REG - LondonStockExGroup - Off-market purchase of shares

London Stock ExchangeAnnouncement

01/05/2024 18:00

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RNS Number : 9027M  London Stock Exchange Group PLC  01 May 2024

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

1 May 2024

***

Variation of lock-up arrangements and off-market purchase of shares

London Stock Exchange Group plc ("LSEG" or the "Company") announces today that
it has agreed with York Holdings III Limited ("York Holdings III") (an entity
owned by 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"), Thomson
Reuters and certain other minority holders) (BCP York, together with York
Holdings II Limited ("York Holdings II") and York Holdings III, the
"Consortium" and York Holdings II and York Holdings III together, the "York
Entities") to make an off-market purchase of 5,701,722 ordinary shares of
6(79/86) pence each in the Company from York Holdings III for a total
consideration of approximately £500 million (the "Off-Market Purchase")
pursuant to the terms of the amended contract entered into between the Company
and the Consortium (the "Directed Buyback Contract") that was approved by the
shareholders of the Company at its annual general meeting held on 25 April
2024.

The Off-Market Purchase is being made on a standalone basis and the purchase
price payable by the Company is 8,769.28 pence per share (representing a 0.8
per cent. discount to the market price of the Company's ordinary shares as at
the close of trading today), in accordance with the terms of the Directed
Buyback Contract.  The Off-Market Purchase will complete the £1 billion of
share buybacks the Company previously indicated it expected to execute during
2024.

In accordance with LR 9.6.17R of the Listing Rules, LSEG notes that it has
agreed to a limited variation of the lock-up arrangements contained in the
Relationship Agreement entered into on completion of the Refinitiv transaction
to enable the sale of the ordinary shares by York Holdings III to be made in
connection with the Off-Market Purchase.

The Consortium is a related party of the Company for the purposes of the
Listing Rules of the Financial Conduct Authority (the "Listing Rules"). As a
result of other purchases of LSEG shares by the Company from the York Entities
made within the previous 12 months (including off-market purchases which the
Company announced on 7 September 2023 and 6 March 2024 and in connection with
the Company's on-market share buyback programme which completed on 10 July
2023) the Off-Market Purchase is classified as a smaller related party
transaction under LR 11.1.10R of the Listing Rules. As a result, a sponsor's
written confirmation has been obtained by the Company from Lazard & Co.,
Limited ("Lazard") pursuant to LR 11.1.10R(2)(b) in its capacity as the
Company's sponsor stating that the terms of the Off-Market Purchase are fair
and reasonable as far as the Company's shareholders are concerned.  In
providing advice to the Directors of the Company, Lazard has taken into
account the Directors' commercial assessments of the Transaction.

The Company will make a further announcement upon completion of the Off-Market
Purchase.

 

-  Ends -

For further information, please contact:

 London Stock Exchange Group plc
 Lucie Holloway, Rhiannon Davies (Media)  +44 (0)20 7797 1222

                                          ir@lseg.com
 Peregrine Riviere (Investors)

 

 

 

 

Lazard, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively as financial adviser to
LSEG (the "Company") and no one else in connection with the Off-Market
Purchase and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Off-Market Purchase or any other matters referred to
in this announcement or otherwise. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Lazard in connection with the Off-Market
Purchase, this announcement, any statement contained herein or otherwise.

 

 

 

 

 

 

 

 

 

 

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