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 SALE OF CALL OPTIONS IN RESPECT OF APPROXIMATELY 10
MILLION VOTING ORDINARY SHARES OF 679/86
PENCE EACH
("VOTING SHARES") IN LONDON STOCK EXCHANGE
GROUP PLC ("LSEG" OR THE "COMPANY").
11 March 2024
Further to the announcements
released on 5 March 2024 and 6 March 2024 (the "Placing Announcements"), BCP York
Holdings (Delaware) L.P. ("BCP
York") announces its intention to sell, indirectly, call
options over, in aggregate, approximately 10 million Voting Shares
(the "Call Option Shares")
(the "Call Option
Transaction") to 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" and together with
Barclays, BofA Securities, Citigroup, J.P. Morgan Cazenove and
Goldman Sachs in such capacities, the "Call Option Counterparties"). The Call
Option Shares represent approximately a 1.9% economic and voting
interest in the Company. The Call Option Transaction will be
entered into 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"), being entities owned
by 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. Thomson Reuters
will not participate in the Call Option Transaction.
In order to facilitate the Call
Option Transaction, the Call Option Counterparties intend to sell
as principal, in aggregate, approximately 3.3 million Voting Shares
(the "Delta Shares") to
enable them to establish the initial hedge for the Call Option
Transaction, through a placing to institutional investors (the
"Delta Placing"). None of
BCP York, the York Entities or the Company are party to the Delta
Placing or will receive any proceeds from the Delta
Placing.
The Call Option Transaction is being
undertaken in compliance with: (i) the Relationship Agreement (as
amended and including a limited variation of the lock-up
arrangements with the Company (including as detailed in the Placing
Announcements) 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"); and (ii) the
lock-up of the Voting Shares and the limited-voting ordinary shares
("Limited-voting Ordinary
Shares") held by the York Entities, as detailed in the
Placing Announcements. The York Entities currently hold, in
aggregate, approximately 17 million Voting Shares and approximately 15 million Limited-voting Ordinary Shares representing, in
aggregate, approximately a 6.0% economic
interest and a 3.6% voting interest in the
Company.
In addition to the outstanding
lock-up arrangements with the Company contained in the amended
Relationship Agreement, the remaining Voting Shares and
Limited-voting Ordinary Shares owned by the York Entities will
continue to 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 in the Placing
Announcements).
The price per Delta Share and the
final number of Delta 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 Delta Placing will be announced as soon as
practicable thereafter.
The Delta 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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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 DELTA 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 DELTA 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 BCP YORK, YORK HOLDINGS II, YORK HOLDINGS
III, THE CALL OPTION COUNTERPARTIES, 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 BCP YORK, YORK
HOLDINGS II, YORK HOLDINGS III AND THE CALL OPTION COUNTERPARTIES
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 DELTA PLACING.
ANY INVESTMENT DECISION IN CONNECTION WITH THE DELTA 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 CALL OPTION
COUNTERPARTIES 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
DELTA PLACING, THE CALL
OPTION COUNTERPARTIES 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 CALL OPTION COUNTERPARTIES OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND
SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE CALL
OPTION COUNTERPARTIES (OR THEIR AFFILIATES) MAY
FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF VOTING
SHARES. CERTAIN OF THE CALL OPTION
COUNTERPARTIES 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.
THE CALL OPTION
COUNTERPARTIES 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 DELTA 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 DELTA PLACING FOR THE
ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES
NOT REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED
WITH THE DELTA PLACING AND, ACCORDINGLY,
THERE CAN BE NO CERTAINTY THAT THE DELTA
PLACING WILL PROCEED. THE CALL OPTION
COUNTERPARTIES RESERVE THE RIGHT NOT TO PROCEED WITH THE
DELTA PLACING OR TO VARY THE TERMS OF THE
DELTA 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 CALL
OPTION COUNTERPARTIES ARE ACTING AS
PRINCIPAL IN CONNECTION WITH THE DELTA PLACING AND FOR NO ONE ELSE, AND
WILL NEITHER BE RESPONSIBLE TO ANYONE FOR PROVIDING THE
PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING ADVICE IN RELATION
TO THE DELTA SHARES OR THE DELTA
PLACING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY
TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS
ANNOUNCEMENT.
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.