TIDMLSEG
RNS Number : 8390S
J.P. Morgan Securities PLC.
19 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR SALE OF,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
PLACING OF 10.4 MILLION VOTING ORDINARY SHARES IN LONDON STOCK
EXCHANGE GROUP PLC ("LSEG" OR THE "COMPANY")
19 March 2021
Further to the announcement released on 18 March 2021, Thomson
Reuters and certain members of Refinitiv management, have
indirectly sold an aggregate of 10,422,684 voting ordinary shares
of 6(79) /(86) pence each in the capital of the Company (the
"Placing Shares") at a price of 7,150 pence per share (the
"Placing"), raising aggregate gross sale proceeds of approximately
GBP745 million through the Placing. The Placing Shares were sold by
York Holdings II Limited ("Holdings II") and York Holdings III
Limited ("Holdings III" and together with Holdings II, the
"Sellers"), entities owned indirectly by BCP York Holdings
(Delaware) L.P. (an entity owned by a consortium of certain
investment funds affiliated with The Blackstone Group Inc. and
including an affiliate of Canada Pension Plan Investment Board, an
affiliate of GIC Special Investments Pte. Ltd. and certain other
co-investors), Thomson Reuters and members of Refinitiv
management.
Following completion of the Placing, the Sellers will own in
aggregate an approximate 30% economic interest and 22% voting
interest in the Company.
LSEG will not receive any proceeds from the sale.
The proceeds of the Placing are payable in cash on usual
settlement terms, and closing of the Placing is expected to occur
on a T+2 basis on 23 March 2021, subject to the satisfaction or
waiver of certain customary conditions. J.P. Morgan Securities plc
("J.P. Morgan") and Morgan Stanley & Co. International plc
("Morgan Stanley" and, together with J.P. Morgan, the "Joint Global
Coordinators") are acting as joint global coordinators and joint
bookrunners in connection with the Placing. Barclays Bank PLC
("Barclays"), Merrill Lynch International ("BofA Securities") and
Goldman Sachs International ("Goldman Sachs" and, together with the
Joint Global Coordinators, the "Joint Bookrunners") are acting as
joint bookrunners in connection with the Placing.
Enquiries
J.P. Morgan Securities plc +44 (0) 20 7742 4000
Barry Meyers
Eric Menell
Luke Butterworth
Morgan Stanley +44 (0) 207 425 8000
Harlan Wakoff
Angus Millar
James Manson-Bahr
IMPORTANT NOTICE
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS.
NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES
AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN,
TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
CANADA, SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,
SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF PLACING SHARES IF MADE
SUBSEQUENTLY ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS (1) IN
THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND (2) IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED, THE "ORDER") OR ARE HIGH
NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS BEING REFERRED
TO AS "RELEVANT PERSONS"). PERSONS WHO ARE NOT RELEVANT PERSONS
SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND
SHOULD NOT ACT OR RELY ON IT.
THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED WITHIN THE
UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON
RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND OUTSIDE THE UNITED STATES IN RELIANCE ON
REGULATION S UNDER THE SECURITIES ACT, SUBJECT TO PREVAILING MARKET
AND OTHER CONDITIONS. THERE IS NO ASSURANCE THAT THE PLACING WILL
BE COMPLETED, OR IF COMPLETED, AS TO THE TERMS ON WHICH IT IS
COMPLETED. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR
UNLESS PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS
DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS
PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES
CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE,
NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES
IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE
OFFERING OR SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE SELLERS, THE
JOINT GLOBAL COORDINATORS, THE JOINT BOOKRUNNERS, OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTED TO, PERMIT A
PUBLIC OFFER OF THE SECURITIES IN ANY JURISDICTION OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR
PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION
WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE SELLERS, THE
JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.
NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED
IN CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION IN
CONNECTION WITH THE PLACING MUST BE MADE SOLELY ON THE BASIS OF
PUBLICLY AVAILABLE INFORMATION RELATING TO LONDON STOCK EXCHANGE
GROUP PLC AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENTLY
VERIFIED AND THE SELLERS, THE JOINT GLOBAL COORDINATORS AND THE
JOINT BOOKRUNNERS ARE NOT RESPONSIBLE, AND EXPRESSLY DISCLAIM ANY
LIABILITY, FOR SUCH INFORMATION. THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT
TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE
ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON ITS
ACCURACY OR COMPLETENESS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION CONCERNING
THE PLACING. THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM
THEM CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO
FUTURE PERFORMANCE. ACQUIRING PLACING SHARES TO WHICH THIS
ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK
OF LOSING ALL OF THE AMOUNT INVESTED. POTENTIAL INVESTORS SHOULD
CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE PLACING
FOR THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT
REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED
WITH THE PLACING AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT
THE PLACING WILL PROCEED. THE SELLERS RESERVE THE RIGHT NOT TO
PROCEED WITH THE PLACING OR TO VARY THE TERMS OF THE PLACING IN ANY
WAY.
CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT HAVE BEEN SUBJECT
TO ROUNDING ADJUSTMENTS. ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM
OR PERCENTAGE CHANGE OF THE NUMBERS CONTAINED IN THIS ANNOUNCEMENT
MAY NOT CONFORM EXACTLY WITH THE TOTAL FIGURE GIVEN.
EACH OF J.P. MORGAN, MORGAN STANLEY, BARCLAYS, BOFA SECURITIES
AND GOLDMAN SACHS IS AUTHORISED BY THE PRUDENTIAL REGULATION
AUTHORITY ("PRA") AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY
("FCA") AND THE PRA. THE JOINT GLOBAL COORDINATORS AND THE JOINT
BOOKRUNNERS ARE ACTING FOR THE SELLERS ONLY IN CONNECTION WITH THE
PLACING AND NO ONE ELSE, AND WILL NOT BE RESPONSIBLE TO ANYONE
OTHER THAN THE SELLERS FOR PROVIDING THE PROTECTIONS OFFERED TO
CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING SHARES
OR THE PLACING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY
TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE, FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS
MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY,
INCLUDING THE TERMS "INTENDS", "EXPECTS", "WILL", OR "MAY", OR, IN
EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE
TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES,
GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING
STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS AND
INCLUDE STATEMENTS REGARDING INTENTIONS, BELIEFS OR CURRENT
EXPECTATIONS. NO ASSURANCES CAN BE GIVEN THAT THE FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT WILL BE REALISED. AS A RESULT, NO
UNDUE RELIANCE SHOULD BE PLACED ON THESE FORWARD-LOOKING STATEMENTS
AS A PREDICTION OF ACTUAL EVENTS OR OTHERWISE.
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IOEDKCBDABKKOND
(END) Dow Jones Newswires
March 19, 2021 03:00 ET (07:00 GMT)
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