ATLANTA & NEW YORK--(BUSINESS WIRE)-- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

Intercontinental Exchange, Inc. (“ICE”) (NYSE: ICE), a leading operator of global exchanges and clearing houses and provider of data and listings services, confirms, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), that as of the close of business on 29 February 2016, it had 118,998,178 shares of common stock, having US$0.01 par value each, in issue and admitted to trading on the New York Stock Exchange under the International Securities Identification Number (ISIN) US45866F1049, excluding shares of common stock held in treasury.

The total number of voting rights with respect to ICE common stock is therefore 118,998,178. This figure may be used by stockholders to determine the percentage of issued common stock they hold in ICE.

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on ICE's website at www.intercontinentalexchange.com as soon as possible. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Morgan Stanley & Co. LLC, through its affiliate, Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to ICE and no one else in connection with the matters referred to in this announcement, and Morgan Stanley & Co. LLC, Morgan Stanley, each of their affiliates and each of their affiliates' respective directors, officers, employees and agents will not be responsible to anyone other than ICE for providing the protections afforded to their clients or for providing advice in relation to the matters referred to in this announcement, the contents of this announcement or any other matter referred to herein.

Moelis & Company UK LLP ("Moelis & Company"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to ICE and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than ICE for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis & Company in connection with this announcement, any statement contained herein, the acquisition or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested (directly or indirectly) in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested (directly or indirectly) in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

About Intercontinental Exchange

Intercontinental Exchange (NYSE:ICE) operates the leading network of global futures and equity exchanges and provides world class clearing, data and listing services across many markets. The New York Stock Exchange is the world leader in capital raising and equities trading.

Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange, Interactive Data and Trayport. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located at www.intercontinentalexchange.com/terms-of-use.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 -- Statements in this press release regarding ICE's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE's Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 4, 2016.

SOURCE: Intercontinental Exchange

ICE-CORP

View source version on businesswire.com: http://www.businesswire.com/news/home/20160301006892/en/

Enquiries:
ICE
Kelly Loeffler
+1 770 857 4700
kelly.loeffler@thice.com
or
Claire Miller
+44 (0) 20 7488 5100
claire.miller@theice.com
or
Brunswick
Gill Ackers / Brian Buckley
+44 (0) 20 7404 5959
ICEUK@brunswickgroup.com
or
Morgan Stanley
Matthew Jarman
+44 (0) 20 7425 8000
or
Chris Lown
+1 212 761 4000
or
Moelis & Company
Caroline Silver
+44 (0) 20 7634 3500
or
Elliot Richmond
+44 (0) 20 7634 3500

Source: Intercontinental Exchange