Miami International Holdings, Inc. (MIH) and The International Stock Exchange Group Limited (TISE) of Guernsey have reached agreement on the terms of a recommended cash offer to be made by MIH to acquire the entire share capital TISE not already owned by MIH.
TISE provides financial markets and securities services to public and private companies. The Guernsey-based group is best known as a European professional bond markets.
At the end of 2024, TISE reported having over 4,400 securities on its Official List with a total market value of more than £750 billion.
The cash consideration for the acquisition, of £22.50 per TISE ordinary share, values the entire ordinary share capital of TISE at £70.4 million.
MIH subsidiary MIH East Holdings currently owns 29.46% of the issued ordinary share capital in TISE.
“The acquisition of TISE represents an attractive international expansion opportunity for MIH, allowing us to further execute on our strategy of operating regulated financial markets both in the U.S. and internationally,” said Thomas Gallagher, Chairman and CEO of MIH.
“We are committed to growing our international business and believe that investing additional resources in TISE will help expand its reach and capabilities. We look forward to working with the TISE team to develop new relationships with member firms and issuers and collaborate on opportunities for TISE’s future growth.”
TISE chair Anderson Whamond said: “This offer is a testament to the significant progress we have made in executing our strategy to grow and diversify the business, as well as an endorsement of Guernsey as a leading international finance centre.
“Transformed from a local stock and bond market, today TISE is an established operator of public markets with an enlarged portfolio of financial markets and securities services for both public and private companies.
“The recommended cash acquisition recognises the strength of the business and enables our shareholders to realise the value of their investment. We are excited about the opportunities to collaborate with MIH to expand TISE’s offering across Europe and internationally.”
TISE’s board of directors intends to unanimously recommend the acquisition, which is intended to be effected by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey.
The acquisition is subject to the approval of the requisite majority of TISE ordinary shareholders and the satisfaction of other regulatory approvals.
TISE was incorporated in Guernsey in November 2013. Its ordinary shares were admitted to listing and trading on The International Stock Exchange in June 2016.
TISE’s Qualified Investor Bond Market (QIBM) is a market in Europe for listing high yield bonds and is experiencing strong growth in structured finance and securitisation transactions. TISE also has a pool of “domestic” equities and a significant share of listed UK Real Estate Investment Trusts (REITs), as well as hosting a comprehensive sustainable finance segment, TISE Sustainable.