TORONTO, May 9, 2024
/CNW/ - TMX Group Limited ("TMX Group") today announced that it has
priced a Canadian private placement offering (the "Offering") of
$300 million aggregate principal
amount of 4.747% Series J Senior Unsecured Debentures due
May 26, 2026 (the "Debentures") to
accredited investors in Canada.
The Debentures will be direct senior unsecured and unsubordinated
obligations of TMX Group and will rank pari passu
with all other senior unsecured and unsubordinated
indebtedness of TMX Group.
TMX Group expects the Offering to close on May 24, 2024 and the Debentures are expected
to receive a credit rating of "AA (Low)" with a Negative Trend
from DBRS Limited.
The net proceeds from the Offering will be used to repay a
portion of outstanding indebtedness and for general corporate
purposes.
The Debentures are being offered exclusively to persons resident
in a Canadian province through a syndicate of agents led by RBC
Capital Markets and Scotiabank and including BMO Capital Markets,
Canaccord Genuity, CIBC Capital Markets, National Bank Financial,
TD Securities, Barclays, Casgrain & Company, Citigroup and
Laurentian Bank Securities, and on a private placement basis in
reliance upon exemptions from the prospectus requirements under
applicable securities laws in those provinces. The Debentures have
not been qualified for sale to the public under such securities
laws.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Debentures or any other
securities of TMX Group in any jurisdiction, and is not an offer
for sale within the United States
of any securities of TMX Group. Securities of TMX Group, including
any debt securities, may not be offered or sold in the United States absent registration under
U.S. securities laws or unless exempt from registration under such
laws. The Offering described in this news release is not being made
in the United States and has not
been and will not be registered under U.S. securities laws.
Accordingly, the Debentures may not be offered or sold in
the United States except in
certain transactions exempt from the registration requirements
under applicable U.S. securities laws.
Caution Regarding Forward-Looking Information This press
release of TMX Group contains "forward-looking information" (as
defined in applicable Canadian securities legislation) that is
based on expectations, assumptions, estimates, projections and
other factors that management believes to be relevant as of the
date of this press release. Often, but not always, such
forward-looking information can be identified by the use of
forward-looking words such as "plans," "expects," "is expected,"
"budget," "scheduled," "targeted," "estimates," "forecasts,"
"intends," "anticipates," "believes," or variations or the
negatives of such words and phrases or statements that certain
actions, events or results "may," "could," "would," "might," or
"will" be taken, occur or be achieved or not be taken, occur or be
achieved. Forward-looking information, by its nature, requires us
to make assumptions and is subject to significant risks and
uncertainties which may give rise to the possibility that our
expectations or conclusions will not prove to be accurate and that
our assumptions may not be correct.
Examples of forward-looking information in this press release
include, but are not limited to, the closing of the Offering and
the benefits of the Offering, and the expected credit rating of the
Debentures, all of which are subject to significant risks and
uncertainties. These risks include, but are not limited to:
dependence on the economy of Canada; adverse effects on our results caused
by global economic conditions (including geopolitical events,
interest rate movements, threat of recession) or uncertainties
including changes in business cycles that impact our sector;
geopolitical and other factors which could cause business
interruption); dependence on information technology; vulnerability
of our networks and third party service providers to security
risks, including cyber-attacks; regulatory constraints; constraints
imposed by our level of indebtedness, risks of litigation or other
proceedings; currency risk; dependence on third-party suppliers and
service providers; adverse effect of a systemic market event on
certain of our businesses; the regulatory constraints that apply to
the business of TMX Group and its regulated subsidiaries.
Forward-looking information is based on a number of assumptions
which may prove to be incorrect, including, but not limited to,
business and economic conditions generally; exchange rates
(including estimates of exchange rates from Canadian dollars to the
U.S. dollar or GBP), commodities prices, the level of trading and
activity on markets, and particularly the level of trading in TMX
Group's key products; changes to interest rates and the timing
thereof; the amount and timing of revenue and technology cost
synergies resulting from the AST Canada acquisition; productivity
at TMX Group, as well as that of TMX Group's competitors; market
competition; research and development activities; the successful
introduction and client acceptance of new products and services;
successful introduction of various technology assets and
capabilities; the impact on TMX Group and its customers of various
regulations; TMX Group's ongoing relations with its employees; and
the extent of any labour, equipment or other disruptions at any of
its operations of any significance other than any planned
maintenance or similar shutdowns.
We have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
current expectations described in forward-looking information.
However, there may be other factors that cause actions, events or
results not to be as anticipated, estimated or intended and that
could cause actual actions, events or results to differ materially
from current expectations. There can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. These factors
are not intended to represent a complete list of the factors that
could affect us. A description of the above-mentioned items is
contained in the section "Enterprise Risk Management" of our 2023
annual MD&A.
About TMX Group (TSX: X)
TMX Group operates global markets, and builds digital
communities and analytic solutions that facilitate the funding,
growth and success of businesses, traders and investors. TMX
Group's key operations include Toronto Stock Exchange, TSX
Venture Exchange, TSX Alpha Exchange, The Canadian Depository for
Securities, Montréal Exchange, Canadian Derivatives Clearing
Corporation, TMX Trayport and TMX VettaFi, which provide listing
markets, trading markets, clearing facilities, depository services,
technology solutions, data products and other services to the
global financial community. TMX Group is headquartered in
Toronto and operates offices
across North America (Montréal,
Calgary, Vancouver and New
York), as well as in key international markets including
London, Singapore and Vienna. For more information about TMX Group,
visit www.tmx.com. Follow TMX Group on X: @TMXGroup.
SOURCE TMX Group Limited