RECOMMENDED CASH OFFER BY MIH EAST HOLDINGS, LIMITED (“BIDCO”), A WHOLLY-OWNED SUBSIDIARY OF MIAMI INTERNATIONAL HOLDINGS, INC. (“MIH”) FOR THE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF THE INTERNATIONAL STOCK EXCHANGE GROUP LIMITED (“TISE”), OTHER THAN ANY ORDINARY SHARES HELD BY BIDCO, TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT (THE “OFFER”).
Please read the following disclaimer and signify your approval or disapproval by clicking on the appropriate option at the bottom of the page.
You are attempting to enter the website that Bidco has designated for the publication of documents and information in connection with the Offer (the "Microsite").
THESE MATERIALS (IN WHOLE OR IN PART) ARE NOT DIRECTED AT AND MAY NOT BE ACCESSED BY, DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE BAILIWICK OF GUERNSEY WHERE SUCH ACTION WOULD OR MAY CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH BIDCO REGARDS AS BEING UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN A RESTRICTED JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE MICROSITE.
ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY BIDCO IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK’S CITY CODE ON TAKEOVERS AND MERGERS (THE “TAKEOVER CODE”), AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. IF YOU ARE A TISE SHAREHOLDER YOU SHOULD TAKE NO ACTION BASED ON THE INFORMATION AVAILABLE ON THIS MICROSITE. ANY SHAREHOLDER ACTION REQUIRED IN CONNECTION WITH THE OFFER WILL ONLY BE SET OUT IN THE FORMAL OFFER DOCUMENTATION SENT TO OR MADE AVAILABLE TO TISE SHAREHOLDERS (THE “OFFER DOCUMENTATION”) BY BIDCO AND ANY DECISION MADE BY SUCH SHAREHOLDERS SHOULD BE MADE SOLELY AND ONLY ON THE BASIS OF INFORMATION PROVIDED IN THE OFFER DOCUMENTATION. If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights. Please note that this notice may be altered or updated. You should therefore read it in full each time you access the Microsite.
Basis of access
The information contained on this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Bidco and/or TISE.
The information contained on this Microsite in respect of the Offer is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
The full terms and conditions of the Offer will be (or have been) set out in the Offer Documentation. In considering the Offer, shareholders of TISE should only rely on the information contained, and procedures described, in the Offer Documentation.
Responsibility
The information contained on this Microsite speaks only at the date of the relevant document, announcement or information reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, neither Bidco nor MIH accept responsibility or duty to update any such document, announcement or information, and reserve the right to add to, remove or amend any document, announcement or information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by the directors of Bidco and/or TISE (as applicable) is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the directors of Bidco, MIH or TISE, or any of their respective affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
TISE shareholders should seek advice from independent financial and legal advisers as to the suitability of any action for the shareholder concerned.
Zeus Capital Ltd. (“Zeus”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser to Bidco and for no one else in connection with the Offer and Zeus, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Bidco for providing the protections afforded to clients of Zeus nor giving advice in relation to any matter or arrangement referred to in this Microsite. None of Zeus, its affiliates and its respective officers, employees, agents, representatives and/ or associates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the contents of this Microsite or any matters referred to herein.
Forward Looking Statements
The information on this Microsite may contain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature with respect to the financial condition, results of operations and business of TISE and certain plans and objectives of TISE with respect thereto. Such forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking statements often (but not always) use words such as ‘anticipate,’ ‘expect’, ‘estimate’, ‘intend’, 'anticipates', forecasts', ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’, 'might' or other words of similar meaning or the negative thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
These forward-looking statements are based on assumptions and assessments made by TISE and/or Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the information on this Microsite could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading the information on this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the information on this Microsite. Neither TISE nor Bidco assumes any obligation to update or correct the information contained on this Microsite (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, social, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
Not a profit forecast or estimate, or a quantified financial benefit statement
Save as otherwise expressly stated in any relevant information, no statement in this Microsite or any information contained in this Microsite is intended as a profit forecast, a profit estimate or a quantified financial benefit statement within the meaning of Rule 28 of the Takeover Code. No statement in this Microsite or any information contained in this Microsite should be interpreted to mean that the future earnings per share of the combined group, Bidco and/or TISE for current or future financial years will necessarily match or exceed the historical published earnings per share of Bidco and/or TISE.
Overseas persons
The materials found on this Microsite contain information in respect to the Offer. Viewing this information may be unlawful if you are a resident of a Restricted Jurisdiction. In certain jurisdictions, included Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Residents outside The Bailiwick of Guernsey who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view the information contained in this Microsite or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below. To the fullest extent permitted by applicable law, Bidco and its respective officers, directors, employees, consultants, advisers, agents and representatives, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Notice to US investors
The Offer is subject to disclosure and procedural requirements of The Bailiwick of Guernsey which are different from those in the US. In addition, the payment and settlement procedures with respect to the Offer shall comply with the relevant rules of The Bailiwick of Guernsey, which differ from the US payment and settlement procedures. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the US has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any information in this section of the Microsite. Any representation to the contrary is a criminal offence in the US.
Any financial information included in certain documents contained on this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Governing Law
This notice shall be governed by, and interpreted in accordance with, Guernsey law.
Acceptance of notice
By selecting the “I ACCEPT” option, you represent and warrant to Bidco that you:
have read and understood the disclaimer set out above and that you agree to be bound by its terms;
understand that your agreement to this disclaimer may affect your rights or responsibilities;
are not (and nor do you act on behalf of someone who is) a national of, or resident in, a Restricted Jurisdiction, and that MIH is lawfully entitled to make the content of any communication or document relating to the Offer available to you under applicable securities laws; and
will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this Microsite either in whole or in part to any person in any Restricted Jurisdiction.
If you are unable to give this representation you should click on “I DECLINE” below and not proceed to view the contents of this Microsite or any other communication or document relating to the Offer.