AUGUST 23, 2016 — Singapore Exchange Limited (SGX) and the Baltic Exchange Limited report that they have agreed on the terms for a recommended offer by SGX for the entire issued share capital of the Baltic Exchange.
As previously announced, under the terms of the proposed acquisition, Baltic Exchange shareholders will be entitled to receive: GBP 160.41 in cash for each Baltic Exchange Share and GBP 19.30 in cash per Baltic Exchange Share as a final dividend In aggregate, the cash price and the special dividend value Baltic Exchange's entire issued ordinary share capital at approximately GBP 87.0 million (about US$ 114.3 million).
SGX has received irrevocable undertakings to vote in favor of the proposed acquisition from shareholders representing approximately 74 per cent of the existing issued share capital of Baltic Exchange.
Completion of the deal is expected towards the end of November 2016, subject to achieving the necessary shareholder, regulatory and court approvals.
SGX and SGX Baltic Investments Pte. Ltd (SBI) have committed to:
- Maintain the Baltic's headquarters in St Mary Axe, London;
- Maintain the existing multiple clearing house model;
- Strengthen the existing market benchmark production and governance model in-line with a proposed amended guide to market benchmarks;
- Maintain membership subscription fees, end-user Baltic data fees and SGX clearing fees of FFA contracts at current levels for at least five years;
- Continue to provide a range of membership services including dispute resolution and social and charitable activities; and
- Procure that Baltic and BEISL will use their reasonable endeavors to revise the terms of data licensing and subscription, specifically to clarify that the usage of the Baltic indices and/or data for physical and financial settlement without the involvement of a Baltic Panelist is unacceptable unless explicitly permitted by license (e.g. for clearing houses).