INTERCONTINENTAL EXCHANGE, INC. (NYSE:ICE) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On October 24, 2017, Intercontinental Exchange, Inc. (“ICE”) issued a press release announcing IntercontinentalExchange Holdings (“ICEH”), a wholly-owned subsidiary of ICE, had entered into a share purchase agreement (the “Agreement”) by and among ICEH, as purchaser, each of The Royal Bank of Scotland plc and RBS AA Holdings (UK) Limited (the “Sellers”) as sellers and ICE as guarantor of ICEH’s payment obligations under the Agreement, for the acquisition of the ordinary shares held by the Sellers (the “Sale Shares”) in Euroclear plc (“Euroclear”), which amounts to a 4.7% stake in Euroclear (the “Transaction”). Euroclear is a leading provider of post-trade services, including settlement, central securities depositories and related services for cross-border transactions across asset classes.
The Agreement contains customary warranties for a transaction of this kind and, as the Transaction was not subject to any conditions, closing occurred immediately after signing of the Agreement. At closing, ICEH paid the consideration for the Transaction of EUR275,000,000. The Agreement also contains anti-embarrassment provisions, to which ICEH will pay additional consideration for any disposition of the Sale Shares, or acquisition of further shares in Euroclear, by ICEH or an affiliate within the 12 months following closing of the Transaction (or any such acquisition or disposition that is agreed within such 12 month period, but which takes effect within the 18 months following the closing date). The anti-embarrassment provisions are subject to carve-outs, including for change of control transactions. The additional consideration broadly entitles the Sellers to share in 50% of any profit ICEH (or an affiliate) makes on a disposition of the Sale Shares, or 50% of any price at which ICEH (or an affiliate) acquires additional shares in Euroclear in excess of the purchase price paid to the Sellers.
ICE anticipates having one representative join the board of directors of Euroclear.
A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1Press Release dated October 24, 2017
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Intercontinental Exchange, Inc. ExhibitEX-99.1 2 tv477637_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercontinental Exchange Announces Strategic Stake in Euroclear ATLANTA & NEW YORK,…To view the full exhibit click here
