0HR2 Cme Group Inc

TIDMNXG TIDM0HR2

RNS Number : 0075M

NEX Group PLC

25 April 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

25 April 2018

RECOMMED SHARE AND CASH ACQUISITION OF

NEX GROUP PLC

BY

CME LONDON LIMITED

AND

CME GROUP INC.

PUBLICATION OF SCHEME DOCUMENT

On 29 March 2018, the boards of NEX Group plc ("NEX"), CME London Limited ("Bidco") and CME Group Inc. ("CME") announced that they had reached an agreement on the terms of a recommended share and cash acquisition of the entire issued and to be issued share capital of NEX (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the "Scheme Document").

NEX is pleased to announce that the Scheme Document is being sent, or made available, to NEX Scheme Shareholders today. The Scheme Document contains, amongst other things, a letter from the Chairman of NEX, the full terms and conditions of the Scheme and the Acquisition, an explanatory statement, notices convening the Scheme Court Meeting and the NEX General Meeting, an expected timetable of principal events and details of the actions to be taken by NEX Scheme Shareholders. The Scheme Document is available on NEX's and CME's websites at www.nex.com/offer and www.cmegroup.com/nex-group, respectively.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Notices of the Court Meeting and Extraordinary General Meeting

As described in the Scheme Document, the Scheme will require approval at a meeting of the NEX Shareholders convened with the permission of the Court and at the General Meeting. The Court Meeting and the General Meeting will be held at the registered office of NEX, at 2 Broadgate, London EC2M 7UR, on 18 May 2018 at 10.30 a.m. and 10.40 a.m., respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned).

Completion of the Acquisition remains conditional on the approval of the Scheme by NEX's shareholders at the Court Meeting and the passing of the special resolution at the NEX General Meeting, the satisfaction or waiver of the other Conditions set out in the Scheme Document and the approval of the Court.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the NEX Scheme Shareholders. You are therefore urged to complete and return your Forms of Proxy, make an electronic appointment of a proxy or submit a proxy vote via CREST as soon as possible.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Acquisition is expected to become Effective during the second half of 2018, with the Consideration being sent by CME and Bidco to NEX Scheme Shareholders no later than 14 days after such date.

Information for NEX Scheme Shareholders

For information purposes only, the Scheme Document will also be made available to participants in the NEX Share Schemes and persons with information rights.

Enquiries:

NEX Group plc

Samantha Wren, CFO +44 (0) 207 818 9000

Alex Dee, Head of Investor Relations

Bryony Scragg, Head of Media Relations

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

Rebecca Mitchell +44 (0) 7951 057 351

Goldman Sachs International is also acting as a financial adviser to NEX, and Merrill Lynch International is acting as corporate broker to NEX. Clifford Chance LLP are retained as legal advisers to NEX.

Important notices

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.

Merrill Lynch International ("BofA ML") is authorised by the PRA and regulated by the FCA and the PRA in the U.K. BofA ML 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 ML nor for providing advice in relation to such matters.

Further information

This announcement is for information purposes only 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 of the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

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. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their NEX Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. 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 following: the ability to obtain required regulatory approvals and the approval of NEX Shareholders; the ability to achieve the expected cost savings, synergies and other expected strategic benefits from the Acquisition within the time frames indicated; the integration of NEX with CME Group's operations may not be successful or may be delayed or may be more costly than expected; general industry and market conditions; general domestic and international economic conditions; and governmental laws and regulations affecting domestic and foreign operations; future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; business and management strategies and the expansion and growth of the operations of the CME Group or the NEX Group; and the effects of government regulation on the business of the CME Group or the NEX Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to CME, Bidco or NEX or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of CME, Bidco or 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 31 December 2017 contains additional information regarding forward-looking statements with respect to CME.

No profit forecasts or estimates

Other than as expressly stated, no statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CME or NEX, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CME or NEX, as appropriate.

Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in one per cent. 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 of the Takeover Code). 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.

Publication on websites and hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Acquisition would breach any applicable law, on NEX's and CME's websites at www.nex.com/offer and www.cmegroup.com/nex-group, respectively, by no later than 12.00 noon (London time) on the date following publication of this announcement. For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

You may, subject to applicable securities laws, request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting NEX's registrars, Link Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or the NEX Shareholder Helpline on +44 371 664 0565 with an address to which the hard copy may be sent. Lines are open Monday to Friday (except U.K. public holidays) between 9.00 a.m. and 5.30 p.m. Calls will be charged at the standard geographic rates and will vary by provider. Calls from outside the U.K. will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. You may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

A hard copy of such documents (including this announcement), announcement or information will not be sent to you unless so requested. Restrictions may apply to persons resident in certain jurisdictions. Please note that the NEX Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Acquisition or give any financial, legal, investment or tax advice.

Please be aware that addresses, electronic addresses and certain information provided by NEX Shareholders, persons with information rights and other relevant persons for the receipt of communications from NEX may be provided to CME and/or Bidco during the Offer Period as requested under section 4 of Appendix 4 to the Takeover Code.

APPIX

 
 Event                                                          Time/date(1) 
----------------------------------------------  ---------------------------- 
 Publication of the Scheme Document                            25 April 2018 
 Latest time for lodging Forms of Proxy                 10.30 a.m. on 16 May 
  for use at the Court Meeting (BLUE                                 2018(2) 
  Form of Proxy) 
 Latest time for lodging Forms of Proxy                 10.40 a.m. on 16 May 
  for use at the General Meeting (WHITE                              2018(3) 
  Form of Proxy) 
 Scheme Voting Record Time                               8.00 p.m. on 16 May 
                                                                    2018 (4) 
 Court Meeting                                          10.30 a.m. on 18 May 
                                                                        2018 
 General Meeting                                        10.40 a.m. on 18 May 
                                                                     2018(5) 
 The expected date of the Court hearing to sanction the Scheme 
  and each of the other dates and times set out below will 
  depend, among other things, on the date on which the conditions 
  to the Scheme and the Acquisition are satisfied or, if capable 
  of waiver, waived. They are accordingly presented as indicative 
  and referable to the date on which those conditions are 
  satisfied or waived (as the case may be). Further details 
  of the conditions are set out in the Scheme Document. 
  NEX will give notice of each of the below dates and times, 
  when known, by issuing an announcement through a regulatory 
  information service and by making such announcement available 
  on NEX's website www.nex.com. Further updates or changes 
  to other times or dates indicated below shall be notified 
  in the same manner. 
 Court Hearing                                            a date expected to 
                                                       be in the second half 
                                                            of 2018 ("D")(6) 
 Last day of dealings in, and for registration                             D 
  of transfers of, and disablement in 
  CREST of, NEX Shares 
 Suspension of trading in NEX Shares                          4.30 p.m. on D 
 Scheme Record Time                                           8.00 p.m. on D 
 Effective Date of the Scheme                            D+1 Business Day(7) 
 Cancellation of listing of NEX Shares                   by 8.00 a.m. on D+2 
  on the premium segment of the Official                    Business Days(7) 
  List and the Main Market of the London 
  Stock Exchange 
 Issue of New CME Shares                               by 8.00 a.m. (Eastern 
                                                       Daylight time) on D+2 
                                                               Business Days 
 Listing of, and commencement of dealings              by 8.30 a.m. (Eastern 
  in, New CME Shares on Nasdaq                             Daylight time) on 
                                                        D+2 Business Days(7) 
 New CME Shares registered through                         D+2 Business Days 
  DRS (in respect of NEX Shares held 
  in certificated form only) 
 CME CDIs credited to CREST accounts                    On or soon after D+2 
  (in respect of NEX Scheme Shares held                        Business Days 
  in uncertificated form only) 
 Despatch of statements of entitlement           within 14 days of Effective 
  to New CME Shares held through DRS                                    Date 
  (in respect of NEX Scheme Shares held 
  in certificated form only) 
 Despatch of cheques and crediting               within 14 days of Effective 
  of CREST for Cash Consideration due                                   Date 
  under the Scheme 
 Long-stop Date                                             31 March 2019(8) 
 

The Court Meeting and the General Meeting will each be held at the registered office of NEX, at 2 Broadgate, London EC2M 7UR.

(1) These times and dates are indicative only and will depend, amongst other things, on the dates upon which: (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies. NEX will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to NEX Shareholders and persons with information rights.

(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 10.30 a.m. on 16 May 2018 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting. However, blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting before the start of the Court Meeting.

(3) White Forms of Proxy for the General Meeting must be lodged not later than 10.40 a.m. on 16 May 2018 in order to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting. White Forms of Proxy cannot be handed to the Chairman of the General Meeting at that meeting.

(4) If either of the NEX Shareholder Meetings is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 8.00 p.m. on the date 48 hours (excluding any part of a day that is not a working day) before the date set for the adjourned meeting.

(5) To commence at 10.40 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

   (6)              A date expected to be in the second half of 2018 subject to regulatory clearance. 

(7) These dates depend, among other things, on the date upon which the Court sanctions the Scheme and the date which the Court Order sanctioning the Scheme is delivered to and, if ordered by the Court, registered by, the Registrar of Companies.

(8) This date may be extended to such date as NEX, Bidco and CME may, with the consent of the Panel, agree and the Court (if required) may allow.

All references in this announcement to times are to times in London (unless otherwise stated).

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 25, 2018 02:01 ET (06:01 GMT)