LAUNCH PRESS
RELEASE
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN ARE RESTRICTED AND NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND 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 END OF THIS ANNOUNCEMENT.
PROPOSED PLACING AND DIRECTED BUYBACK IN RESPECT OF, IN
AGGREGATE, APPROXIMATELY 21.5 MILLION SHARES IN LONDON STOCK
EXCHANGE GROUP PLC ("LSEG" OR THE "COMPANY").
5 March 2024
York Holdings II Limited
("York Holdings II") and
York Holdings III Limited ("York
Holdings III" and together with York Holdings II, the
"York Entities") (being
entities owned by BCP York Holdings (Delaware) L.P. ("BCP York") (an entity owned by a
consortium of certain investment funds affiliated with Blackstone
Inc. ("Blackstone") 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 certain other minority holders)
(BCP York and the York Entities together, the "Consortium") announce their intention
to execute a monetisation in respect of approximately 21.5 million
shares in LSEG, to be effected by way of a placing and directed
buyback, as set out in further detail below.
The York Entities intend to sell, in
aggregate, approximately 15.9 million voting ordinary shares of
679/86 pence each
("Voting Shares") in the
capital of the Company (the "Sale Shares") through a placing to
institutional investors (the "Placing"). The Sale Shares represent
approximately a 2.9% economic interest and
a 3.0% voting interest in the Company.
Further to the announcement of its
preliminary results for the year ended 31 December 2023, including
its plan to execute up to £1 billion of share buybacks during 2024,
LSEG has separately notified the York Entities of its
intention to make an off-market purchase
of, in aggregate, approximately £500 million worth of Voting Shares
and limited-voting ordinary shares ("Limited-voting Ordinary Shares") in the
capital of LSEG (the "Off-market
Purchase"). This will be executed concurrently with the
Placing, in accordance with the terms of the directed buyback
contract entered into by LSEG and the Consortium in May 2023, and
as approved by the shareholders of LSEG at the annual general
meeting held on 27 April 2023, subject to the completion of the
Placing.
LSEG is not party to the Placing and
will not receive any proceeds from the Placing.
The York Entities currently hold, in
aggregate, 33.3 million Voting Shares and 20.6 million
Limited-voting Ordinary Shares representing, in aggregate,
approximately a 9.9% economic interest and a 6.8% voting interest
in the Company.
The Placing and the Off-market
Purchase are being undertaken in compliance with the Relationship
Agreement (as amended and including a limited variation of the
lock-up arrangements contained in the Relationship Agreement) (as
defined in the Prospectus (see below)), a summary of the terms of
which is set out in the prospectus published by LSEG on 9 December
2020 (the "Prospectus").
The amendments to the Relationship Agreement also permit the York
Entities to sell call options over, in
aggregate, up to 10 million additional Voting Shares (the
"Call Option Shares") (the
"Call Option Transaction")
provided that such Call Option Transaction is entered into no later
than 4 April 2024.
Following successful completion of
the Placing and the Off-market Purchase the remaining Voting Shares
and Limited-voting Ordinary Shares owned by the York Entities will,
in addition to the outstanding lock-up arrangements with the
Company contained in the amended Relationship Agreement, be subject
to a lock-up until after the Company publishes its trading
statement for the first quarter of 2024 on a Regulatory Information
Service, subject to customary exceptions and waiver by the Joint
Global Coordinators (as defined below). The lock-up also contains
exceptions for disposals of shares pursuant to share repurchases by
the Company and pursuant to the terms of the Call Option
Transaction.
The price per Placing Share and the
final number of Placing Shares to be placed will be determined by
way of an accelerated bookbuilding process to institutional
investors. The bookbuilding period will commence immediately
following this announcement, and may close at any time on short
notice. The results of the Placing will be announced as soon as
practicable thereafter.
Barclays Bank PLC ("Barclays"), Merrill Lynch International
("BofA Securities"),
Citigroup Global Markets Limited ("Citigroup"), Goldman Sachs
International ("Goldman
Sachs"), J.P. Morgan Securities plc (which conducts its UK
investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Morgan
Stanley & Co. International plc ("Morgan Stanley") (together, in such
capacities, the "Joint Global
Coordinators"), are acting as Joint Global Coordinators and
Joint Bookrunners in connection with the Placing and Blackstone
Capital Markets (together with the Joint Global Coordinators, the
"Managers") is acting as a
Co-Lead Manager in connection with the Placing.
The Placing Shares rank pari passu
in all respects with the Company's Voting Shares.
For further information, please
contact:
Barclays
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+44
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(0) 20
7623 2323
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BofA Securities
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+44
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(0) 20
7628 1000
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Citigroup
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+44
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(0) 20
7500 5000
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Goldman Sachs
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+44
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(0) 20
7774 1000
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J.P. Morgan Cazenove
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+44
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(0) 20
7742 4000
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Morgan Stanley
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+44
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(0) 20
7425 8000
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IMPORTANT NOTICE
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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, AUSTRALIA,
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH TAKING,
TRANSMISSION OR DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED
STATES, CANADIAN, AUSTRALIAN, SOUTH AFRICAN OR JAPANESE SECURITIES
LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF
SHARES IF MADE SUBSEQUENTLY ARE ONLY ADDRESSED TO AND DIRECTED AT
PERSONS (1) IN THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION")
AND (2) IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMENDED WHO (A) 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 AMENDED (THE "ORDER") OR (B) ARE HIGH NET WORTH
ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (3)
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 AMENDED (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 PRESS RELEASE DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES, NOR SHALL IT CONSTITUTE AN OFFER, SOLICITATION
OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL.
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 YORK HOLDINGS II, YORK HOLDINGS III, THE
MANAGERS, OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR
WHICH IS INTENDED 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 YORK HOLDINGS II, YORK HOLDINGS III AND THE MANAGERS 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
THE COMPANY AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN
INDEPENDENTLY VERIFIED AND BLACKSTONE, THOMSON REUTERS, YORK
HOLDINGS II, YORK HOLDINGS III, BCP YORK AND THE MANAGERS 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 PURPOSES WHATSOEVER ON
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON ITS ACCURACY
OR COMPLETENESS.
IN CONNECTION WITH THE PLACING, THE
MANAGERS AND ANY OF THEIR AFFILIATES ACTING AS INVESTORS FOR THEIR
OWN ACCOUNT MAY TAKE UP AS A PROPRIETARY POSITION ANY VOTING SHARES
AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN
ACCOUNT SUCH VOTING SHARES. IN ADDITION, THE MANAGERS OR THEIR
AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH
INVESTORS IN CONNECTION WITH WHICH THE MANAGERS (OR THEIR
AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF
VOTING SHARES. CERTAIN OF THE MANAGERS AND ANY OF THEIR
AFFILIATES HAVE ENTERED INTO, AND MAY ALSO IN THE FUTURE ENTER
INTO, FOR THEIR OWN ACCOUNT, FINANCING ARRANGEMENTS WITH BCP YORK
AND/OR ITS AFFILIATES. BCP YORK AND/OR ITS AFFILIATES MAY USE ALL
OR PART OF THEIR SHARE OF THE PROCEEDS OF THE PLACING TO REPAY ANY
INDEBTEDNESS UNDER SUCH FINANCING ARRANGEMENTS. THE MANAGERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH
INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY
LEGAL OR REGULATORY OBLIGATION TO DO SO.
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A RECOMMENDATION 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 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. YORK HOLDINGS II, YORK HOLDINGS III AND THE MANAGERS
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 BARCLAYS, BOFA SECURITIES,
CITIGROUP, GOLDMAN SACHS, J.P. MORGAN CAZENOVE, AND MORGAN STANLEY
IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY ("PRA") AND REGULATED IN THE UNITED
KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY ("FCA") AND THE PRA.
THE MANAGERS ARE ACTING ONLY FOR
YORK HOLDINGS II AND YORK HOLDINGS III IN CONNECTION WITH THE
PLACING AND NO ONE ELSE, AND WILL NEITHER BE RESPONSIBLE TO ANYONE
OTHER THAN YORK HOLDINGS II AND YORK HOLDINGS III FOR PROVIDING THE
PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING ADVICE IN RELATION
TO THE SALE SHARES OR THE PLACING, THE CONTENTS OF THIS
ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER
REFERRED TO IN THIS ANNOUNCEMENT.
BLACKSTONE CAPITAL MARKETS, A CO-LEAD MANAGER, IS
ALSO AN AFFILIATE OF INVESTMENT FUNDS MANAGED BY BLACKSTONE THAT
ARE INDIRECTLY INVESTED IN THE CONSORTIUM.
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.