Publication of Prospectus

RNS Number : 8912P

London Stock Exchange Group PLC

22 August 2014

 



NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS,  AVAILABLE FROM THE REGISTERED OFFICE OF LONDON STOCK EXCHANGE GROUP PLC AND ON ITS WEBSITE AT WWW.LSEG.COM.

22 August 2014

For Immediate Release

LONDON STOCK EXCHANGE GROUP PLC

PUBLICATION OF COMBINED CIRCULAR AND PROSPECTUS

Further to the announcement earlier today by London Stock Exchange Group plc, a copy of the combined circular and prospectus dated 22 August 2014 (the "Prospectus") relating to the approval of the Acquisition and to the Rights Issue has been approved by the UK Listing Authority and submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is also available on the Company's website: www.lseg.com.

The Prospectus, which contains a notice of a General Meeting to be held at 9.30 a.m. on 10 September 2014, will be posted to Shareholders as soon as practicable.

Defined terms used herein have the meanings given to them in the Appendix.

Enquiries

London Stock Exchange Group plc
Gavin Sullivan (Media) Paul Froud (Investors)	[phone] [phone]
Barclays (Corporate Broker, Sole Global Co-ordinator, Joint Bookrunner and Lead Underwriter)
Kunal Gandhi, Jimmy Bastock, Alisdair Gayne, Jim Renwick	[phone]
Barclays (Financial Adviser, Joint Sponsor)
Joel Fleck, Andrew Owens, Ahsan Raza	[phone]
Greenhill (Financial Adviser, Joint Sponsor)
Robert Smith, David Wyles, Pieter-Jan Bouten, Marcus Taylor	[phone]
Robey Warshaw (Financial Adviser)
Simon Robey	[phone]
Peter J. Solomon (Financial Adviser)
Ken Baronoff, John Sheldon, Jeff Jacobs	[phone]
RBC Capital Markets (Corporate Broker to the Acquisition, Joint Bookrunner)
Josh Critchley, Oliver Hearsey	[phone]
Deutsche Bank (Joint Bookrunner)
Tadhg Flood, Lorcan O'Shea	[phone]
J.P. Morgan Cazenove (Joint Bookrunner)
Jeremy Capstick, Greg Chamberlain	[phone]
Banca IMI (Co-Lead Manager)
Karim Makki	[phone]
Rocco Bello	[phone]
Banco Santander (Co-Lead Manager)
Gonzalo Garrigues	[phone]
Ignacio Peña	[phone]
HSBC (Co-Lead Manager)
Adrian Lewis, Andrew Robinson	[phone]
Mitsubishi UFJ Securities (Co-Lead Manager)
Geraint Thomas, Rahul Bhandari	[phone]
RLM Finsbury
Guy Lamming, David Henderson	[phone]

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of LSEG.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

A copy of the Prospectus is available from the registered office of LSEG and on LSEG's website at www.lseg.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. Neither the content of LSEG's website nor any website accessible by hyperlinks on LSEG's website is incorporated in, or forms part of, this announcement. The Prospectus gives details of the New Shares, the Nil Paid Rights and the Fully Paid Rights offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Greenhill is authorised and regulated by the Financial Conduct Authority. Robey Warshaw is authorised and regulated by the Financial Conduct Authority. RBC Capital Markets is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Deutsche Bank is authorised under German Banking Law and is regulated by BaFin, Germany's Federal Financial Supervisory Authority, the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Banca IMI is authorised by the Banca d'Italia and Consob and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Banco Santander is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. HSBC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Mitsubishi UFJ Securities is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Barclays, Greenhill, Robey Warshaw, Peter J. Solomon, RBC Capital Markets, Deutsche Bank, J.P. Morgan Cazenove, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities are acting for LSEG and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than LSEG for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays and Greenhill in their capacities as Sponsors by the FSMA, none of Barclays, Greenhill, Robey Warshaw, Peter J. Solomon, RBC Capital Markets, Deutsche Bank, J.P. Morgan Cazenove, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with LSEG or the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Shares or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of Barclays, Greenhill, Robey Warshaw, Peter J. Solomon, RBC Capital Markets, Deutsche Bank, J.P. Morgan Cazenove, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of Barclays, Greenhill, Robey Warshaw, Peter J. Solomon, RBC Capital Markets, Deutsche Bank, J.P. Morgan Cazenove, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to LSEG.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by LSEG or Barclays, Greenhill, Robey Warshaw, Peter J. Solomon, RBC Capital Markets, Deutsche Bank, J.P. Morgan Cazenove, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of LSEG since the date of this announcement or that the information in it is correct as at any subsequent date.

The Underwriters and their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, Fully Paid Rights or New Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, the Underwriters do not propose to make any public disclosure in relation to such transactions.

APPENDIX

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

"20 August 2014 Spot Exchange Rate"	the spot exchange rate of pounds sterling to US dollars as at 5 p.m. BST on 20 August 2014, which was US$1.6632 per £1.00
"Acquisition"	the proposed acquisition of the entire issued share capital of Russell from Northwestern Mutual and other minority shareholders of Russell for total consideration in cash of US$2,700 million (£1,623 million, based on the 20 August 2014 Spot Exchange Rate)
"Banca IMI"	Banca IMI S.p.A
"Banco Santander"	Banco Santander, S.A.
"Barclays"	Barclays Bank PLC
"Company"	London Stock Exchange Group plc
"CREST"	the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades in listed securities in the United Kingdom, of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"Deutsche Bank"	Deutsche Bank AG, London Branch
"Excluded Territory"	the Commonwealth of Australia, its territories and possessions, the Republic of South Africa, Japan and any other jurisdictions where the extension and availability of the Rights Issue would breach any applicable law
"Fully Paid Rights"	rights to acquire New Shares, fully paid
"General Meeting"	the general meeting of the Company to be convened to consider the Resolution
"Greenhill"	Greenhill & Co. International LLP
"HSBC"	HSBC Bank plc
"J.P. Morgan Cazenove"	J.P. Morgan Securities plc
"LSEG"	London Stock Exchange Group plc
"Mitsubishi UFJ Securities"	Mitsubishi UFJ Securities International plc
"New Shares"	the new Shares which the Company will allot and issue pursuant to the Rights Issue, including, where appropriate, the Provisional Allotment Letters, the Nil Paid Rights and Fully Paid Rights
"Nil Paid Rights"	rights to acquire New Shares, nil paid
"Northwestern Mutual"	The Northwestern Mutual Life Insurance Company
"Peter J. Solomon"	Peter J. Solomon Company, L.P.
"Prospectus"	the prospectus and circular to be published by the Company in respect of the Rights Issue and the Acquisition, together with any supplements or amendments thereto and including the notice of General Meeting
"Provisional Allotment Letters"	the provisional allotment letter to be issued to Qualifying non-CREST Shareholders (other than certain Overseas Shareholders)
"Qualifying Crest Shareholders"	Qualifying Shareholders holding Shares in uncertificated form
"Qualifying non-Crest Shareholders"	Qualifying Shareholders holding Shares in certificated form
"Qualifying Shareholders"	Shareholders on the register of members of the Company at the Record Date
"RBC Capital Markets"	RBC Europe Limited
"Record Date"	the record date for the Rights Issue
"Resolution"	the resolution to be proposed at the General Meeting in connection with the Acquisition, notice of which will be set out in the Prospectus
"Rights Issue"	the offer by way of rights to Qualifying Shareholders to subscribe for New Shares, on the terms and conditions to be set out in the Prospectus and the Provisional Allotment Letter
"Robey Warshaw"	Robey Warshaw LLP
"Russell"	Frank Russell Company
"Securities Act"	the US Securities Act of 1933, as amended
"Shareholders" "Shares"	holders of Shares ordinary shares in the capital of the Company
"Underwriters"	Barclays, RBC Capital Markets, Deutsche Bank, J.P. Morgan Cazenove, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities

 

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