Offer Update
London Stock Exchange
25 September 2000
London Stock Exchange publishes response to OM
'OM's bid offers wholly inadequate value for
our successful and valuable business.'
The London Stock Exchange plc (LSE) today publishes its response to the offer
that OM Gruppen AB has sent to shareholders in its bid to acquire the company.
London Stock Exchange has also convened an Extraordinary General Meeting for
Thursday 19 October to consider waiving the 4.9% ownership limit in respect of
any City Code offer which is declared unconditional.
The Board of the London Stock Exchange continues to recommend that shareholders
reject the OM offer for the following principal reasons:
* OM's offer represents a terminal loss of influence for LSE shareholders over
the London Stock Exchange
* OM's offer fundamentally undervalues the London Stock Exchange's pre-eminent
market position, its financial strength and its prospects
* OM's 'business proposition', based on technology, offers no clear benefits and
would impose unquantified switching costs
In a letter to shareholders, Don Cruickshank, Chairman of the London Stock
Exchange, said: 'The London Stock Exchange is a successful and valuable
business - the leading European and the most international of all equity
exchanges. We believe that OM's offer is an attempt to buy your company on the
cheap, predominantly using new OM shares, which are of uncertain value. Under
OM's offer terms, London Stock Exchange shareholders, in aggregate, would own
just 18.5% of OM's enlarged fully diluted share capital, representing a terminal
loss of influence for LSE shareholders.'
The document highlights the following key points about OM and its offer:
Terminal loss of influence
* OM's shares are tightly controlled
- OM's board includes members who either themselves hold, or represent
shareholders who hold, 40% in aggregate of OM's issued share capital
- the Swedish State owns 9.5% of OM's issued share capital, having recently
increased its stake
- the Wallenberg family own 15.3% of OM's issued share capital through an
investment vehicle, Investor
* OM is incorporated, headquartered and has its primary listing in Sweden and
has made no commitment to change any of this
The London Stock Exchange - a successful and valuable business
* The London Stock Exchange is already the pre-eminent European equity exchange
and the most international equity exchange worldwide, with nearly 500 listings
by companies from 63 countries
* London's equity market interests amount to 34% of the Eurotop 300 by market
capitalisation
* the London Stock Exchange serves companies well, with successful segments,
such as AIM and techMARK, attracting international investors
- the market capitalisation of AIM stocks has increased from £2.4 billion (as at
31 December 1995) to £17.3 billion (as at 31 August 2000)
- the AIM index out-performed the world's key indices in 1999, with growth of
over 140%
- techMARK companies have raised nearly £8 billion since launch in November 1999
- the number of techMARK companies has grown from 180 to over 230
* The financial community chooses London because of its
- international visibility, with over 104,000 terminals worldwide displaying
London Stock Exchange data - an annual increase of 21%
- investment in technology ensuring sufficient capacity, which has supported a
five-fold increase in SETS orders since 1997, with the average number of daily
bargains now running at 140,000
* Business success has led to financial success
- for customers, lower prices in real terms for equity trading
- maintaining turnover growth in all major revenue streams
- strong balance sheet, including cash and investments of £200 million (as at 31
March 2000)
- high current levels of activity
The derisory offer: how sustainable is OM's current share price?
* around three-quarters of OM's offer is in new OM shares of uncertain value
* the OM shares that London Stock Exchange shareholders are being offered are
currently trading at 85 times historical earnings and at a share price of over
four times the level of one year ago
* OM's share price has been volatile
- it currently appears to include a significant element of 'hope value' in Jiway
- an untested business proposition only scheduled to start operations in
November 2000
- Jiway is 40% owned by a single US investment bank and is expected to be
initially loss-making
OM's unattractive business proposition adds nothing
* London Stock Exchange already has lower trading charges than OM - for larger
trades and also for small transactions, even after discounts
* Would LSE shareholders and customers really benefit from switching to OM
technology?
- unknown migration costs
- offers no clear cost or functional advantage
- lacks scale in equity trading compared with the London Stock Exchange
- has a history of delayed roll-outs and a poor record of system availability
The 4.9% shareholding limit
The 4.9% shareholding limit is an issue which must be addressed in the context
of any City Code offer for the London Stock Exchange. At the time of
demutualisation, the Exchange made clear that an interim period of stability was
required while the Exchange's business evolved and the consequences and benefits
of these changes had time to take full effect. It was for this reason, and to
ensure continued diversity of ownership, that the Board proposed that the
maximum shareholding by any group should not be more than 4.9%.
The Board considers that the reasons for a period of stability, and hence the
rationale for the 4.9% limit, remain valid. If the 4.9% limit were removed
completely, a purchaser could acquire a blocking shareholding and act in a
manner inconsistent with the interests of customers and shareholders as a whole.
However, OM's offer cannot proceed without the waiver of this 4.9% limit and
they have asked London Stock Exchange shareholders to requisition an EGM which
would remove it completely and also remove the normal provisions enabling the
London Stock Exchange to require the disclosure of beneficial interests in its
shares.
The Board will not hide behind the 4.9% limit to thwart OM's bid, or any other
City Code offer. Accordingly, an EGM has been convened for Thursday 19 October
2000 to allow shareholders to vote on a resolution to waive the 4.9% limit in
respect of any City Code offer which is declared wholly unconditional. The
Board believes that, in these particular circumstances, this is a matter on
which shareholders should vote without being influenced by a Board
recommendation.
Press enquiries:
London Stock Exchange
Kay Dixon 020 7797 1222
Jeremy Hughes
Schroder Salomon Smith Barney
Philip Robert-Tissot 020 7986 4000
Brunswick
Derek Bainbridge 020 7404 5959
David Brewerton
Schroder Salomon Smith Barney, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for London Stock Exchange
plc and no one else in connection with the offer by OM and will not be
responsible to anyone other than London Stock Exchange plc for providing the
protections afforded to its customers or for providing advice in relation to the
offer. Schroder Salomon Smith Barney have approved this press release for the
purposes of Section 57 of the Financial Services Act 1986.