London Stock Exchange Group PLC Update on Share Buyback Programme (0892C)
07 Octubre 2022 - 1:00AM
UK Regulatory
TIDMLSEG
RNS Number : 0892C
London Stock Exchange Group PLC
07 October 2022
7 October 2022
London Stock Exchange Group plc - Update on Share Buyback
Programme
London Stock Exchange Group plc (the "Company") announces today
that it has entered into an irrevocable commitment with Morgan
Stanley & Co. International Plc ("Morgan Stanley") with respect
to the second tranche ("Tranche 2") of the share buyback programme
announced by the Company on 5 August 2022 (the "Buyback"). The
first tranche of the Buyback managed by Goldman Sachs International
("Goldman Sachs") completed on 5 October 2022.
In connection with Tranche 2, the Company has instructed Morgan
Stanley (acting as riskless principal and in accordance with
certain pre-set parameters) to purchase voting ordinary shares of
6(79) /(86) pence each in the Company ("Shares") with a value up to
GBP250 million. Purchases will commence on 1 December 2022 and are
expected to end no later than 31 March 2023.
Morgan Stanley will make trading decisions in relation to
Tranche 2 independently of, and uninfluenced by, the Company with
regard to the timing of the purchases of Shares. Any purchase of
Shares by Morgan Stanley contemplated by this announcement will be
carried out on the London Stock Exchange and/or on Turquoise
Equities Trading. Shares purchased by Morgan Stanley will be
on-sold by Morgan Stanley to the Company, and any purchases of
Shares by the Company from Morgan Stanley will be carried out on
the London Stock Exchange, with the Shares purchased by the Company
being held in Treasury. The arrangements between the Company and
Morgan Stanley are subject to customary termination rights in
favour of the Company and Morgan Stanley.
The Company intends to enter into similar arrangements with
respect to the final tranche of the Buyback. Further details will
be communicated in due course.
As noted in the Company's announcement of 5 August, 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"), York Holdings II Limited ("Holdings
II") and York Holdings III Limited ("Holdings III") (entities owned
indirectly by BCP York, Thomson Reuters and certain other minority
holders) (BCP York, Holdings II and Holdings III, the "Consortium
Shareholders" and together, the "Consortium"), have notified the
Company of their intention to participate in the Buyback in line
with one of the exceptions to the lock-up provisions contained in
the Relationship Agreement entered into with, among others, the
Consortium on 29 January 2021 in connection with completion of the
Refinitiv acquisition (the "Relationship Agreement").
To enable the Consortium's continued participation in the
Buyback in accordance with the Relationship Agreement on a pro rata
basis according to the Consortium's aggregate economic interest in
the Company, arrangements have been entered into between Holdings
II and Morgan Stanley pursuant to which Holdings II has irrevocably
elected to participate in Tranche 2 of the Buyback, subject to
certain pricing parameters to be communicated by Holdings II to
Morgan Stanley from time to time. On days on which any such
parameters are met, Morgan Stanley will purchase, in aggregate,
33.7% (or such other proportion that corresponds to the
Consortium's aggregate economic interest in the Company at such
time that Tranche 2 commences) of the Shares it intends to purchase
in connection with Tranche 2 of the Buyback from Holdings II at the
same average price at which Morgan Stanley has bought Shares from
other market participants that day.
The Consortium is a related party of the Company for the
purposes of the Listing Rules of the Financial Conduct Authority
(the "Listing Rules"). As a result of similar arrangements entered
into between Holdings II and Goldman Sachs with respect to the
first tranche of the Buyback, Tranche 2 is expected (to the extent
Shares are purchased from Holdings II) to be classified as a
smaller related party transaction under LR 11.1.10R of the Listing
Rules. As a result, in accordance with the Listing Rules, a
sponsor's written confirmation has been obtained from Morgan
Stanley relating to Tranche 2 stating that the arrangements with
Holdings II are fair and reasonable as far as the Company's
shareholders are concerned.
In accordance with Listing Rule 9.6.16R, the Company notes that
any disposals of Shares by the Consortium pursuant to Tranche 2 of
the Buyback will continue to be made in accordance with one of the
exemptions allowed in the lock-up provisions contained in the
Relationship Agreement. 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.
Due to the size of the Buyback and certain parameters agreed
with respect to its implementation (including in connection with
Tranche 2), the Buyback will not result in any member of the
Consortium or any persons acting in concert with them carrying 30
per cent. or more of the total voting rights in the Company.
Any purchases under the Buyback shall take place in accordance
with (and subject to the limits prescribed by) the Company's
general authority to repurchase Shares granted by its shareholders
at the annual general meeting on 27 April 2022 (the "2022
Authority") and any further authority to repurchase Shares as may
be granted by its shareholders from time to time and Chapter 12 of
the Listing Rules. The maximum number of Shares that the Company is
authorised to purchase under the 2022 Authority is 55,814,730.
Purchases of Shares by Morgan Stanley shall take place in
accordance with the Market Abuse Regulation (EU) No 596/2014 (as in
force in the UK pursuant to the European Union (Withdrawal) Act
2018 and as amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019) and (to the extent so applicable under the terms
of the Buyback) the Commission Delegated Regulation (EU) No
2016/1052 (as in force in the UK pursuant to the European Union
(Withdrawal) Act 2018 and as amended by the Financial Conduct
Authority's Technical Standards (Market Abuse Regulation) (EU Exit)
Instrument 2019).
The Company will make further regulatory announcements to
shareholders in respect of purchases of Shares under Tranche 2 as
they occur.
- Ends -
For further information, please contact:
London Stock Exchange Group
plc
Lucie Holloway, Rhiannon +44 (0)20 7797 1222
Davies (Media) ir@lseg.com
Paul Froud, Chris Turner
(Investors)
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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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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