CHICAGO, March 16, 2018 /PRNewswire/ -- CME Group earlier
today released the following statement in the United Kingdom regarding a potential offer for
NEX Group plc.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
March 16, 2018
CME Group Inc.
Announcement regarding possible offer for NEX
Group plc
CME Group Inc. ("CME") notes the announcement made by NEX
Group plc ("NEX") yesterday and confirms that it has made a
preliminary approach regarding a potential acquisition of NEX.
CME and NEX currently are working together to allow CME to
complete due diligence and determine whether a firm offer can be
made. As a result, there can be no certainty that any firm offer
will ultimately be made for NEX, nor in relation to the terms on
which such offer may be made.
[CME takes a disciplined approach to acquisitions with clearly
defined strategic and financial objectives and an offer, if any,
would have to meet these objectives.]
In accordance with Rule 2.6(a) of the Code, CME is required, by
not later than 5.00 p.m. on
April 12, 2018, being the 28th day
following the date of NEX's announcement to either announce a firm
intention to make an offer for NEX in accordance with Rule 2.7 of
the Code or announce that it does not intend to make an offer, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline may be extended with
the consent of the Panel on Takeovers and Mergers (the
"Panel") in accordance with Rule 2.6(c) of the Code.
A further announcement will be made if and when appropriate.
The person responsible for arranging for the release of this
announcement on behalf of CME is John
Pietrowicz.
Enquiries:
CME Group
Inc.
Anita Liskey (Media
contact)
Laurie Bischel (Media
contact)
John Peschier
(Investor Relations)
|
Tel: +1 312 466
4613
Tel: +1 312 648
8698
Tel: +1 312 930
8491
|
J.P. Morgan (Lead
financial adviser to CME)
Anu
Aiyengar
Tripp
Baldwin
Jeremy
Capstick
Adam
Laursen
|
Tel: +1 212 270
6000
Tel: +1 212 270
6000
Tel: +44(0) 20 7742
4000
Tel: +44(0) 20 7742
4000
|
Barclays Bank PLC,
acting through its Investment Bank (Financial adviser to
CME)
Joel Fleck
Matthew
Smith
|
Tel: +1 212 526
7000
Tel: +44 (0) 20 7623
2323
|
Important notices
This communication is not intended to and does not constitute or
form any part of an offer to buy or the solicitation of an offer to
subscribe for or sell or an invitation to purchase or subscribe for
any securities or the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this communication in
whole or in part in, into or from certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions
should inform themselves about and observe such restrictions.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.cmegroup.com/merger by no later than 12 noon (London time) on the business day following
this announcement. The content of the website referred to above is
not incorporated into and does not form part of this
announcement.
CME Securities in Issue
In accordance with Rule 2.9 of the Takeover Code, CME announces
that, as of March 14, 2018, it has
340,406,639 shares of Class A common stock of $0.01 par value each in issue. The International
Securities Identification Number for the shares of Class A common
stock is US12572Q1058.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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.
Additional information
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Securities plc (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 as joint financial
adviser exclusively for CME and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than CME
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 for CME and no one else in
connection with the matters set out in this announcement 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.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in NEX securities on the
London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the
United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to
the extent that such information is made public in the United Kingdom.
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.
CME Group, the Globe logo, CME, Chicago Mercantile Exchange,
Globex and E-mini are trademarks of Chicago Mercantile Exchange
Inc. CBOT, Chicago Board of
Trade, KCBT and Kansas City Board
of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York
Mercantile Exchange and ClearPort are trademarks of New York
Mercantile Exchange, Inc. COMEX is a trademark of Commodity
Exchange, Inc. Dow Jones, Dow Jones Industrial Average,
S&P 500 and S&P are service and/or trademarks of Dow Jones
Trademark Holdings LLC, Standard & Poor's Financial Services
LLC and S&P/Dow Jones Indices LLC, as the case may be, and have
been licensed for use by Chicago Mercantile Exchange Inc. All
other trademarks are the property of their respective
owners.
CME-G
news@cmegroup.com
www.cmegroup.mediaroom.com
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SOURCE CME Group