Results of Rights Issue

RNS Number : 6764S

London Stock Exchange Group PLC

26 September 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO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. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF LONDON STOCK EXCHANGE GROUP PLC AND ON ITS WEBSITE AT WWW.LSEG.COM.

26 September 2014

For Immediate Release

LONDON STOCK EXCHANGE GROUP PLC

Results of RIGHTS ISSUE, total voting rights and NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY ("PDMR") OR CONNECTED PERSONS

London Stock Exchange Group plc is pleased to announce that, under the terms of the Rights Issue announced on 22 August 2014, as at the latest time and date for receipt of valid acceptances, it had received valid acceptances in respect of 72,166,939 New Shares, representing approximately 97.07 per cent. of the total number of New Shares offered to Qualifying Shareholders pursuant to the Rights Issue.

It is expected that the New Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 26 September 2014 and that definitive share certificates will be despatched to the relevant Qualifying Shareholders by no later than 6 October2014.

It is expected that the New Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. today, 26 September 2014.

In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue as set out in the Prospectus, Barclays, on behalf of the Underwriters, will endeavour to procure subscribers for the remaining 2,179,779 New Shares not validly taken up under the Rights Issue and the 1,095 New Shares representing fractional entitlements in respect of the Rights Issue, failing which the Underwriters or their sub-underwriters have agreed to acquire, on a several basis, any remaining underwritten New Shares.

In respect of New Shares not validly taken up under the Rights Issue, any premium over the aggregate of the issue price of 1,295 pence per New Share and the expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax) will be paid (without interest) to Shareholders whose rights have lapsed in accordance with the Rights Issue, pro rata to their lapsed provisional allotments. However, individual amounts of less than £5.00 will not be paid to such persons but will be aggregated and donated to charity. Net proceeds from the sale of fractional entitlements (after deduction of expenses) will be aggregated and ultimately accrue for the benefit of the Company. Cheques and credits to CREST accounts in respect of any such amounts are expected to be despatched to the relevant Shareholders by no later than 6 October 2014.

A further announcement as to the number of New Shares for which subscribers have been procured will be made in due course.

Total Voting Rights

In accordance with the FCA's Disclosure and Transparency Rules, the Company notifies that as at 26 September 2014 following completion of the Rights Issue, London Stock Exchange Group plc has in issue 346,956,464 ordinary shares of 6 79/86 pence each with voting rights. London Stock Exchange Group plc does not hold any ordinary shares in treasury.

Therefore, the total number of voting rights in London Stock Exchange Group plc is 346,956,464 ordinary shares.

The above figure (346,956,464) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, London Stock Exchange Group plc under the FCA's Disclosure and Transparency Rules.

Notification of transactions of directors, PDMRs or connected persons

Further to the announcement made by the Company on 23 September 2014 relating to certain transactions undertaken by the Company's directors, PDMRs and/or their connected persons in the Nil Paid Rights in connection with the Rights Issue (the "Nil Paid Rights Announcement"), in accordance with DTR 3.1.4R, the Company announces that today such directors, PDMRs and/or their connected persons have acquired New Shares corresponding to the number of Nil Paid Rights that were validly taken up as set out in the Nil Paid Rights Announcement.

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]
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:

"Acquisition"	the proposed acquisition of Russell by LSEG in accordance with the Merger Agreement
"Banca IMI"	Banca IMI S.p.A
"Banco Santander"	Banco Santander, S.A.
"Barclays"	Barclays Bank PLC
"Company" or "LSEG"	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
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fully Paid Rights"	rights to acquire New Shares, fully paid
"Greenhill"	Greenhill & Co. International LLP
"HSBC"	HSBC Bank plc
"J.P. Morgan Cazenove"	J.P. Morgan Securities plc
"Merger Agreement"	the Agreement and Plan of Merger entered into between and among the Company, Russell, Northwestern Mutual and Merger Sub on 26 June 2014, as summarised in Part XII "Key Transaction Terms" of the Prospectus
"Merger Sub"	London Stock Exchange Group US Sub, Inc., a wholly owned indirect subsidiary of the Company incorporated in Washington
"Mitsubishi UFJ Securities"	Mitsubishi UFJ Securities International plc
"New Shares"	the new Shares to be issued pursuant to the Rights Issue
"Nil Paid Rights"	rights to acquire New Shares, nil paid
"Northwestern Mutual"	The Northwestern Mutual Life Insurance Company
"Overseas Shareholders"	Shareholders with registered addresses in, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom
"Peter J. Solomon"	Peter J. Solomon, L.P.
"Prospectus"	the prospectus and class 1 circular published on 22 August 2014 relating to the Company for the purpose of the Rights Issue and the acquisition of Russell by LSEG, including any supplements or amendments thereto
"Provisional Allotment Letter"	the provisional allotment letter issued to non-CREST Shareholders (other than certain Overseas Shareholders)
"Qualifying Shareholders"	Shareholders on the register of members of the Company at the Record Date with the exclusion of persons with a registered address or located or resident in an Excluded Territory or (subject to certain exceptions) a Restricted Territory
"RBC Capital Markets"	RBC Europe Limited
"Record Date"	close of business on 8 September 2014
"Restricted Territory"	Canada, the People's Republic of China, Kuwait, Qatar, Dubai International Finance Centre, Singapore, Switzerland and the United States
"Rights Issue"	the offer by way of rights to Qualifying Shareholders to subscribe for New Shares, on the terms and conditions 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"	holders of Shares as at the close of business on the Record Date
"Shares"	ordinary shares in the capital of the Company
"Sponsors"	Barclays and Greenhill
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"Underwriters"	Barclays, Deutsche Bank, J.P. Morgan Cazenove, RBC Capital Markets, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities
"Underwriting Agreement"	the underwriting agreement dated 22 August 2014 between the Company, Barclays, Greenhill, Deutsche Bank, J.P. Morgan Cazenove, RBC Capital Markets, Banca IMI, Banco Santander, HSBC and Mitsubishi UFJ Securities
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 

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