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
5 March 2024
***
Variation of lock-up
arrangements
London Stock Exchange Group plc
("LSEG" or the
"Company") notes
the announcement by 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") in relation to a
proposed placing to institutional investors (the "Proposed Placing") and directed
buyback in respect of, in aggregate, approximately 21.5 million
shares in the Company (together, the "Transaction"). Further details are set
out in the York Entities' announcement.
In accordance with LR 9.6.17R of the
Listing Rules, LSEG notes that it has agreed to a limited variation
of the lock-up arrangements contained in the Relationship Agreement
entered into on completion of the Refinitiv transaction to enable
the Transaction to be implemented. As a result of LSEG granting the
lock-up waiver, the Consortium will be permitted to dispose of up
to a further 4,000,000 shares approximately on a one-off basis
(which the Consortium would otherwise be permitted to dispose of
during the period following the fourth anniversary of completion of
the Company's acquisition of the Refinitiv business on 29 January
2021 ("Completion") under the existing lock-up
arrangements) (the "Further Shares"). The Further Shares
may also be disposed of pursuant to the terms of the directed
buyback contract entered into between the Company and the
Consortium that was approved by the shareholders of the Company at
its annual general meeting held on 27 April 2023. The amendments to
the Relationship Agreement also permit the York Entities to sell
call options over, in aggregate, up to 10,000,000 additional shares
(the "Call Option
Transaction") provided that such Call Option Transaction is
entered into no later than 4 April 2024. Under the terms of the
Relationship Agreement, the lock-up ceases to apply after 29
January 2025. Further details of the Relationship Agreement can be
found at pages 65-70 of the prospectus published by the Company
dated 9 December 2020, which is available on the Company's website
at
https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv.
Further to LSEG's announcement of
its preliminary results for the year ended 31 December 2023,
including LSEG's plan to execute up to £1 billion of share buybacks
during 2024, LSEG has notified the York
Entities of its intention to make an off-market purchase of, in
aggregate, approximately £500m worth of ordinary voting shares and
limited-voting ordinary shares from the York Entities in
conjunction with the Proposed Placing, pursuant to the terms of the
directed buyback contract entered into between the Company and the
Consortium as approved by the shareholders of the Company at its
annual general meeting held on 27 April 2023, subject to completion
of the Proposed Placing. Further details will be communicated
following announcement by the Consortium of the results of the
Proposed Placing.
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Ends -
For further information, please
contact:
London Stock Exchange Group plc
|
|
Lucie Holloway, Rhiannon Davies
(Media)
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+44 (0)20
7797 1222
ir@lseg.com
|
Peregrine Riviere
(Investors)
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