TIDMLSEG
RNS Number : 9691T
London Stock Exchange Group PLC
30 March 2021
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF LONDON STOCK EXCHANGE GROUP PLC, LSEGA
FINANCING PLC OR LSEG NETHERLANDS B.V.. NOT FOR DISTRIBUTION IN OR
INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE
LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
30 March 2021
London Stock Exchange Group plc: Pricing Announcement
Successful pricing of Senior Unsecured Notes under the Programme
(defined below)
London Stock Exchange Group plc ("LSEG" or the "Group") has
priced multi-tranche and multi-currency offerings (the "Offerings")
of notes (the "Notes") issued by the Group and its subsidiaries
LSEG Netherlands B.V. ("LSEG Netherlands") and LSEGA Financing plc
("LSEGA plc", and together with LSEG Netherlands and LSEG, the
"Issuers") under the Issuers' Global Medium-Term Note programme,
established on 23 March 2021 (the "Programme"). The key terms of
each Offering are set out below.
Issuer Guarantor Amount Annual Maturity
Coupon Date
London Stock Exchange n/a GBP500m 1.625% 6 April
Group plc 2030
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEG Netherlands B.V. Group plc EUR500m 0% 2025
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEG Netherlands B.V. Group plc EUR500m 0.25% 2028
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEG Netherlands B.V. Group plc EUR500m 0.75% 2033
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEGA Financing plc Group plc $500m 0.65% 2024
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEGA Financing plc Group plc $1,000m 1.375% 2026
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEGA Financing plc Group plc $1,000m 2% 2028
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEGA Financing plc Group plc $1,250m 2.5% 2031
----------------------- -------- -------- ---------
London Stock Exchange 6 April
LSEGA Financing plc Group plc $750m 3.2% 2041
----------------------- -------- -------- ---------
The Offerings, which saw strong demand from global investors,
also marked the Group's inaugural USD Rule 144A/Reg S Notes in
addition to GBP and EUR denominated Reg S Notes.
Each Offering is expected to settle on 6 April 2021. The Notes
will be listed on London Stock Exchange and will be rated A3 by
Moody's and A by S&P.
Proceeds from the Offerings will be used to repay part of the
Bridge Facility drawn at completion of the acquisition of Refinitiv
in order to refinance Refinitiv's indebtedness and for the Group's
general corporate purposes. Coupled with the expected proceeds from
the divestment of Borsa Italiana Group, it will allow LSEG to
reduce its pro forma net debt/ EBITDA leverage. LSEG is targeting a
return to 1.0x to 2.0x net debt/EBITDA in the 24 months following
completion of the Refinitiv transaction, from a proforma 3.3x as at
31 December 2020.
Full year net finance expenses will depend on the timing of the
divestment of Borsa Italiana. LSEG currently estimates underlying
net finance expenses of approximately GBP205 million for the
pro-forma financial year 2021, on a constant currency basis
compared with 2020. This estimate incorporates accounting costs of
approximately GBP40 million, for finance fee amortisation and IFRS
16 lease costs, which are expected to recur.
London Stock Exchange's new digital platform, Flow, was used for
the first time during the issuance process. Flow is designed to
automate the debt capital markets issuance process using structured
data and GLML open specification protocol. LSEG's SparkLive
Roadshow was used to host the deal investor roadshow.
Barclays, BofA Securities, Citigroup and HSBC acted as Joint
Global Coordinators for the Offerings.
- Ends -
For further information, please contact:
London Stock Exchange Group
plc
Simon Atkinson (Group Treasury) +44 (0)20 7 797 1950
Lucie Holloway, Rhiannon Davies
(Media) +44 (0)20 7797 1222
Paul Froud (Investors) +44 (0)20 7797 3322
Important Notice:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED
INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE US
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AUSTRALIA, CANADA,
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES OR IN ANY OTHER JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN
THE UNITED STATES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER
OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN THE UNITED STATES OR ANY
OTHER JURISDICTION NOR SHALL IT (OR ANY PART OF THIS ANNOUNCEMENT)
OR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO,
ANY CONTRACT OR COMMITMENT OR INVESTMENT DECISION WHATSOEVER. THE
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR
OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES
ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
RECIPIENTS OF THIS ANNOUNCEMENT WHO INT TO PURCHASE ANY
SECURITIES IN THE FUTURE ARE REMINDED THAT ANY SUCH PURCHASE OR
SUBSCRIPTION MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION
CONTAINED IN THE FINAL FORM OFFERING CIRCULAR PUBLISHED IN
CONNECTION WITH ANY SUCH SECURITIES. THIS ANNOUNCEMENT IS NOT BEING
MADE, AND THIS ANNOUNCEMENT HAS NOT BEEN APPROVED, BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED (THE "FSMA"). THIS ANNOUNCEMENT IS NOT
BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL
PUBLIC IN THE UNITED KINGDOM OR TO PERSONS IN THE UNITED KINGDOM
SAVE IN THE CIRCUMSTANCES WHERE SECTION 21(1) OF THE FSMA DOES NOT
APPLY. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE
OUTSIDE THE UNITED KINGDOM OR (II) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER") OR (III) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC") OF THE ORDER OR (IV) TO WHOM THIS ANNOUNCEMENT
MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
COMMUNICATION IS NOT INTED FOR DISTRIBUTION TO AND MUST NOT BE
PASSED ON TO ANY RETAIL CLIENT.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
-THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTED TO BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN
THE EUROPEAN ECONOMIC AREA ("EEA"). FOR THESE PURPOSES, A RETAIL
INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL
CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE
2014/65/EU (AS AMED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE2016/97/ EU (THE "INSURANCE DISTRIBUTION
DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014 (AS AMED, THE "PRIIPS REGULATION") FOR
OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE
TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.
PROHIBITION OF SALES TO UK RETAIL INVESTORS -THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE OFFERED, SOLD
OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UNITED
KINGDOM ("UK"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN
POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS
PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("EUWA"); OR (II) A CUSTOMER WITHIN THE MEANING OF THE
PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE
FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD
NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF
ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUWA. CONSEQUENTLY NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION")
FOR OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS
ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS
IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE
SECURITIES DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER
THE UK PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET -SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S
PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT
OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT HAS LED TO THE
CONCLUSION THAT: (I) THE TARGET MARKET FOR THE SECURITIES DESCRIBED
IN THIS ANNOUNCEMENT IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL
CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS
FOR DISTRIBUTION OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT
TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR
RECOMMENDING THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS'
TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID
II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT
IN RESPECT OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (BY
EITHER ADOPTING OR REFINING THE MANUFACTURER'S TARGET MARKET
ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET -SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S
PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT
OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT HAS LED TO THE
CONCLUSION THAT: (I) THE TARGET MARKET FOR THE SECURITIES DESCRIBED
IN THIS ANNOUNCEMENT IS ONLY ELIGIBLE COUNTERPARTIES, AS DEFINED IN
THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK, AND PROFESSIONAL
CLIENTS, AS DEFINED IN REGULATION (EU) NO 600/2014 AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUWA; AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT TO
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE
SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (A "DISTRIBUTOR") SHOULD
TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO THE FCA HANDBOOK
PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (BY EITHER
ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT)
AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION (EU)
2017/1129 IN SUCH MEMBER STATE, AND SUCH OTHER PERSONS AS THIS
DOCUMENT MAY BE ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS
NOT A RELEVANT PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS
DOCUMENT OR ANY OF ITS CONTENTS.
IN THE UK, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUWA IN THE UK, AND SUCH OTHER PERSONS AS THIS DOCUMENT MAY BE
ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS NOT A RELEVANT
PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS DOCUMENT OR
ANY OF ITS CONTENTS.
NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A
PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY
JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO
OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED
HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY
SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN
CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE
LAWS AND REGULATIONS.
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NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH
RATING SHOULD BE ANALYSED INDEPENDENTLY FROM ANY OTHER RATING.
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MSCDKKBNKBKDBNN
(END) Dow Jones Newswires
March 30, 2021 06:34 ET (10:34 GMT)
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