Our Capital Markets team has advised Zeus Capital Limited ("Zeus"), which has acted as financial adviser to Miami International Holdings, Inc. ("MIH") and MIH's wholly-owned subsidiary, MIH East Holdings, Limited (“Bidco”), on its recommended cash offer for the entire issued and to be issued ordinary share capital of The International Stock Exchange Group Limited ("TISE") not already owned by Bidco (the "Acquisition") and the cash confirmation statement given by Zeus in relation to Bidco's financing of the takeover offer in the offer announcement.

Bidco's offer values the entire issued and to be issued share capital of TISE at approximately £70.4 million.

Under the terms of the cash offer, each TISE shareholder will be entitled to receive £22.50 per share in cash. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey.

Headquartered in Guernsey, TISE provides financial markets and securities services to public and private companies. Best known as one of Europe’s major 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 ($975 billion). 

MIH, a technology-driven leader in building and operating financial marketplaces enabled by its in-house built, proprietary technology and the owner of the MIAX exchanges in the US and Bermuda, considers the proposed acquisition of TISE to be a compelling opportunity to establish a presence for the MIAX Exchange Group in a European time-zone and market.

The team was led by Principal Associate, Alex Davidson, and Senior Counsel, Jeff Elway, in the Corporate Group, with banking assistance from Banking & Finance Partner, Chris Brierley.

Commenting on the deal, Alex Davidson said: "We are really pleased to be working with Zeus on this transaction, further demonstrating our depth of expertise in public company takeover/M&A work, funded by significant third-party debt as well as the bidder's own cash resources."

Martin Green, Head of Financial Institutions Group at Zeus, added: “Alex and the Gowling WLG team were very supportive throughout and provided an excellent service. We are grateful for their timely and measured advice and look forward to working with them again.”

Gowling WLG's Capital Markets Group is recognised as one of the leading practices in London, with a particular emphasis on AIM and investment funds. With wide ranging experience, acting for both companies and nominated advisers on IPOs, secondary fundraisings, public takeovers as well as advising on ongoing compliance and corporate governance issues.

Gowling WLG is ranked third amongst all law firms for the total number of clients quoted on the London Stock Exchange, with 84 clients. Gowling WLG is also in the top three law firms for total AIM clients, and top five for the Main Market.