The Board of PLUS Markets Group plc (“PLUS” or the “Company”) would like to make the following announcement to shareholders.
Over the last two years the Company has invested heavily in repositioning itself as a trading solutions services provider alongside its roots as a Stock Exchange.
Exchange solutions now being offered by PLUS include proprietary “white label” trading platforms and, through PLUS-DX, an authorised derivatives trading venue. In each case the Company leverages its infrastructure and expertise in trading technology, regulation and compliance.
As a Recognised Investment Exchange, PLUS-SX can provide trading and listing services in the full range of financial instruments including cash, equities, derivatives, bonds and commodities.
The Board of Directors believes that the Company is well positioned strategically to exploit commercially the opportunities offered by significant changes in the regulatory and technological environment. It also recognises that scale and international reach will become increasingly relevant for interaction with exchanges, investment banks and other trading entities. The Board believes that it is in the best interests of the Company to seek a partner which will help it achieve the scale and reach required to maximise value to stakeholders.
The Board has therefore decided to conduct a formal sale process in order to identify appropriate potential partners for the Company or major strategic investors.
Potential offerors for the entire issued and to be issued share capital of the Company are, therefore, invited to contact Wyvern Partners.
The Panel on Takeovers and Mergers has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2. of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.
The Company proposes to conduct the formal sale process in the following manner. Any interested party who approaches Wyvern Partners will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. Subsequent to this, interested parties will be provided with appropriate information to evaluate their position.
The Board reserves the right to alter any aspect of the sale process as outlined above or to terminate it at any time and in such cases will make an announcement as appropriate.
The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time. There can be no certainty that any offer will be made for the Company, or even proposed, or as to the level of any proposal or offer that may be made.
Rule 2.10 disclosure:
In accordance with Rule 2.10 of the Code, the Company confirms that it currently has 386,907,464 ordinary shares of 5p each in issue with ISIN GB0032654641.
