TIDMLSE
RNS Number : 5318S
London Stock Exchange Group PLC
06 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
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR
EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A
CIRCULAR IN RELATION TO THE TRANSACTION REFERRED TO IN THIS
ANNOUNCEMENT HAS BEEN PUBLISHED TODAY. A PROSPECTUS IN RELATION TO
THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WILL BE PUBLISHED
IN DUE COURSE
6 November 2019
LONDON STOCK EXCHANGE GROUP PLC ("LSEG plc")
PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Further to LSEG plc's announcement on 1 August 2019 that it had
reached definitive terms with a consortium including certain
investment funds affiliated with Blackstone, as well as Thomson
Reuters, 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 plc announces that the
Listing Transactions Department of the Financial Conduct Authority
(the "FCA") has today approved LSEG plc's shareholder circular in
relation to the Transaction (the "Circular").
LSEG plc has published the Circular and will convene a general
meeting of LSEG plc's shareholders at 10.30 a.m. on 26 November
2019 at Butchers' Hall, 87 Bartholomew Close, London EC1A 7EB (the
"LSEG General Meeting"), to consider and approve the Transaction. A
notice of the LSEG General Meeting is included in the Circular.
The Transaction is conditional upon the approval of LSEG plc's
shareholders. In order to approve the Transaction, LSEG plc's
shareholders who together represent a simple majority of the LSEG
plc shares voted at the LSEG General Meeting (whether in person or
by proxy) must vote to approve the resolutions put to the LSEG
General Meeting.
The Transaction is also conditional upon, among other things,
the receipt of relevant antitrust and regulatory clearances. 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, which
is expected to occur during the second half of 2020.
The expected timetable of principal events in relation to the
LSEG General Meeting is as follows:
Event Expected time/date
Deadline for lodging Forms of Proxy/ 10.30 a.m. on 22
CREST Proxy Instructions November 2019
6.30 p.m. on 22
Voting Record Time November 2019
LSEG General Meeting 10.30 a.m. on 26
November 2019
Availability of Circular
Copies of the Circular and certain other documents in relation
to the Transaction are available for inspection on LSEG plc's
website at www.lseg.com/investor-relations.
The Circular and certain other documents in relation to the
Transaction may also be inspected during usual business hours on
any weekday (Saturdays, Sundays and public holidays in the UK
excepted) at LSEG plc's registered address at 10 Paternoster
Square, London EC4M 7LS, or at the offices of Freshfields Bruckhaus
Deringer LLP at the Northcliffe House entrance, 26-28 Tudor Street,
London, EC4Y 0BQ, for a period beginning on today's date until the
date of the LSEG General Meeting, and at the LSEG General Meeting
for a period beginning fifteen minutes before it commences, for the
duration of the LSEG General Meeting.
A copy of the Circular will also be submitted to the National
Storage Mechanism, where it will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
LSEG plc shareholders who have elected to receive printed
shareholder documents will shortly receive, amongst other
documents, a hard copy of the Circular. Other LSEG plc shareholders
will be notified that the Circular is available online.
LSEG plc shareholders who have elected not to receive hard
copies of LSEG plc shareholder communications may request a hard
copy of the Circular and certain other documents in relation to the
Transaction by writing to LSEG plc's registrar, Equiniti, at Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by calling
Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to
Friday (excluding English and Welsh public holidays), on 0371 384
2544 from within the UK, or on +44 (0) 121 415 7047, if calling
from outside the UK. Calls from outside the UK will be charged at
the applicable international rate. Calls will be recorded and
monitored for training and security purposes. Shareholders will
need to provide their full name and the full address to which the
hard copy of the documents should be sent.
Investor presentation
LSEG plc has made available an investor presentation on its
website at: www.lseg.com/investor-relations.
Enquiries
For further information, please contact:
London Stock Exchange Group plc
Gavin Sullivan, Lucie Holloway (Media) +44 (0)20 7797
Paul Froud (Investors) 1222 /
+44 (0)20 7797
3322 newsroom@lseg.com
Goldman Sachs (Lead Financial Adviser to LSEG plc)
FX de Mallmann, Mark Sorrell, James Lucas, +44 (0)20 7774
Charlie Lytle 1000
Morgan Stanley (Lead Financial Adviser to LSEG plc)
Matthew Jarman, Mark Rawlinson, Vipin Chhajer, +44 (0)20 7425
Ben Grindley 8000
Robey Warshaw (Lead Financial Adviser to LSEG plc)
+44 (0)20 7317
Simon Robey, Philip Apostolides 3900
Barclays (Corporate Broker, Financial Adviser and Sponsor
to LSEG plc)
Kunal Gandhi, Francesco Ceccato, Neal West, + 44 (0)20 7623
Ben Plant 2323
RBC Capital Markets (Corporate Broker to LSEG plc)
+44 (0)20 7653
Oliver Asplin Hearsey, Marcus Jackson 4000
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 and the Circular do 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 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 1943 (as amended).
Neither this announcement nor the Circular is a prospectus and
they have been prepared solely for the Transaction referred to in
this announcement and in the Circular. A prospectus will be
published by LSEG plc in connection with the Transaction in due
course.
Important notices relating to financial advisers
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting as lead financial
adviser to LSEG plc and no one else in connection with the
Transaction and the matters set out in this announcement and the
Circular. In connection with such matters, Goldman Sachs, its
affiliates, and its or their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the Transaction or the contents of
this announcement or the Circular, or any matter referred to
therein.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting as lead
financial adviser to LSEG plc and no one else in connection with
the matters set out in this announcement and the Circular. In
connection with such matters, Morgan Stanley, its affiliates, and
its or their respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement or the Circular, or any matter
referred to therein.
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting as lead financial adviser to LSEG plc and no one else in
connection with the matters set out in this announcement and the
Circular, and will not be responsible to anyone other than LSEG plc
for providing the protections afforded to its clients or for
providing advice in relation to the contents of this announcement
or the Circular, or any matter referred to therein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
sponsor, corporate broker and financial adviser to LSEG plc and no
one else in connection with the matters set out in this
announcement and the Circular. Apart from the responsibilities and
liabilities which may be imposed on Barclays under FSMA or the
regulatory regime established thereunder, Barclays will not be
responsible to anyone other than LSEG plc for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the contents of this announcement or the
Circular, or any matter referred to therein.
RBC Europe Limited (trading as "RBC Capital Markets"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for LSEG plc and no one
else in connection with the matters referred to in this
announcement and the Circular, and will not be responsible to
anyone other than LSEG plc for providing the protections afforded
to clients of RBC Capital Markets, or for providing advice in
connection with the matters referred to in this announcement or the
Circular.
Forward-looking statements
This announcement and the Circular (including information
incorporated by reference into the Circular), 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 and the Circular 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, any matter
referred to in Part II (Risk Factors), of the Circular, 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 or the Circular
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.
No profit forecasts or estimates
No statement in the Circular, or incorporated by reference into
the Circular, is intended to be or is to be construed as a profit
forecast or estimate for any period and no other statement in the
Circular should be interpreted to mean that earnings or earnings
per share for LSEG plc for the current or future financial years,
or those of LSEG plc following completion of the Transaction, would
necessarily match or exceed the historical published earnings or
earnings per share for LSEG plc.
Quantified synergy benefits
Statements of identified synergies and estimated costs savings
included in the Circular relate to future actions and circumstances
which by their nature involve risks, uncertainties and
contingencies. As a consequence, the identified synergies and
estimated cost savings referred to in the Circular may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated.
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.
Transmission of this announcement and the Circular
Neither this announcement, the Circular, nor any copy of either
of them may be taken or transmitted directly or indirectly into or
from any jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of such jurisdiction. Any
failure to comply with this restriction may constitute a violation
of such laws or regulations. Persons into whose possession this
announcement, the Circular or other information referred to therein
comes, should inform themselves about, and observe, any
restrictions in such laws or regulations.
Compliance with laws
This announcement and the Circular have been prepared for the
purpose of complying with the applicable laws and regulations of
the United Kingdom and information disclosed may not be the same as
that which would have been disclosed if this announcement or the
Circular had been prepared in accordance with the laws and
regulations of jurisdictions outside the United Kingdom.
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
NOGBFBATMBMMBRL
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