As filed with the Securities and Exchange
Commission on January 22, 2021
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IHS MARKIT LTD.
(Exact name of registrant as specified in
its charter)
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Bermuda
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98-1166311
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4th
Floor, Ropemaker Place,
25
Ropemaker Street
London, England
EC2Y 9LY
+44 20 7260
2000
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(Address of Principal Executive Offices, Including Zip Code)
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IHS Markit Ltd. Amended and Restated
2014 Equity Incentive Award Plan
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Sari Granat
Executive Vice
President, Chief Administrative Officer and General Counsel
IHS Markit Ltd.
c/o Markit North
America, Inc.
450 West 33rd
Street, 5th Floor
New York, NY
10001
(212) 205 1200
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(Name, address and telephone number, including area code, of agent for service)
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ý
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Accelerated filer ¨
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Non-accelerated filer (Do not check if a smaller reporting company) ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for ¨
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price per Share (2)
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration Fee (3)
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Common Shares, $0.01 par value per share
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2,000,000
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$84.51
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$169,020,000
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$18,440.08
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(1)
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This Registration Statement on Form S-8 (this “Registration Statement”) covers common shares, $0.01 par value per
share (“Common Shares”), of IHS Markit Ltd. (the “Registrant”) (i) authorized for issuance under the IHS
Markit Ltd. Amended and Restated 2014 Equity Incentive Award Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the “Securities Act”), any additional Common Shares that may become issuable
under the Plan by reason of any share dividend, share split or other similar transaction.
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(2)
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Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of computing the registration
fee, based on the average of high and low sales prices reported for Common Shares on the New York Stock Exchange on January 15,
2021.
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(3)
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Rounded up to the nearest penny.
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EXPLANATORY NOTE
This Registration Statement has been prepared
and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering
an additional 2,000,000 Common Shares that are issuable at any time or from time to time under the Plan. Pursuant to General Instruction
E, the contents of the Registration Statement on Form S-8 filed for the Plan (File No. 333-196877) with the Securities and Exchange
Commission (the “Commission”) on June 18, 2014, including the documents incorporated by reference therein, are incorporated
by reference into this Registration Statement, except as supplemented by the information set forth below.
PART I
The documents containing the information
specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to the participants in the Plan as specified by Rule
428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form
S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The following documents
are incorporated herein by reference:
(a) The
Registrant’s Annual Report on Form 10-K (File No. 001-36495) for the fiscal year ended November 30, 2020 (the “Annual
Report”), filed with the Commission on January 22, 2021 pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”);
(b) All
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have
been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in
(a) above; and
(c) The
description of the Registrant’s share capital which is contained in the Registrant’s Registration Statement on Form
8-A (File No. 001-36495), filed with the Commission on June 28, 2019, including any amendments or supplements thereto.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such documents, except as to any portion of any future annual or quarterly report to shareholders or
document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and
Counsel.
None.
Item 6. Indemnification of Directors
and Officers.
The Registrant is
a Bermuda exempted company. Section 98 of the Companies Act 1981 of Bermuda (the “Companies Act”) provides generally
that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of
law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases
where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the
company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability
incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which
they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Companies Act.
The Registrant’s
Bye-laws provide that the Registrant shall indemnify its officers and directors in respect of their actions and omissions, except
in respect of their fraud or dishonesty, and that the Registrant may advance funds to its officers and directors for expenses incurred
in their defense on condition to repay the funds if any allegation of fraud or dishonesty is proved. The Registrant’s Bye-laws
further provide that the Registrant’s shareholders waive all claims or rights of action that they might have, individually
or in right of the Registrant, against any of the Registrant’s directors or officers for any act or failure to act in the
performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or
officer.
Section 98A of the
Companies Act permits a company to purchase and maintain insurance for the benefit of any officer or director in respect of any
loss or liability attaching to him or her in respect of any negligence, default, breach of duty or breach of trust, whether or
not such company may otherwise indemnify such officer or director. Pursuant to the Registrant’s Bye-laws, the Registrant
may maintain insurance for the benefit of its directors and officers against any liability incurred by any of them under the Companies
Act in their capacity as a director or officer or indemnifying the directors and officers in respect of any loss arising or liability
attaching to any of them by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust
of which any such director or officer may be guilty in relation to the Registrant or any subsidiary thereof. The Registrant currently
has a policy providing directors’ and officers’ liability insurance in certain circumstances and has purchased and
maintains a directors’ and officers’ liability policy for such purpose.
In addition, the Registrant
has entered into separate indemnification agreements with certain of the Registrant’s current and former directors and executive
officers. The indemnification agreements provide generally that the Registrant will indemnify and advance expenses to the fullest
extent permitted by applicable law. Each director and executive officer party to an indemnification agreement is entitled, to the
fullest extent permitted by applicable law, to be indemnified against all expenses, judgments, penalties and amounts paid in settlement
actually and reasonably incurred.
Item 8. Exhibits.
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Exhibit Number
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4.1
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Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Registrant’s registration statement on Form F-1 (File No. 333-195687), filed on May 5, 2014)
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4.2
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Memorandum of Association (Incorporated by reference to Exhibit 3.2 of Amendment No. 2 of the Registrant’s registration statement on Form F-1 (File No. 333-195687), filed on June 3, 2014)
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4.3
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Memorandum of Increase of Share Capital (Incorporated by reference to Exhibit 1.3 of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2015 (File No. 001-36495) filed on March 11, 2016)
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4.4
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Certificate of Incorporation on Change of Name (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36495) filed on October 7, 2016)
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4.5
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Amended and Restated Bye-laws of the Registrant (Effective as of April 11, 2019) (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36495) filed on April 12, 2019)
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4.6
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Form of certificate of common shares (Incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K (File No. 001-36495) filed on January 17, 2020)
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5
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Opinion of Conyers Dill & Pearman Limited (filed herewith)
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23.1
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Consent of Ernst & Young LLP (filed herewith)
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23.2
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5)
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Power of Attorney (Included in the signature pages hereof)
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99.1
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Registrant’s Amended and Restated 2014 Equity Incentive Award Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36495) filed on March 26, 2019)
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SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 22nd day of January, 2021.
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IHS Markit Ltd.
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By:
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/s/ Sari Granat
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Name:
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Sari Granat
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Title:
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Executive Vice President, Chief Administrative Officer and General Counsel
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POWER OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Lance Uggla, Jonathan Gear, Michael Easton,
Sari Granat, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact
and agents may deem necessary or advisable in order to enable IHS Markit Ltd. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities
and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including,
specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement,
and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and
to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities
indicated on January 22, 2021.
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Signature
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Title
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/s/ Lance Uggla
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Chairman and Chief Executive Officer
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Lance Uggla
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(Principal Executive Officer)
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/s/ Jonathan Gear
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Executive Vice President, Chief Financial Officer
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Jonathan Gear
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(Principal Financial Officer)
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/s/ Michael Easton
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Senior Vice President and Chief Accounting Officer
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Michael Easton
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(Principal Accounting Officer)
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/s/ The Lord Browne of Madingley
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Director
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The Lord Browne of Madingley
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/s/ Dinyar S. Devitre
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Director
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Dinyar S. Devitre
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/s/ Ruann F. Ernst
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Director
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Ruann F. Ernst
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/s/ Jacques Esculier
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Director
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Jacques Esculier
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/s/ Gay Huey Evans
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Director
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Gay Huey Evans
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/s/ William E. Ford
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Director
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William E. Ford
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/s/ Nicoletta Giadrossi
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Director
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Nicoletta Giadrossi
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/s/ Robert P. Kelly
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Director
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Robert P. Kelly
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/s/ Deborah Doyle McWhinney
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Director
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Deborah Doyle McWhinney
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/s/ Jean-Paul L. Montupet
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Director
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Jean-Paul L. Montupet
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/s/ Deborah K. Orida
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Director
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Deborah K. Orida
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/s/ James A Rosenthal
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Director
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James A. Rosenthal
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Exhibit 5
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CONYERS
DILL & PEARMAN LIMITED
Clarendon
House, 2 Church Street
Hamilton
HM 11, Bermuda
Mail:
PO Box HM 666, Hamilton HM CX, Bermuda
T
+1 441 295 1422
conyers.com
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22 January 2021
Matter No:
349324
Doc Ref: Legal – 17439019
+1 441 299
4903
niel.jones@conyers.com
IHS Markit
Ltd.
4th Floor,
Ropemaker Place
25 Ropemaker
Street
London, EC2Y
9LY
England
Dear Sirs,
Re: IHS
Markit Ltd. (the "Company")
We have acted
as special Bermuda legal counsel to the Company in connection with a registration statement on form S-8 filed with the U.S. Securities
and Exchange Commission (the “Commission”) on 22 January 2021 (the “Registration Statement”, which term
does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or
schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”)
of 2,000,000 common shares, par value US$0.01 per share (the “Common Shares”), issuable pursuant to the Markit Ltd.
2014 Equity Incentive Award Plan (which was amended and restated as of 16 January 2019 and as amended and restated, the “Plan”,
which term does not include any other document or agreement whether or not specifically referred to therein or attached as an
exhibit or schedule thereto).
For the purposes
of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the memorandum
of association and the bye-laws of the Company, each certified by an Assistant Secretary of the Company on 22 January 2021, an
extract of resolutions from written resolutions of its sole director dated 6 June 2014, an extract of resolutions from written
resolutions of its sole member dated 12 June 2014, an extract of resolutions from minutes of a meeting of the Company’s
Human Resources Committee held on 16 January 2019 and an extract of resolutions from minutes of a meeting of its directors held
on 15 January 2021, all certified by an Assistant Secretary of the Company on 22 January 2021 (collectively, the “Resolutions”)
and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion
set forth below.
We have assumed
(a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified)
examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document
has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a
number
of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c)
the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents
reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous
written resolutions, remain in full force and effect and have not been, and will not be, rescinded or amended, (e) that there
is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions
expressed herein, (f) the validity and binding effect under the laws of Delaware of the Plan in accordance with its terms; (g)
that there is no provision of any award agreement which would have any implication in relation to the opinions expressed herein;
(h) that, upon the issue of any Common Shares, the Company will receive consideration (in cash or services) which shall be equal
to at least the par value thereof, (i) that on the date of issuance of any of the Common Shares the Company will have sufficient
authorised but unissued common shares and (j) that the Company’s shares will be listed on an appointed stock exchange, as
defined in the Companies Act 1981, as amended, and the consent to the issue and free transfer of the Common Shares given by the
Bermuda Monetary Authority dated 14 March 2014 will not have been revoked or amended at the time of issuance of any Common Shares.
We express
no opinion with respect to the issuance of shares pursuant to any provision of the Plan that purports to obligate the Company
to issue shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion
in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance
with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion
is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company
pursuant to the Plan and is not to be relied upon in respect of any other matter.
On the basis
of and subject to the foregoing, we are of the opinion that:
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1.
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The Company
is duly incorporated and existing under the laws of Bermuda in good standing (meaning
solely that it has not failed to make any filing with any Bermuda government authority
under the Companies Act 1981, or to pay any Bermuda government fees or tax which would
make it liable to be struck off the Register of Companies and thereby cease to exist
under the laws of Bermuda).
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2.
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When
issued and paid for in accordance with the terms of the Plan, the Common Shares will
be validly issued, fully paid and non-assessable (which term means when used herein that
no further sums are required to be paid by the holders thereof in connection with the
issue of such shares).
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We hereby
consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit
that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
Limited
Conyers Dill & Pearman
Limited
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