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
RESULTS OF THE COURT MEETING AND THE GENERAL MEETING
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, it is intended that the Acquisition will be implemented by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme").
TISE is pleased to announce that, at the Court Meeting and General Meeting held earlier today in connection with the Acquisition:
· the requisite majority of Scheme Shareholders voted (in person or by proxy) to approve the Scheme at the Court Meeting; and
· the requisite majority of TISE Shareholders voted (in person or by proxy) to pass the Resolution to implement the Scheme, including the amendment to TISE's articles of incorporation, at the General Meeting.
Full details of 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.
The outcome of today’s Court Meeting and General Meeting 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 will take place as soon as reasonably practicable after Bidco confirms the satisfaction or waiver of the conditions relating to the Scheme.
Details are set out in the attached document.
All enquiries in relation to this announcement should be addressed to:
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