Markit and IHS Announce Results to Date for Exchange Offer and Consent Solicitation

As of 5:00 p.m. on July 11, 2016 (the “Initial Early Tender Date”), according to D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, tenders and consents from holders of approximately $740.7 million, or 98.8%, of the aggregate principal amount of outstanding Existing IHS Notes, had been validly received and not withdrawn in the Exchange Offer and Consent Solicitation. Accordingly, IHS has received consents sufficient to approve the proposed amendments to the indenture governing the Existing IHS Notes, and IHS and the trustee for the Existing IHS Notes have entered into a supplemental indenture containing the proposed amendments to the indenture governing the Existing IHS Notes. Such amendments will not become operative, with respect to any Existing IHS Notes that remain outstanding following the consummation of the Exchange Offer, unless and until Markit accepts for exchange the Existing IHS Notes validly tendered in the Exchange Offer and Consent Solicitation.

IHS and Markit also announced today that Markit has extended the date by which tenders must be received for holders to receive the “Total Exchange Consideration” (as set forth in the table below) to 11:59 p.m., New York City time, on July 25, 2016, which is the “Expiration Date” for the Exchange Offer and the Consent Solicitation, unless extended. Accordingly, all Existing IHS Notes tendered at or prior to the Expiration Date, including those tendered at or prior to the Initial Early Tender Date, will be eligible to receive the Total Exchange Consideration set forth in the table below, which includes the “Early Tender Premium” set forth in such table, for all such Existing IHS Notes that are accepted on the “Settlement Date” that will occur promptly after the Expiration Date. All other terms and conditions of the Exchange Offer and Consent Solicitation, as previously announced and described in the Offering Memorandum (as defined below) and the related letter of transmittal and consent, remain unchanged.

The withdrawal deadline has passed and holders may no longer withdraw Existing IHS Notes tendered or revoke consents delivered in the Exchange Offer and Consent Solicitation.

The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for Existing IHS Notes validly tendered and accepted for exchange in the Exchange Offer:

(1) For each $1,000 principal amount of Existing IHS Notes, plus any accrued and unpaid interest thereon from the last interest payment date to, but not including, the Settlement Date.

(2) Includes Early Tender Premium.

The Exchange Offer and the Consent Solicitation are being made in connection with the merger agreement, dated as of March 20, 2016 (the “Merger Agreement”), by and among Markit, Marvel Merger Sub, Inc., a wholly owned subsidiary of Markit, and IHS, pursuant to which Markit has agreed to acquire IHS (the “Merger”). The obligation of Markit to accept for exchange, and to pay the cash consideration for, Existing IHS Notes validly tendered (and not validly withdrawn) in the Exchange Offer is subject to certain conditions set forth in the offering memorandum dated June 27, 2016 (“Offering Memorandum”), including consummation of the Merger pursuant to the Merger Agreement. The parties’ obligations to complete the Merger are conditioned upon a number of conditions, including (i) the adoption by IHS stockholders of the proposal to approve the Merger Agreement; (ii) the approval by Markit shareholders of the issuance of Markit common shares as merger consideration under the Merger Agreement, a proposal to approve amending and restating the bye-laws of Markit, and a proposal to approve the name change of “Markit Ltd.” to “IHS Markit Ltd.”; (iii) the absence of certain governmental restraints or prohibitions preventing the consummation of the Merger or imposing a regulatory material adverse effect; and (iv) certain other customary closing conditions. Consummation of the Merger is not subject to a financing condition and is not subject to the completion of the Exchange Offer and Consent Solicitation.

The New IHS Markit Notes will be guaranteed on a senior unsecured basis by each of IHS Markit’s subsidiaries that are borrowers or guarantors under the new credit facilities that IHS Markit and certain of its subsidiaries will enter into upon the consummation of the Merger. Future guarantees of the New IHS Markit Notes will be required to the extent a subsidiary is required by the new credit facilities to provide a guarantee thereunder, among other circumstances.

The New IHS Markit Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The New IHS Markit Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell, or the solicitation of tenders or consents with respect to, any securities. The Exchange Offer and Consent Solicitation are being made only pursuant to the Offering Memorandum and related transmittal documents and only to such persons and in such jurisdictions as is permitted under applicable law.

This press release has not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, this document is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this press release relates is available only to and will be engaged in only with Relevant Persons. Persons who are not Relevant Persons should not take any action based upon this press release and should not rely on it.

About IHS

IHS (NYSE: IHS) is a leading source of insight, analytics and expertise in critical areas that shape today’s business landscape. Businesses and governments in more than 140 countries around the globe rely on the comprehensive content, expert independent analysis and flexible delivery methods of IHS to make high-impact decisions and develop strategies with speed and confidence. IHS has been in business since 1959 and became a publicly traded company on the New York Stock Exchange in 2005. Headquartered in Englewood, Colorado, USA, IHS is committed to sustainable, profitable growth and employs nearly 9,000 people in 33 countries around the world.

About Markit

Markit is a leading global provider of financial information services. We provide products that enhance transparency, reduce risk and improve operational efficiency. Our customers include banks, hedge funds, asset managers, central banks, regulators, auditors, fund administrators and insurance companies. Founded in 2003, we employ over 4,200 people in 13 countries.