REG - Morgan Stanley & Co. - PLACING LONDON STOCK EXCHANGE GROUP PLC

London Stock ExchangeAnnouncement

14/05/2024 17:45

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RNS Number : 4222O  Morgan Stanley & Co. Int'l plc  14 May 2024

LAUNCH 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.

PROPOSED PLACING OF APPROXIMATELY 17.3 MILLION SHARES IN LONDON STOCK EXCHANGE
GROUP PLC ("LSEG OR THE "COMPANY")

14 May 2024

York Holdings II Limited ("York Holdings II") and York Holdings III Limited
("York Holdings III" and together with York Holdings II, the "York Entities")
(being entities owned by BCP York Holdings (Delaware) L.P. ("BCP York") (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), Thomson Reuters and certain other minority
holders) (BCP York and the York Entities together, the "Consortium") announce
their intention to execute a monetisation in respect of approximately 17.3
million shares in LSEG, to be effected by way of a placing, as set out in
further detail below.

The York Entities intend to sell, in aggregate, approximately 17.3 million
voting ordinary shares of 679/86 pence each ("Shares") in the capital of the
Company (the "Placing Shares") through a placing to institutional investors
(the "Placing"). The Placing Shares represent approximately a 3.3% economic
and voting interest in the Company.

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

The Placing is being undertaken in compliance with the Relationship Agreement
(as amended and including a waiver 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 York Entities currently hold, in aggregate, 26.7 million Shares
representing approximately a 5.0% economic and voting interest in the Company
and including approximately 9.4 million Shares (the "BCP York Option Shares")
subject to the call options sold indirectly by BCP York in connection with the
Call Option Transaction (as defined in the announcement released on 11 March
2024). Following successful completion of the Placing, the Consortium will no
longer hold an interest in the Company, other than the BCP York Option Shares,
and the Relationship Agreement will terminate in accordance with its terms.

The price per Placing Share and the final number of Placing Shares to be
placed will be determined by way of an accelerated bookbuilding process to
institutional investors. The bookbuilding period will commence immediately
following this announcement, and may close at any time on short notice. The
results of the Placing will be announced as soon as practicable thereafter.

 

Barclays Bank PLC ("Barclays"), Merrill Lynch International ("BofA
Securities"), Citigroup Global Markets Limited ("Citigroup"), Goldman Sachs
International ("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 & Co. International plc ("Morgan Stanley")
(together, in such capacities, the "Joint Global Coordinators") are acting as
Joint Global Coordinators and Joint Bookrunners in connection with the Placing
and Blackstone Capital Markets (together with the Joint Global Coordinators,
the "Managers") is acting as a Co-Lead Manager in connection with the Placing.

 

The Placing Shares rank pari passu in all respects with the Company's Shares.

 

For further information, please contact:

 Barclays              +44  (0) 20 7623 2323
 BofA Securities       +44  (0) 20 7628 1000
 Citigroup             +44  (0) 20 7500 5000
 Goldman Sachs         +44  (0) 20 7774 1000
 J.P. Morgan Cazenove  +44  (0) 20 7742 4000
 Morgan Stanley        +44  (0) 20 7425 8000
 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, 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 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. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING 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 SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR
THEIR OWN ACCOUNT SUCH 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 SHARES. CERTAIN OF THE MANAGERS AND ANY OF THEIR AFFILIATES
HAVE ENTERED INTO, AND MAY ALSO IN THE FUTURE ENTER INTO, FOR THEIR OWN
ACCOUNT, FINANCING ARRANGEMENTS WITH BCP YORK AND/OR ITS AFFILIATES. BCP YORK
AND/OR ITS AFFILIATES MAY USE ALL OR PART OF THEIR SHARE OF THE PROCEEDS OF
THE PLACING TO REPAY ANY INDEBTEDNESS UNDER SUCH FINANCING ARRANGEMENTS. 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.
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 FOR THE ENTITY OR
PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT REPRESENT THE ANNOUNCEMENT OF A
DEFINITIVE AGREEMENT TO PROCEED WITH THE PLACING AND, ACCORDINGLY, THERE CAN
BE NO CERTAINTY THAT THE PLACING WILL PROCEED. YORK HOLDINGS II, YORK HOLDINGS
III AND THE MANAGERS RESERVE THE RIGHT NOT TO PROCEED WITH THE PLACING OR TO
VARY THE TERMS OF THE PLACING IN ANY WAY.

 

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, CITIGROUP, GOLDMAN SACHS, J.P. MORGAN
CAZENOVE, AND MORGAN STANLEY IS AUTHORISED BY THE PRUDENTIAL REGULATION
AUTHORITY ("PRA") AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT
AUTHORITY ("FCA") AND THE PRA.

 

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