LSEG London Stock Exchange Group Plc

London Stock Exchange Group plc

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

6 March 2024

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Off-market purchase of shares

Further to its announcement on 5 March 2024, London Stock Exchange Group plc ("LSEG" or the "Company") today announces that it has agreed with York Holdings II Limited ("York Holdings II") and York Holdings III Limited ("York Holdings III" and together with York Holdings II, the "York Entities") (entities owned by BCP York Holdings (Delaware) L.P. (an entity owned by a consortium of certain investment funds affiliated with Blackstone Inc. and including an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd. and certain other co-investors) ("BCP York"), Thomson Reuters and certain other minority holders) (BCP York and the York Entities together, the "Consortium") to make an off-market purchase of 162,651 voting ordinary shares and 5,444,527 limited-voting ordinary shares of 6^79/86 pence each in aggregate from the York Entities (the "Off-Market Purchase") pursuant to the terms of the contract entered into between the Company and the Consortium (the "Directed Buyback Contract") that was approved by the shareholders of the Company at its annual general meeting held on 27 April 2023.

The Off-Market Purchase is being made in conjunction with a placing by the York Entities to institutional investors (the "Placing") the results of which have been announced by the York Entities today. The purchase price for the Off-Market Purchase payable by the Company is 8,917 pence per share and the total consideration for the Off-Market Purchase will be approximately £500 million.  The Company will purchase 162,651 ordinary voting shares and 1,789,260 limited-voting ordinary shares from York Holdings II and 3,655,267 limited-voting ordinary shares from York Holdings III. As previously indicated by the Company, the Company expects to execute up to £1 billion of share buybacks during 2024.   

The Consortium is a related party of the Company for the purposes of the Listing Rules of the Financial Conduct Authority (the "Listing Rules"). As a result of other purchases of LSEG shares by the Company from the York Entities made within the previous 12 months (including the off-market purchase which the Company announced on 7 September 2023 and in connection with the Company's on-market share buyback programme which completed on 10 July 2023) the Off-Market Purchase is classified as a smaller related party transaction under LR 11.1.10R of the Listing Rules. As a result, a sponsor's written confirmation has been obtained by the Company from Lazard & Co., Limited ("Lazard") pursuant to LR 11.1.10R(2)(b) in its capacity as the Company's sponsor stating that the terms of the Off-Market Purchase are fair and reasonable as far as the Company's shareholders are concerned.

The Company will make a further announcement upon settlement of the Off-Market Purchase.

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Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to LSEG (the "Company") and no one else in connection with the Off-Market Purchase and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Off-Market Purchase or any other matters referred to in this announcement or otherwise. Neither Lazard nor any of its 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 Lazard in connection with the Off-Market Purchase, this announcement, any statement contained herein or otherwise.