TIDMNXG TIDM0HR2
RNS Number : 9633D
NEX Group PLC
12 October 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 October 2018
RECOMMED ACQUISITION
OF
NEX GROUP PLC ("NEX")
BY
CME LONDON LIMITED ("BIDCO")
AND
CME GROUP INC. ("CME")
OFFER UPDATE
The boards of CME and NEX are pleased to announce that they have
received clearance under the Hart-Scott-Rodino Act from the United
States Department of Justice - Antitrust Division for the proposed
acquisition of NEX by CME and Bidco.
CME and NEX have also received the relevant regulatory approvals
from the FCA and regulators in the United States, Germany, Italy
and Sweden, and have made the requisite pre-notifications in Hong
Kong. Completion of the Acquisition remains subject to the
satisfaction or waiver of the remaining Conditions, including
competition clearance being received from the UK Competition and
Markets Authority and the sanctioning of the Scheme by the Court.
CME and NEX still expect the Scheme to become effective by year end
2018.
Terms used but not defined in this announcement have the meaning
given to them in the Rule 2.7 announcement released by NEX and CME
on 29 March 2018.
Enquiries
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
NEX
Samantha Wren, Group CFO and COO +44 (0) 207 818 9000
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
Joanna Davidson +44 (0) 207 379 5151
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.
Further information
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.
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.
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.
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.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer, the Offer
may not (unless otherwise permitted by applicable law and
regulation) be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Acquisition will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
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.
The financial information included in this announcement has been
prepared in accordance with International Financial Reporting
Standards (as adopted by the European Union) and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S.
generally accepted accounting principles.
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 obtain
required regulatory and court approvals and 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 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 Takeover 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 and availability of hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the City Code 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. For the avoidance of doubt, the contents
of both websites are not incorporated into and do not form part of
this document.
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
OUPDLLFFVBFLFBQ
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October 12, 2018 13:31 ET (17:31 GMT)
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