Results of Monetisation in LSEG

Goldman Sachs International

07 September 2023

 

PRICING 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.

PLACING, DIRECTED BUYBACK AND CONCURRENT SALE OF CALL OPTIONS IN RESPECT OF, IN AGGREGATE, APPROXIMATELY 43.1 MILLION SHARES IN LONDON STOCK EXCHANGE GROUP PLC ("LSEG" OR THE "COMPANY").

7 September 2023

Further to the announcement released on 6 September 2023, BCP York Holdings (Delaware) L.P. (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) ("BCP York"), York Holdings II Limited ("York Holdings II") and York Holdings III Limited ("York Holdings III" and together with York Holdings II, the "York Entities") (entities owned by BCP York, Thomson Reuters and certain other minority holders) (BCP York, York Holdings II and York Holdings III together, the "Consortium") have executed a monetisation in respect of approximately 43.1 million shares in LSEG, effected by way of a placing, directed buyback and concurrent sale of call options, as set out in further detail below.

The Consortium have sold an aggregate of approximately 25.5 million voting ordinary shares of 6⁷⁹/₈6 pence each ("Voting Shares") in the capital of the Company (the "Sale Shares") at a price of 7,950 pence per Voting Share (the "Placing Price") via a placing to institutional investors (the "Consortium Placing") and a separate offer to retail investors (the "Retail Offer") at the Consortium Placing Price.  

The aggregate gross sale proceeds raised through the Consortium Placing and the Retail Offer are approximately £2.0 billion.

LSEG has separately made an off-market purchase of approximately 9.5 million limited-voting ordinary shares ("Limited-voting Ordinary Shares") in the capital of LSEG (the "Off-market Purchase"). This Off-market Purchase has been executed in accordance with the terms of the directed buyback contract entered into by LSEG and the Consortium in May 2023, as approved by the shareholders of LSEG at the annual general meeting held on 27 April 2023.

As an additional portion of the transaction, the York Entities have sold call options over, in aggregate, approximately 8.2 million additional Voting Shares (the "Call Option Shares") (the "Call Option Transaction") to Barclays Bank PLC ("Barclays"), Goldman Sachs International ("Goldman Sachs"), Merrill Lynch International ("BofA Securities") and Morgan Stanley & Co. International plc ("Morgan Stanley" and together with Barclays, BofA Securities and Goldman Sachs in such capacities, the "Call Option Counterparties"). The Call Option Shares represent approximately a 1.5% economic interest and a 1.6% voting interest in the Company.

As part of the hedging of the Call Option Transaction, the Call Option Counterparties have sold as principal, in aggregate, approximately 2.7 million additional Voting Shares (the "Delta Shares" and, together with the Sale Shares, the "Placing Shares") at the Placing Price through a concurrent placing to institutional investors (the "Delta Placing" and together with the Consortium Placing, the "Placing"). The Consortium will not receive any proceeds from the Delta Placing. In aggregate, the number of Voting Shares sold pursuant to the Placing and the Retail Offer is approximately 28.2 million, raising aggregate gross sale proceeds through the Placing and the Retail Offer of approximately £2.2 billion.

LSEG is not party to the Placing or the Retail Offer and will not receive any proceeds from the Placing or the Retail Offer.

The Consortium Placing, the Retail Offer, the Off-market Purchase and the Call Option Transaction 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 remaining Voting Shares and Limited-voting Ordinary Shares owned by the Consortium are subject to a 180 day lock-up, 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 proceeds of the Placing and the Retail Offer are payable in cash on usual settlement terms, and closing of the Placing and the Retail Offer is expected to occur on a T+2 basis on 11 September 2023, subject to the satisfaction or waiver of certain customary conditions.

2

Barclays, BofA Securities, 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 (together, in such capacities, the "Joint Global Coordinators"), are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Consortium Placing.

For further information, please contact:

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

The table below sets out the names of other banks and their respective roles in connection with the Consortium Placing (together with the Joint Global Coordinators, the "Managers"). The Retail Offer was made via the PrimaryBid platform.

Bank	Role
Citigroup Global Markets Limited	Co-Global Coordinator
Mizuho International plc.	Co-Global Coordinator
Jefferies International Limited	Co-Global Coordinator
Deutsche Bank AG, London Branch	Joint Bookrunner
RBC Capital Markets	Joint Bookrunner
Banco Santander, S.A.	Joint Bookrunner
BMO Capital Markets Limited	Joint Bookrunner
BNP PARIBAS	Joint Bookrunner
TD Securities Inc.	Joint Bookrunner
UBS AG London Branch	Joint Bookrunner
HSBC Bank plc	Joint Bookrunner
Blackstone Capital Markets	Co-Lead Manager
BTIG Limited	Co-Lead Manager
Huatai Securities	Co-Lead Manager
Keefe, Bruyette & Woods - A Stifel Company	Co-Lead Manager
Wells Fargo Securities, LLC	Co-Lead Manager

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 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 OR BCP YORK, 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 BCP YORK 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 OR THE RETAIL OFFER. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING OR THE RETAIL OFFER 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. 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 OR THE RETAIL OFFER. 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 OR THE RETAIL OFFER FOR THE ENTITY OR PERSON CONCERNED.

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, GOLDMAN SACHS, J.P. MORGAN CAZENOVE, MORGAN STANLEY, CITIGROUP GLOBAL MARKETS LIMITED, MIZUHO INTERNATIONAL PLC, HSBC BANK PLC AND RBC EUROPE LIMITED (WHICH TRADES UNDER THE NAME RBC CAPITAL MARKETS) IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY ("PRA") AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY ("FCA") AND THE PRA. EACH OF JEFFERIES INTERNATIONAL LIMITED, BMO CAPITAL MARKETS LIMITED, BTIG LIMITED AND STIFEL NICOLAUS EUROPE LIMITED (WHICH TRADES UNDER THE NAME KEEFE, BRUYETTE & WOODS) IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FCA. BNP PARIBAS IS AUTHORISED AND REGULATED BY THE EUROPEAN CENTRAL BANK, AUTHORISED BY THE PRA AND IS SUBJECT TO REGULATION BY THE FCA AND LIMITED REGULATION BY THE PRA. BNP PARIBAS IS AUTHORISED AND REGULATED BY THE AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION. UBS AG LONDON BRANCH IS AUTHORISED AND REGULATED BY THE FINANCIAL MARKET SUPERVISORY AUTHORITY IN SWITZERLAND. IT IS AUTHORISED BY THE PRA AND SUBJECT TO REGULATION BY THE FCA AND LIMITED REGULATION BY THE PRA IN THE UNITED KINGDOM.

DEUTSCHE BANK AG IS A STOCK CORPORATION (AKTIENGESELLSCHAFT) INCORPORATED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY WITH ITS PRINCIPAL OFFICE IN FRANKFURT AM MAIN. IT IS REGISTERED WITH THE DISTRICT COURT (AMTSGERICHT) IN FRANKFURT AM MAIN UNDER NO HRB 30 000 AND LICENSED TO CARRY ON BANKING BUSINESS AND TO PROVIDE FINANCIAL SERVICES. THE LONDON BRANCH OF DEUTSCHE BANK AG IS REGISTERED IN THE REGISTER OF COMPANIES FOR ENGLAND AND WALES (REGISTRATION NUMBER BR000005) WITH ITS REGISTERED ADDRESS AND PRINCIPAL PLACE OF BUSINESS AT WINCHESTER HOUSE, 1 GREAT WINCHESTER STREET, LONDON EC2N 2DB. DEUTSCHE BANK AG IS SUBJECT TO SUPERVISION BY THE EUROPEAN CENTRAL BANK (ECB), SONNEMANNSTRASSE 22, 60314 FRANKFURT AM MAIN, GERMANY, AND THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT OR BAFIN), GRAURHEINDORFER STRASSE 108, 53117 BONN AND MARIE-CURIE-STRASSE 24-28, 60439 FRANKFURT AM MAIN, GERMANY. WITH RESPECT TO ACTIVITIES UNDERTAKEN IN THE UNITED KINGDOM, DEUTSCHE BANK AG IS AUTHORISED BY THE PRA. IT IS SUBJECT TO REGULATION BY THE FCA AND LIMITED REGULATION BY THE PRA.

THE MANAGERS ARE ACTING FOR YORK HOLDINGS II, YORK HOLDINGS III AND BCP YORK ONLY IN CONNECTION WITH THE CONSORTIUM PLACING AND NO ONE ELSE, AND WILL NEITHER BE RESPONSIBLE TO ANYONE OTHER THAN YORK HOLDINGS II, YORK HOLDINGS III AND BCP YORK FOR PROVIDING THE PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE SALE SHARES OR THE CONSORTIUM 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.

 

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