CHX HOLDINGS, INC.
On February 8, 2005, the demutualization plan of the Chicago Stock Exchange ("CHX" or the "Exchange") received approval from the Securities and Exchange Commission ("SEC"). The CHX now operates as a direct and wholly-owned subsidiary of CHX Holdings, Inc. ("CHX Holdings"), a Delaware corporation. On the effective date of the demutualization, each member of the Exchange received 1,000 shares of the common stock of CHX Holdings for each membership that the member owned.
Under its certificate of incorporation, the authorized capital stock of CHX Holdings consists of 900,000 shares of common stock, $.01 par value per share, and 25,000 shares of preferred stock, par value $.01 per share. 450,000 shares of the authorized CHX Holdings common stock were issued and outstanding immediately following the demutualization transaction.
Transfer Process for CHX Holdings Common Stock
All transfer requests must be mailed or hand delivered directly to:
CHX Holdings, Inc.
Requests for transfer must include a completed Stock Transfer Instruction.
The transfer process is described in the attached Stock Transfer Procedures
CHX HOLDINGS' COMMON STOCK IS SUBJECT TO LIMITATIONS ON TRANSFER, OWNERSHIP AND VOTING. THESE LIMITATIONS INCLUDE THE FOLLOWING:
1. CHX HOLDINGS COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION THEREFROM. CHX HOLDINGS MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHX HOLDINGS THAT SUCH AN EXEMPTION IS AVAILABLE. PLEASE SEE ARTICLE IX, SECTION 3 OF THE CHX HOLDINGS BYLAWS.
2. NO PERSON, EITHER ALONE OR TOGETHER WITH ITS RELATED PERSONS, MAY (A) OWN, DIRECTLY OR INDIRECTLY, OF RECORD OR BENEFICIALLY, SHARES OF STOCK OF THE CORPORATION REPRESENTING IN THE AGGREGATE MORE THAN FORTY PERCENT (40%) ((OR TWENTY PERCENT (20%) IF SUCH PERSON HOLDS A TRADING PERMIT OF THE CHICAGO STOCK EXCHANGE, INC.) OF THE THEN OUTSTANDING VOTES ENTITLED TO BE CAST ON ANY MATTER; OR (B) DIRECTLY, INDIRECTLY OR PURSUANT TO ANY VOTING TRUST, AGREEMENT, PLAN OR OTHER ARRANGEMENT, VOTE OR CAUSE THE VOTING OF SHARES OF THE CAPITAL STOCK (WHETHER SUCH SHARES BE COMMON STOCK OR PREFERRED STOCK) OF THE CORPORATION OR GIVE ANY CONSENT OR PROXY WITH RESPECT TO SHARES REPRESENTING MORE THAN TWENTY PERCENT (20%) OF THE VOTING POWER OF THE THEN ISSUED AND OUTSTANDING CAPITAL STOCK OF THE CORPORATION, NOR MAY ANY PERSON, EITHER ALONE OR TOGETHER WITH ITS RELATED PERSONS, ENTER INTO ANY AGREEMENT, PLAN OR OTHER ARRANGEMENT WITH ANY OTHER PERSON, EITHER ALONE OR TOGETHER WITH ITS RELATED PERSONS, UNDER CIRCUMSTANCES THAT WOULD RESULT IN THE SHARES OF CAPITAL STOCK OF THE CORPORATION THAT ARE SUBJECT TO SUCH AGREEMENT, PLAN OR OTHER ARRANGEMENT NOT BEING VOTED ON ANY MATTER OR MATTERS OR ANY PROXY RELATING THERETO BEING WITHHELD, WHERE THE EFFECT OF SUCH AGREEMENT, PLAN OR OTHER ARRANGEMENT WOULD BE TO ENABLE ANY PERSON, EITHER ALONE OR TOGETHER WITH ITS RELATED PERSONS, TO VOTE, POSSESS THE RIGHT TO VOTE OR CAUSE THE VOTING OF SHARES OF THE CAPITAL STOCK OF THE CORPORATION WHICH WOULD REPRESENT MORE THAN TWENTY PERCENT (20%) OF SAID VOTING POWER. FOR MORE INFORMATION, INCLUDING INFORMATION REGARDING ANY REPORTING AND NOTICE OBLIGATIONS WITH RESPECT TO THESE RESTRICTIONS, PLEASE SEE THE TEXT OF ARTICLE FIFTH OF THE CORPORATION’S RESTATED CERTIFICATE OF INCORPORATION, EFFECTIVE AS OF FEBRUARY 9, 2005, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
3. NO STOCKHOLDER MAY TRANSFER COMMON STOCK EXCEPT IN BLOCKS OF 1000 SHARES PER TRANSFER. PLEASE SEE ARTICLE IX, SECTION 2 OF THE CHX HOLDINGS' BYLAWS.
4. NO STOCKHOLDER MAY TRANSFER COMMON STOCK UNTIL ALL AMOUNTS DUE AND OWING BY SUCH STOCKHOLDER TO THE CHICAGO STOCK EXCHANGE, INC. HAVE BEEN PAID IN FULL. PLEASE SEE ARTICLE IX, SECTION 3 OF THE CHX HOLDINGS' BYLAWS.
COPIES OF THE CHX HOLDINGS’ CERTIFICATE OF INCORPORATION AND BYLAWS, WHICH FURTHER DETAIL THESE LIMITATIONS, ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO CHX HOLDINGS.
Access to Indications of Trading Interest
Persons who wish to express Indications of Interest, or to inquire regarding presently outstanding Indications of Interest, must contact the Office of the Secretary, CHX Holdings. Prior to being given access to any information related to existing Indications of Interest, the person must complete and submit the following:
• Existing CHX Holdings Stockholder: Submit signed Access Agreement – Indications of Interest only.
A person who has submitted the above materials may access information relating to Indications of Interest, and may also submit an Indication of Interest if such person submits the following:
CHX Holdings reserves the right to reject or cancel an Indication of Interest, or to reject an Application for Access to Indications of Interest, at any time. Indications of Interest will be posted by CHX Holdings on its Indication of Interest Board, also known as the "I-Board."
The Indication of Interest process, and the terms, conditions, disclaimers and limitations associated with the I-Board, are described in the Indication of Interest Procedures. Please note that these procedures supersede the procedures set out in Stockholder Notice 2005-02 "Indication of Interest Procedures."