TIDMNXG
RNS Number : 0496G
NEX Group PLC
02 November 2018
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
2 November 2018
RECOMMED ACQUISITION
OF
NEX GROUP PLC ("NEX")
BY
CME LONDON LIMITED ("BIDCO")
AND
CME GROUP INC. ("CME")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 29 March 2018, the boards of NEX and CME announced that they
had reached an agreement on the terms of a recommended acquisition
of the entire issued and to be issued share capital of NEX (the
"Acquisition") to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme") and subject
to the terms and conditions set out in the scheme document relating
to the Acquisition published on 25 April 2018 (the "Scheme
Document").
On 1 November 2018, NEX and CME announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the Court
Hearing held earlier that day.
NEX and CME are pleased to announce that the Acquisition has now
completed in accordance with its terms. The Scheme has become
effective as of today, 2 November 2018, following the sanction of
the Scheme by the Court on 1 November 2018 and the delivery of the
Court order to the Registrar of Companies earlier today.
Unless otherwise defined, all capitalised terms used in this
announcement shall have the meaning given to them in the Scheme
Document.
A copy of CME's US press release relating to the completion of
the Acquisition will be available on CME's website at
www.cmegroup.com/nex-group.
Settlement of the Consideration
As set out in the Scheme Document, for NEX Scheme Shareholders
who held their NEX Shares in uncertificated form, CME CDIs linked
to the underlying New CME Shares will be credited to their CREST
account as soon as practicable on or after 5 November 2018 (and in
any event within 14 days of this announcement).
In the case of NEX Scheme Shareholders who held their NEX Shares
in uncertificated form, Bidco shall procure that settlement of any
Cash Consideration shall be paid by means of an assured payment
obligation created in favour of the payment bank of the persons
entitled thereto in accordance with the CREST assured payment
arrangements for the sums payable to them respectively (including
any amounts due in respect of New CME Shares not allotted to
Overseas Shareholders and in respect of fractional entitlements)
within 14 days of this announcement.
In the case of NEX Scheme Shareholders who held their NEX Shares
in certificated form, statements of entitlement to New CME Shares
held through DRS will be despatched within 14 days of this
announcement and Bidco shall procure the despatch to the persons
entitled thereto of cheques for the sums payable to them as Cash
Consideration (including any amounts due in respect of New CME
Shares not allotted to Overseas Shareholders and in respect of
fractional entitlements) within 14 days of this announcement.
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.
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.
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.
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.
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(R) 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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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAFKDDNDBDDADK
(END) Dow Jones Newswires
November 02, 2018 05:17 ET (09:17 GMT)
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