Anita Liskey (Media contact) |
+1 312 466 4613 |
Laurie Bischel (Media contact) |
+1 312 648 8698 |
John Peschier (Investor Relations) |
+1 312 930 8491 |
J.P. Morgan (Lead financial adviser to CME and financial adviser to Bidco) |
Anu Aiyengar |
+1 888 963 5089 |
Jeremy Capstick |
+44 (0) 20 7742 4000 |
Dwayne Lysaght |
|
Adam Laursen |
|
Barclays (Financial adviser to CME) |
|
Joel Fleck |
+1 212 526 7000 |
Edelman (PR adviser to CME) |
|
John Kiely |
+44 (0) 203 047 2538 |
Alex Simmons |
+44 (0) 203 047 2543 |
Goldman Sachs International is also acting as a financial adviser to NEX, and Merrill Lynch International ("BofA Merrill Lynch") is acting as corporate broker to NEX. Clifford Chance LLP are retained as legal advisers to NEX. Skadden, Arps, Slate, Meagher & Flom are retained as legal advisers to CME.
Important notices
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an 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. This announcement does not constitute a prospectus or a prospectus equivalent document.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as joint lead financial adviser to NEX and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than NEX for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.
Evercore Group L.L.C. ("Evercore LLC"), which is a securities broker-dealer registered with the SEC and subject to regulation by the SEC and the Financial Industry Regulatory Authority ("FINRA"), together with its affiliate Evercore Partners International LLP who is providing independent financial advice to the NEX Directors for the purposes of Rule 3 of the Takeover Code ("EPI LLP") (together with Evercore LLC, "Evercore"), which is authorised and regulated in the United Kingdom by the FCA, are acting as joint lead financial adviser for NEX and no one else in connection with matters set out in this announcement, and will not be responsible to anyone other than NEX for providing the protections afforded to clients of Evercore or for providing advice in relation to matters referred to in this announcement. 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 or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained therein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, 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 NEX 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 therein.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for NEX and no one else in connection with the Acquisition and will not be responsible to anyone other than NEX for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or the matters described in this announcement or any transaction or arrangement referred to herein.
BofA Merrill Lynch, a subsidiary of Bank of America Corporation, is authorised by the PRA and regulated by the FCA and the PRA in the U.K. BofA Merrill Lynch is acting exclusively as corporate broker to NEX and no one else in connection with the Acquisition and shall not be responsible to anyone other than NEX for providing the protections afforded to clients of BofA Merrill Lynch nor for providing advice in relation to such matters.
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which conducts its U.K. investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority) ("J.P. Morgan") is acting exclusively as joint financial adviser for CME and financial adviser to Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than CME and Bidco for providing the protections afforded to the clients of J.P. Morgan, nor for providing advice in relation to any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank ("Barclays") (which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority) is acting exclusively as joint financial adviser for CME and no one else in connection with the Acquisition and will not be responsible to anyone other than CME for providing the protections afforded to the clients of Barclays, nor for providing advice in relation to any matter referred to herein.
Information for overseas shareholders
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 (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Takeover 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.
Unless otherwise determined by Bidco or CME or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, posted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not post or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The availability of the New CME Shares under the Acquisition to NEX Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for U.S. shareholders
The Acquisition relates to the shares of a U.K. company and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies Act 2006. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the U.K. listed on the London Stock Exchange, which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. If, in the future, CME or Bidco exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Co-operation Agreement, and determines to extend the Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.
The New CME Shares to be issued pursuant to the Acquisition have not been registered under the U.S. Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New CME Shares to be issued pursuant to the Acquisition will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the U.S. Securities Act. If, in the future, CME or Bidco exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Co-operation Agreement, or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, it will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of New CME Shares. In this event, NEX Shareholders and NEX ADR Holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to CME's contact for enquiries identified above.
Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New CME Shares to be issued in connection with the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
It may be difficult for U.S. NEX Shareholders and NEX ADR Holders to enforce their rights and any claim arising out of the U.S. federal securities laws, because NEX is located in a non-U.S. country, and some or all of its officers and directors are residents of a non-U.S. country. U.S. NEX Shareholders and NEX ADR Holders 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 judgment.
U.S. NEX Shareholders and NEX ADR Holders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. NEX Shareholders and NEX ADR Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
Forward-looking statements
This announcement contains certain forward-looking statements with respect to CME, Bidco, NEX and the Combined Company. 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", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the expected closing of CME and Bidco's proposed acquisition of NEX.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual timing of the closing to be materially different from the timing expressed or implied by such forward-looking statements. These forward-looking statements are based largely on the expectations of CME, Bidco and NEX and are subject to a number of risks and uncertainties, principally among them the ability to satisfy the other closing conditions on a timely basis, or at all.
All subsequent oral or written forward-looking statements attributable to CME, Bidco, NEX, the Combined Company or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of CME, Bidco nor NEX undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
The form 10-K of CME for the year ended December 31, 2017 contains additional information regarding forward-looking statements with respect to CME.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CME's website at www.cmegroup.com/nex-group and on NEX's website at https://www.nex.com/offer, by no later than 12.00 noon (London time) on the date following publication of this announcement. For the avoidance of doubt, the contents of both websites are not incorporated into and do not form part of this announcement.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
About CME
As the world's leading and most diverse derivatives marketplace, CME Group (www.cmegroup.com) is where the world comes to manage risk. CME Group exchanges offer the widest range of global benchmark products across all major asset classes, including futures and options based on interest rates, equity indexes, foreign exchange, energy, agricultural products and metals. Around the world, CME Group brings buyers and sellers together through its CME Globex® electronic trading platform. CME Group also operates one of the world's leading central counterparty clearing providers through CME Clearing, which offers clearing and settlement services across asset classes for exchange-traded and over-the-counter derivatives. CME Group products and services ensure that businesses around the world can effectively manage risk and achieve growth.
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