The requisite majorities of shareholders voted in favour of the proposed £70.4 million ($91.5 million [*1]) acquisition of The International Stock Exchange Group Limited (TISE) by Miami International Holdings, Inc. (MIH) at the Court Meeting and General Meeting held on 24th April 2025.
The proposed acquisition would be via MIH’s wholly-owned subsidiary, MIH East Holdings, Limited (MIH East Holdings).
On 19th March 2025, it was announced that the boards of MIH East Holdings and TISE had reached agreement on the terms of a recommended cash offer to be made by MIH East Holdings for the entire issued and to be issued ordinary share capital of TISE not already owned by MIH East Holdings (the Acquisition). The Acquisition is to be implemented by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the Scheme).
The cash consideration for the Acquisition, of £22.50 per TISE ordinary share, values the entire issued and to be issued ordinary share capital of TISE at approximately £70.4 million ($91.5 million [*1]), representing approximately £66.4 million ($86.4 million [*1]), net of proceeds received from the expected exercise of options subsisting under the TISE Share Plans. MIH East Holdings currently owns 29.46% of the issued ordinary share capital in TISE.
Of the votes cast by Scheme Shareholders at the Court Meeting, 99.97% of Scheme Shares were voted in favour of the Scheme.[*2] Of the votes cast at the General Meeting, 100.00% of TISE Shares were voted in favour of approval of implementation of the Scheme (including amendment of TISE’s Articles).[*3]
Anderson Whamond (shown in the main picture), Chair of TISE, said: “The board is pleased with the outcome of these meetings and the strong endorsement from TISE’s shareholders for the significant value being realised through this transaction. The acquisition is an important milestone in the history of TISE and the board believes that as part of a global exchange group TISE will benefit from opportunities to collaborate with MIH, including leveraging its technology infrastructure and international footprint.”
Thomas P. Gallagher, Chairman and CEO of MIH, said: “We are delighted to have received the strong support of TISE’s shareholders and this is a significant step towards completion of the acquisition. The acquisition represents a compelling opportunity for MIH to expand our international business and establish a presence in a European time-zone and market. We believe that investing additional resources in TISE will help expand its reach and capabilities, positioning it competitively for future growth.”
The Scheme, which is currently expected to become effective in the second quarter of 2025, remains subject to the satisfaction (or, where applicable, waiver) of the remaining conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing.
[*1] Based on exchange rate of 1 GBP to USD of 1.30.
[*2] Percentages rounded down to the nearest two decimal places. Where a Scheme Shareholder cast some of their votes ‘for’ and some of their votes ‘against’ the resolution, such Scheme Shareholder has been counted as having voted both ‘for’ and ‘against’ the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.
[*3] Percentages rounded down to the nearest two decimal places.
