Waiver of Management Incentive Plan Lock-up

London Stock Exchange Group PLC

20 December 2023

 

London Stock Exchange Group PLC
20 December 2023

London Stock Exchange Group plc

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

20 December 2023

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Waiver of Management Incentive Plan Lock-up

On or around 29 January 2024, shares in LSEG representing entitlements under the management incentive plan, in which members of the then management of the Refinitiv business participate, as described in the prospectus published by LSEG on 9 December 2020 (the MIP), will be transferred by an entity owned by the Consortium to the participants in the MIP pursuant to their entitlements (the MIP Shares).

The Consortium is comprised of BCP York Holdings (Delaware) L.P. (an entity owned by a consortium of certain investment funds affiliated with Blackstone Inc. 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 (Holdings II) and York Holdings III Limited (Holdings III) (entities owned indirectly by BCP York, Thomson Reuters and certain other minority holders).

Pursuant to arrangements entered into prior to completion of LSEG's acquisition of Refinitiv (Completion), the MIP Shares were subject to lock-up restrictions under which the participants were not able to sell MIP Shares until the fifth anniversary of Completion, subject to certain exceptions. Under one such exception, from on or around 29 January 2024, the participants in the MIP would be permitted to dispose of MIP Shares on a pro rata basis with any disposals of shares in LSEG by Blackstone (including prior disposals since Completion). As a result of such prior disposals by Blackstone, from on or around 29 January 2024, the participants in the MIP would be permitted to dispose of the majority of the MIP Shares, which in total are expected to represent less than 1.1% of the Company's issued share capital as at the date of this announcement.

In accordance with LR 9.6.17R of the Listing Rules, the Company announces that it has agreed to waive the lock-up restrictions in relation to the MIP Shares with effect from 29 January 2024. As a result, the MIP participants will be permitted to dispose of the MIP Shares on or following that date. In deciding to waive the lock-up restrictions, the Company has taken into account the fact that no members of the LSEG Executive Committee are participants in the MIP.

Further details of the MIP can be found at page 73 of the prospectus published by the Company dated 9 December 2020, which is available on the Company's website at https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv.

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For further information, please contact:

London Stock Exchange Group plc
Lucie Holloway, Rhiannon Davies (Media)                                  [phone]
Peregrine Riviere, Chris Turner (Investors)                                                 [e-mail]

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