November 14, 2024
LSEGA Financing plc announces cash tender offer for up to the
Maximum Acceptance Amount of its outstanding U.S.$1,250,000,000
2.500% Notes due 2031
LSEGA Financing plc (the
"Offeror") announces today
an offer to purchase up to the Maximum Acceptance Amount (as the
same may be increased or decreased at the Offeror's sole
discretion, subject to applicable law) of its outstanding
U.S.$1,250,000,000 2.500% Notes due 2031 (the "Notes"), issued by the Offeror and
guaranteed by London Stock Exchange Group plc (the "Guarantor", and, together with its
subsidiaries, the "Group"),
for cash (the "Offer"). The
terms and conditions of the Offer are described in an offer to
purchase dated November 14, 2024 (the "Offer to Purchase"). Capitalized terms
not otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
Noteholders are advised to read
carefully the Offer to Purchase for full details of, and
information on the procedures for participating in, the
Offer.
The following table sets forth
certain information relating to the Offer.
|
Description of
Notes
|
CUSIP/ ISIN
|
Principal Amount
Outstanding
|
Early Tender
Premium(1)
|
Reference
Security
|
Bloomberg Reference
Page/Screen
|
Fixed Spread (basis
points)(1)
|
Early Tender Offer
Consideration(1)
|
Maximum Acceptance
Amount
|
|
US$1,250,000,000 2.500 per cent.
Notes due 2031 issued by LSEGA Financing plc guaranteed by London
Stock Exchange Group plc
|
Rule 144A: 50220P AD5/
US50220PAD50
Reg S:
G5690P AD3/
USG5690PAD36
|
US$1,250,000,000
|
US$50 per US1,000
|
4.250% US Treasury due November 15,
2034
|
FIT 1
|
50
|
To be determined as described in the
Offer to Purchase
|
US$250,000,000 in aggregate
principal amount of the Notes (or such greater or lesser amount as
the Offeror may determine in its sole and absolute
discretion)
|
(1) For the avoidance of doubt, the
Early Tender Premium is already included within the Early Tender
Offer Consideration (which will be calculated using the Fixed
Spread over the Reference Yield as described in the Offer to
Purchase) and is not in addition to the Early Tender Offer
Consideration. In addition, Noteholders whose Notes are accepted
for purchase will also receive Accrued Interest on such
Notes.
Purpose of the Offer
The Offeror is making the Offer to,
amongst other things, proactively manage the debt capital structure
of the Group and to provide liquidity to Noteholders.
Early Tender Offer Consideration and Tender Offer
Consideration
Subject to the Maximum Acceptance
Amount, on the Early Settlement Date, Noteholders that validly
tender their Notes (and do not validly withdraw such Notes) at or
before the Early Tender Deadline (provided such tender is received
by the Information & Depositary Agent at or prior to the Early
Tender Deadline), if the Offeror accepts the tender of such Notes,
will receive (subject to possible pro-rata scaling and the conditions
described in the Offer to Purchase) the Early Tender Offer
Consideration calculated in accordance with the formula described
in the Offer to Purchase, and calculated with reference to the
Fixed Spread over the Reference Yield. For the avoidance of doubt,
the Early Tender Premium is already included within the Early
Tender Offer Consideration (when calculated in such manner) and is
not in addition to the Early Tender Offer Consideration.
Provided that the total aggregate
principal amount of Notes validly tendered and accepted for
purchase by the Offeror as of the Early Tender Deadline is lower
than the Maximum Acceptance Amount, on the Final Settlement Date,
Noteholders that validly tender their Notes after the Early Tender
Deadline but at or before the Expiration Deadline (provided such
tender is received by the Information & Depositary Agent at or
before the Expiration Deadline), if the Offeror accepts the tender
of such Notes, will receive (subject to possible pro-rata scaling
and the conditions described in the Offer to Purchase) a cash
consideration per US$1,000 principal amount of the Notes equal to
the Early Tender Offer Consideration minus Early Tender Premium
(the "Tender Offer
Consideration").
In addition to the payment of the
Early Tender Offer Consideration or the Tender Offer Consideration,
as the case may be, the Offeror will pay an amount in respect of
accrued and unpaid interest for all Notes validly tendered at or
before the Early Tender Deadline or the Expiration Deadline, as
applicable, and delivered and accepted for purchase by the Offeror
pursuant to the Offer, from and including the interest payment date
for the Notes immediately preceding the relevant Settlement Date to
but excluding such Settlement Date.
Acceptance and Scaling
The Offeror proposes to accept for
purchase Notes up to the Maximum Acceptance Amount. Accordingly,
subject to satisfaction or waiver of the conditions set out in the
Offer to Purchase:
(a) If acceptance of
the total aggregate principal amount of Notes validly tendered as
of the Early Tender Deadline would exceed the Maximum Acceptance
Amount, the Offeror intends to accept such Notes on a pro-rata basis such that the total
aggregate principal amount of such Notes accepted for purchase is
equal to the Maximum Acceptance Amount. In this instance, any Notes
tendered after the Early Tender Deadline will not be accepted for
purchase.
(b) If the total
aggregate principal amount of Notes validly tendered as of the
Early Tender Deadline is less than the Maximum Acceptance Amount
and the total aggregate principal amount of Notes validly tendered
during the Late Tender Period would exceed the Remaining Acceptance
Amount, the Offeror intends to accept (i) all Notes validly
tendered as of the Early Tender Deadline in full; and (ii) the
Notes validly tendered in the Late Tender Period on a pro-rata basis such that the total
aggregate principal amount of Notes accepted for purchase by the
Offeror is equal to the Maximum Acceptance Amount.
(c) To the
extent the total aggregate principal amount of Notes validly
tendered as of the Early Tender Deadline is less than the Maximum
Acceptance Amount and the total aggregate principal amount of Notes
validly tendered in the Late Tender Period is lower than the
Remaining Acceptance Amount, the Offeror intends to accept all
Notes validly tendered in full.
For more details on potential
proration, please refer to the Offer to Purchase.
Conditions of the Offer
The Offer is not conditioned on any
minimum amount of Notes being tendered.
The Offeror's obligation to accept
and pay for Notes in the Offer is, however, subject to the
satisfaction or waiver of the conditions described in "Terms and Conditions of the Offer" of
the Offer to Purchase. Subject to applicable securities laws and
the terms and conditions set forth in the Offer to Purchase, the
Offeror reserves the right, with respect to the Offer made by it,
(i) to waive or modify in whole or in part any and all conditions
to the Offer, (ii) to extend the Early Tender Deadline, the
Expiration Deadline, any Settlement Date and/or the deadline for exercise of Noteholders' withdrawal
rights, (iii) to modify or terminate the
Offer or (iv) to otherwise amend the Offer (including the Maximum
Acceptance Amount) in any respect.
Unless stated otherwise or as
required by applicable law, announcements in connection with the
Offer will be made by the delivery of notices to The Depository
Trust Company ("DTC") for
communication to Direct Participants. Announcements may also be
made by the issue of an announcement or a press release to one or
more Notifying News Service(s) and/or by publication on the website
of the London Stock Exchange plc. Copies of all announcements,
notices and press releases will be available from the Information
& Depositary Agent. All documentation relating to the Offer,
together with any updates, will also be available on the Offer
website (https://www.gbsc-usa.com/LSEGA/) operated by the
Information & Depositary Agent for the purpose of the
Offer.
A tender of Notes for purchase
pursuant to the Offer should be made by the submission of a valid
Tender Instruction prior to the Early Tender Deadline or the
Expiration Deadline, as applicable, as set out in the Offer to
Purchase.
Indicative timetable
The following timetable sets out the
expected dates and times of the key events relating to the Offer.
This is an indicative timetable and is subject to
change.
Indicative Timeline (New York City time)
|
Date
|
Calendar Date and Time
|
Event
|
|
Commencement of the Offer
|
November 14, 2024
|
Offer announced. Offer to Purchase
available from the Information & Depositary Agent. Beginning of
Offer period.
|
|
Early Tender Deadline
|
5:00 p.m., on November 27,
2024
|
Deadline for receipt by the
Information & Depositary Agent of all Tender Instructions in
order for Noteholders to be able to participate in the Offer and to
be eligible to receive the Early Tender Offer Consideration and the
Accrued Interest Payment on the Early Settlement Date. Tender
Instructions may not be revoked after the Early Tender
Deadline.
|
|
Announcement of Early
Results
|
As soon as reasonably practicable
after the Early Tender Deadline (expected to be November 29,
2024)
|
The Offeror will announce (i)
the aggregate principal amount of Notes validly tendered at or
before the Early Tender Deadline; (ii) its decision whether to
accept valid tenders of such Notes for purchase pursuant to the
Offer and, if so, the aggregate principal amount of such Notes and
(iii) the Scaling Factor or the Remaining Acceptance Amount (as
applicable), in accordance with the methods set out in the Offer to
Purchase.
|
|
Price Determination Date
|
10:00 a.m., on November 29,
2024
|
The Dealer Managers will calculate
the Early Tender Offer Consideration for the Notes in the manner
described in the Offer to Purchase
|
|
Announcement of Pricing of
Offer
|
As soon as reasonably practicable
after the Price Determination Date (expected to be November 29,
2024)
|
Announcement of (i) the Reference
Yield, (ii) the Early Tender Offer Consideration, and (iii) the
Tender Offer Consideration.
|
|
Early Settlement Date
|
December 3, 2024
|
Subject to the satisfaction or
waiver of the conditions to the Offer, expected settlement date for
Notes validly tendered at or before the Early Tender Deadline and
accepted for purchase pursuant to the Offer. Payment of Early
Tender Offer Consideration and the Accrued Interest Payment in
respect of all such Notes.
|
|
Expiration Deadline
|
5:00 p.m., on December 13,
2024
|
Deadline for receipt by the
Information & Depositary Agent of all Tender Instructions in
order for Noteholders to be able to participate in the Offer and to
be eligible to receive the Tender Offer Consideration and the
Accrued Interest Payment on the Final Settlement Date.
|
|
Announcement of Final
Results
|
As soon as reasonably practicable
after the Expiration Deadline (expected to be December 16,
2024)
|
Provided the total aggregate
principal amount of Notes validly tendered and accepted for
purchase by the Offeror as of the Early Tender Deadline is lower
than the Maximum Acceptance Amount and the conditions to the Offer
having been satisfied or waived, the Offeror will announce (i) its
decision whether to accept valid tenders of Notes for purchase
pursuant to the Offer which have been tendered after the Early
Tender Deadline and, if so, the aggregate principal amount of such
Notes, (ii) the Scaling Factor (if applicable), and (iii) the
aggregate principal amount of Notes that will remain outstanding
following completion of the Offer.
|
|
Final Settlement Date
|
December 17, 2024
|
Subject to the satisfaction or
waiver of the conditions to the Offer, expected settlement date for
Notes validly tendered after the Early Tender Deadline (but at or
before the Expiration Deadline) and accepted for purchase pursuant
to the Offer. Payment of Tender Offer Consideration and the Accrued
Interest Payment in respect of all such Notes
|
The above dates and times are
subject, where applicable, to the right of the Offeror to extend,
re-open, amend, and/or terminate the Offer, subject to applicable
securities laws and the terms set within the Offer to
Purchase. Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (at or before the Early Tender Deadline) revoke their
instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and DTC
for the submission of Tender Instructions will be earlier than the
relevant deadlines specified above.
Noteholders are advised to read
carefully the Offer to Purchase for full details of and information
on the procedures for participating in the Offer.
Further information
Noteholders may access the Offer to
Purchase at https://www.gbsc-usa.com/LSEGA/ .
Questions and requests for
assistance in connection with the Offer may be directed to the
Dealer Managers:
Dealer Managers
|
BNP PARIBAS
16, boulevard des
Italiens
75009
Paris
France
|
Merrill Lynch
International
2 King Edward
Street
London EC1A 1HQ
United Kingdom
|
|
Attention: Liability
Management Group
Telephone (Europe):
+33 1 55 77 78 94
Telephone (U.S. Toll
Free): +1 888 210 4358
Telephone (U.S.): +1
212 841 3059
Email:
liability.management@bnpparibas.com
|
Attention: Liability
Management Group
Telephone (Europe): +44 207 996 5420
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S.): +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com
|
Questions and requests for
assistance in connection with the tender of Notes including
requests for a copy of the Offer to Purchase may be directed
to:
Information Agent:
|
Global Bondholder Services
Corporation
65
Broadway - Suite 404
New York,
New York 10006
Attention: Corporate Actions
Bankers
and Brokers call: +1 (212) 430-3774
Toll
free: +1 (855) 654-2015
Website:
https://www.gbsc-usa.com/LSEGA/
|
Depositary Agent:
|
Global Bondholder Services
Corporation
By
facsimile (For Eligible Institutions only): +1 (212)
430-3775/3779
Confirmation: +1 (212) 430-3774
Email: contact@gbsc-usa.com
|
NOTICE AND DISCLAIMER
This press release is neither an
offer to purchase, nor a solicitation of an offer to sell the Notes
or any other securities. The Offeror is making the Offer only by,
and pursuant to, the terms of the Offer to Purchase. The Offer is
not being made in any jurisdiction in which the making of or
acceptance thereof would not be in compliance with the securities
laws, blue sky laws or other laws of such jurisdiction. None of the
Offeror, the Dealer Managers or the Information & Depositary
Agent is making any recommendation as to whether Noteholders should
tender or refrain from tendering their Notes in response to the
Offer or how much they should tender. Each Noteholder must make
his, her or its own decision as to whether to tender or refrain
from tendering Notes and, if a Noteholder determines to tender, as
to how many Notes to tender.
This announcement must be read in
conjunction with the Offer to Purchase. This announcement and the
Offer to Purchase contain important information which should be
read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the contents of the
Offer to Purchase or the action it should take, it is recommended
to seek its own legal, accounting and financial advice, including
in respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Offer.
FORWARD-LOOKING INFORMATION
This announcement contains certain
forward-looking statements that reflect the Offeror's intent,
beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will,"
"anticipate," or words of similar meaning. These forward-looking
statements are not guarantees of any future performance and are
necessarily estimates reflecting the best judgment of the senior
management of the Offeror and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered
in light of various important factors that could cause actual
results to differ materially from estimates or projections
contained in the forward-looking statements, which include, without
limitation, the risk factors set forth in the Offer to Purchase.
The Offeror cannot guarantee that any forward-looking statement
will be realized, although they believe they have been prudent in
their respective plans and assumptions. Achievement of future
results is subject to risks, uncertainties and assumptions that may
prove to be inaccurate. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. The Offeror undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to
Purchase do not constitute an offer or an invitation to participate
in the Offer in any jurisdiction in which, or to any person to or
from whom, it is unlawful to make such offer or invitation or for
there to be such participation under applicable laws. The
distribution of this announcement and the Offer to Purchase in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Offer to Purchase comes are
required by each of the Offeror, the Dealer Managers and the
Information & Depositary Agent to inform themselves about and
to observe any such restrictions.
United Kingdom
The communication of this
announcement, the Offer to Purchase and any other documents or
materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom falling within
the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 ("Financial
Promotion Order")) or to persons who
are within Article 43(2) of the Financial Promotion Order
or to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order
(such persons together being the "Relevant Persons"). The Offer is only
available to Relevant Persons and the transactions contemplated in
the Offer to Purchase will be available only to, and engaged in
only with, Relevant Persons, and this communication, the Offer to
Purchase and any other documents and/or materials produced in
connection with the Offer must not be relied or acted upon by
persons other than Relevant Persons.
France
The Offer is not being made,
directly or indirectly, in the Republic of France (other than to
Qualified Investors (as defined below)). This announcement, the
Offer to Purchase and any other documents or offering material
relating to the Offer may not be distributed or caused to be
distributed to the public in the Republic of France (other than to
Qualified Investors (as defined below)). Only qualified investors
(investisseurs qualifiés)
as defined in, and in accordance with, Article 2(e) of Regulation
(EU) 2017/1129 ("Qualified
Investors"), are eligible to participate in the Offer. None
of this announcement, the Offer to Purchase or any other documents
or materials relating to the Offer have been or will be submitted
for clearance to the Autorité des
marchés financiers.
Italy
None of the Offer, this
announcement, the Offer to Purchase or any other documents or
materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB")
pursuant to applicable Italian laws and regulations. The Offer is
being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant
to article 101- bis, paragraph 3-bis of the Legislative Decree No.
58 of February 24, 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999,
as amended. Noteholders, or beneficial owners of the Notes, that
are located in Italy can tender some or all of their Notes pursuant
to the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of February 15, 2018, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply
with the applicable laws and regulations concerning information
duties vis-à-vis its
clients in connection with the Notes or the Offer.
General
None of this announcement, the Offer
to Purchase or the electronic transmission thereof, constitutes an
offer to buy or the solicitation of an offer to sell Notes (and
tenders of Notes for purchase pursuant to the Offer will not be
accepted from Noteholders) in any circumstances in which such offer
or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and either Dealer Manager or, where the
context so requires, any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made on behalf of the Offeror by such Dealer
Manager or such affiliate, as the case may be, in such
jurisdiction.
Each Noteholder participating in the
Offer will be deemed to give certain representations in respect of
the jurisdictions referred to above and generally as set out in
"Procedures for Participating in
the Offer" in the Offer to Purchase. Any tender of Notes for
purchase pursuant to the Offer from a Noteholder that is unable to
make these representations will not be accepted.
Each of the Offeror, the Guarantor,
the Dealer Managers and the Information & Depositary Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Offeror determines (for any reason) that such
representation is not correct, such tender or submission will not
be accepted.
Please see the Offer to Purchase for
certain other important information on offer restrictions
applicable to the Offer.