TIDMLSE
RNS Number : 7207U
London Stock Exchange Group PLC
26 November 2019
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
26 November 2019
PROPOSED ALL SHARE ACQUISITION OF REFINITIV BY LONDON STOCK
EXCHANGE GROUP PLC ("LSEG PLC") APPROVED BY LSEG SHAREHOLDERS
Results of LSEG General Meeting
At the LSEG General Meeting held earlier today for LSEG
Shareholders to consider the recommendation of the Board of LSEG
plc to acquire Refinitiv in an all share transaction for a total
enterprise value of approximately US$27 billion (as at 1 August
2019) (the "Transaction"), LSEG Shareholders approved both
resolutions. The receipt of LSEG Shareholders' approval marks an
important milestone towards achieving completion.
Next Steps
In addition to approval by LSEG Shareholders, the Transaction is
also conditional upon, among other things, the receipt of relevant
antitrust and regulatory clearances and the relevant processes are
underway.
Given the Transaction is classified as a Reverse Takeover of
LSEG plc under the Listing Rules of the FCA, the Transaction is
also conditional on the FCA and London Stock Exchange agreeing to
re-admit LSEG plc's enlarged voting ordinary share capital to the
premium listing segment of the Official List and to trading on
London Stock Exchange's Main Market for listed securities
("Admission"). LSEG plc expects to publish a prospectus in relation
to Admission shortly prior to completion of the Transaction.
LSEG plc continues to make good progress on integration planning
and the Transaction remains on track to close during the second
half of 2020.
Resolutions
Full details of the resolutions passed are set out in the notice
of the LSEG General Meeting contained in the circular published by
LSEG plc on 6 November 2019 in connection with the Transaction (the
"Circular").
In accordance with Listing Rules 9.6.2R and 9.6.3R, the full
text of the resolutions passed at the LSEG General Meeting will be
submitted to the National Storage Mechanism and will be available
in due course for inspection at www.morningstar.co.uk/uk/NSM as
well as on LSEG plc's website www.lseg.com/investor-relations.
Voting results of the LSEG General Meeting
The table below sets out the results of the poll at the LSEG
General Meeting held today. Each LSEG Shareholder, present in
person or by proxy, was entitled to one vote per LSEG Share held at
the Voting Record Time.
FOR* AGAINST TOTAL WITHHELD**
Number % of Number % of Number of Number of
of Votes Votes of Votes Votes Votes Votes
------------ ------- ---------- ------- ------------ -----------
Ordinary
resolution
Approval
of the acquisition
by LSEG
plc of Refinitiv 275,490,693 99.27 2,019,069 0.73 277,509,762 10,878
------------ ------- ---------- ------- ------------ -----------
Ordinary
resolution
Authority
to allot
LSEG Shares
in connection
with the
Transaction 275,457,572 99.26 2,051,489 0.74 277,509,061 11,579
------------ ------- ---------- ------- ------------ -----------
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes "For" or "Against" the
resolutions.
The number of LSEG Shares in issue at the Voting Record Time of
6.30 p.m. (London time) on 22 November 2019 was 350,671,521. LSEG
plc holds 932,533 ordinary shares in treasury. Therefore, the total
number of voting rights in LSEG plc at the Voting Record Time was
349,738,988.
Enquiries
For further information, please contact:
LSEG plc
Gavin Sullivan, Lucie Holloway (Media) +44 (0)20 7797
Paul Froud (Investors) 1222 /
+44 (0)20 7797
3322 newsroom@lseg.com
Teneo (Communications Adviser to LSEG plc)
+44 (0)20 7420
Lucas van Praag, Philip Gawith, Doug Campbell 3183
This announcement is made on behalf of LSEG plc by Lisa Condron,
the Group Company Secretary of LSEG plc.
Further information
No offer of securities
This announcement does not constitute or form part of any offer
or invitation to purchase, acquire, subscribe for, sell, dispose of
or issue, or any solicitation of any offer to sell, dispose of,
purchase, acquire or subscribe for, any security, including any
LSEG plc shares to be issued in connection with the Transaction. In
particular, the LSEG plc shares to be issued in connection with the
Transaction have not been and will not be registered under the US
Securities Act of 1934 (as amended) and may not be offered or sold
in the US absent registration or an applicable exemption from the
registration requirements of the US Securities Act of 1934 (as
amended).
Forward-looking statements
This announcement, oral statements made regarding the
Transaction, and other information published in connection with the
Transaction, contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Transaction on
LSEG plc and its group, the expected timing and scope of the
Transaction and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved.
Although LSEG plc believes that the expectations reflected in
such forward-looking statements are reasonable, LSEG plc can give
no assurance that such expectations will prove to be correct. There
are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include the
satisfaction of the conditions to the Transaction, as well as
factors such as future market conditions, currency fluctuations,
the behaviour of other market participants, the actions of
regulators and other factors such as changes in the political,
social and regulatory framework, or in economic or technological
trends or conditions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors.
None of LSEG plc or any of its associates or directors, officers
or advisers provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules,
the Disclosure Guidance and Transparency Rules and the Prospectus
Regulation Rules of the FCA), LSEG plc is under no obligation, and
LSEG plc expressly disclaims any intention or obligation, to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Transaction conditions
Completion of the Transaction is subject to the satisfaction of
a number of conditions as more fully described in the Circular.
Consequently, there can be no certainty that completion of the
Transaction will be forthcoming.
Defined terms
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning given to them
in the Circular.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMLQLFLKFFBFBE
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