Successful pricing of Senior Unsecured Notes

RNS Number : 9691T

London Stock Exchange Group PLC

30 March 2021

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF LONDON STOCK EXCHANGE GROUP PLC, LSEGA FINANCING PLC OR LSEG NETHERLANDS B.V.. NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

30 March 2021

London Stock Exchange Group plc: Pricing Announcement

Successful pricing of Senior Unsecured Notes under the Programme (defined below)

London Stock Exchange Group plc ("LSEG" or the "Group") has priced multi-tranche and multi-currency offerings (the "Offerings") of notes (the "Notes") issued by the Group and its subsidiaries LSEG Netherlands B.V. ("LSEG Netherlands") and LSEGA Financing plc ("LSEGA plc", and together with LSEG Netherlands and LSEG, the "Issuers") under the Issuers' Global Medium-Term Note programme, established on 23 March 2021 (the "Programme"). The key terms of each Offering are set out below.

Issuer	Guarantor	Amount	Annual Coupon	Maturity Date
London Stock Exchange Group plc	n/a	£500m	1.625%	6 April 2030
LSEG Netherlands B.V.	London Stock Exchange Group plc	€500m	0%	6 April 2025
LSEG Netherlands B.V.	London Stock Exchange Group plc	€500m	0.25%	6 April 2028
LSEG Netherlands B.V.	London Stock Exchange Group plc	€500m	0.75%	6 April 2033
LSEGA Financing plc	London Stock Exchange Group plc	$500m	0.65%	6 April 2024
LSEGA Financing plc	London Stock Exchange Group plc	$1,000m	1.375%	6 April 2026
LSEGA Financing plc	London Stock Exchange Group plc	$1,000m	2%	6 April 2028
LSEGA Financing plc	London Stock Exchange Group plc	$1,250m	2.5%	6 April 2031
LSEGA Financing plc	London Stock Exchange Group plc	$750m	3.2%	6 April 2041

The Offerings, which saw strong demand from global investors, also marked the Group's inaugural USD Rule 144A/Reg S Notes in addition to GBP and EUR denominated Reg S Notes.

Each Offering is expected to settle on 6 April 2021. The Notes will be listed on London Stock Exchange and will be rated A3 by Moody's and A by S&P.

Proceeds from the Offerings will be used to repay part of the Bridge Facility drawn at completion of the acquisition of Refinitiv in order to refinance Refinitiv's indebtedness and for the Group's general corporate purposes. Coupled with the expected proceeds from the divestment of Borsa Italiana Group, it will allow LSEG to reduce its pro forma net debt/ EBITDA leverage. LSEG is targeting a return to 1.0x to 2.0x net debt/EBITDA in the 24 months following completion of the Refinitiv transaction, from a proforma 3.3x as at 31 December 2020.

Full year net finance expenses will depend on the timing of the divestment of Borsa Italiana. LSEG currently estimates underlying net finance expenses of approximately £205 million for the pro-forma financial year 2021, on a constant currency basis compared with 2020. This estimate incorporates accounting costs of approximately £40 million, for finance fee amortisation and IFRS 16 lease costs, which are expected to recur.

London Stock Exchange's new digital platform, Flow, was used for the first time during the issuance process. Flow is designed to automate the debt capital markets issuance process using structured data and GLML open specification protocol. LSEG's SparkLive Roadshow was used to host the deal investor roadshow.

Barclays, BofA Securities, Citigroup and HSBC acted as Joint Global Coordinators for the Offerings.

- Ends -

For further information, please contact:

London Stock Exchange Group plc
Simon Atkinson (Group Treasury)	[phone]
Lucie Holloway, Rhiannon Davies (Media)	[phone]
Paul Froud (Investors)	[phone]

Important Notice:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

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PROHIBITION OF SALES TO UK RETAIL INVESTORS -THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UNITED KINGDOM ("UK"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA"); OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

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IN THE UK, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA IN THE UK, AND SUCH OTHER PERSONS AS THIS DOCUMENT MAY BE ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS NOT A RELEVANT PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.

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