PROPOSED SALE OF CALL OPTIONS IN LSEG PLC

J.P. Morgan Securities PLC.

11 March 2024

 

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	+44	(0) 20 7623 2323
BofA Securities	+44	(0) 20 7628 1000
Citigroup	+44	(0) 20 7500 5000
Goldman Sachs	+44	(0) 20 7774 1000
J.P. Morgan Cazenove	+44	(0) 20 7742 4000
Morgan Stanley	+44	(0) 20 7425 8000

IMPORTANT NOTICE

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.

 

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