October 14, 2020
Publication of Circular and Notice of General Meeting
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
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.
LONDON STOCK EXCHANGE GROUP PLC (“LSEG PLC”)
PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING
LSEG plc announced on 9 October 2020 that it had agreed to sell its entire shareholding in London Stock Exchange Group Holding Italia S.p.A. (“LSEG Italia”) to Euronext N.V. (the “Transaction”). The Transaction constitutes a related party transaction for LSEG plc under the Listing Rules and is conditional upon, amongst other things, the approval of LSEG Shareholders.
LSEG plc has today published a shareholder circular in relation to the Transaction (the “Circular”) and has convened a general meeting of LSEG plc’s shareholders (“LSEG Shareholders”) at 10.30 a.m. on 3 November 2020 at 10 Paternoster Square, London EC4M 7LS (the “LSEG General Meeting”) to consider and approve the Transaction. A notice of the LSEG General Meeting is included in the Circular and a form of proxy will be made available to LSEG Shareholders. As a result of the current COVID-19 pandemic and the legislative measures and associated guidance introduced by the UK government in response, for the safety of LSEG Shareholders, our employees, our advisers and the general public, the LSEG General Meeting will be held as a closed meeting.
Attendance by LSEG Shareholders or their appointed proxies (other than the Chair of the LSEG General Meeting) at the LSEG General Meeting in person will not be possible. In order to ensure that votes are counted, LSEG plc’s board encourages LSEG Shareholders to appoint the Chair of the LSEG General Meeting as their proxy with their voting instructions. The appointment of a person other than the Chair of the LSEG General Meeting as proxy will not be valid, as that person will not be permitted to attend the meeting in person to vote on the LSEG Shareholder’s behalf.
If LSEG Shareholders have any questions for the Board in relation to the Transaction before the LSEG General Meeting, these can be sent by email to ir@lseg.com. The Board will endeavour to answer the key themes of these questions as soon as practicable.
The expected timetable of principal events in relation to the LSEG General Meeting is as follows:
Event Expected time/date
Deadline for lodging Forms of Proxy/ CREST Proxy Instructions 10.30 a.m. on 30 October 2020
Voting Record Time 6.30 p.m. on 30 October 2020
LSEG General Meeting 10.30 a.m. on 3 November 2020
Availability of Circular
Copies of the Circular and certain other documents in relation to the Transaction are available for inspection on LSEG plc’s website at www.lseg.com/investor-relations.
A copy of the Circular will also be submitted to the National Storage Mechanism.
LSEG Shareholders who have elected to receive printed shareholder documents will receive, amongst other documents, a hard copy of the Circular. Other LSEG Shareholders will be notified that the Circular is available online.
LSEG plc shareholders who have elected not to receive hard copies of LSEG Shareholder communications may request a hard copy of the Circular and certain other documents in relation to the Transaction by writing to LSEG plc’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by calling Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh public holidays), on 0371 384 2544 from within the UK, or on +44 (0) 121 415 7047, if calling from outside the UK. Calls from outside the UK will be charged at the applicable international rate. Calls will be recorded and monitored for training and security purposes. LSEG Shareholders will need to provide their full name and the full address to which the hard copy of the documents should be sent.
This announcement is made on behalf of LSEG plc by Lisa Condron, the Group Company Secretary of LSEG plc.
About LSEG
LSEG (London Stock Exchange Group) is a leading global financial markets infrastructure and data provider, playing a vital social and economic role in the world’s financial system.
With our open approach, trusted expertise and global scale, we enable the sustainable growth and stability of our customers and their communities. We are dedicated partners with extensive experience, deep knowledge and a worldwide presence in data and analytics; indices; capital formation; and trade execution, clearing and risk management across multiple asset classes.
LSEG is headquartered in the United Kingdom, with significant operations in over 60 countries across EMEA, North America, Latin America and Asia Pacific. We employ 25,000 people globally, more than half located in Asia Pacific. LSEG’s ticker symbol is LSEG.
Contacts
London Stock Exchange Group plc
Gavin Sullivan, Lucie Holloway (Media)
+44 (0)20 7797 1222
Paul Froud (Investors)
+44 (0)20 7797 3322
Goldman Sachs (Lead Financial Adviser to LSEG plc)
FX de Mallmann, Mark Sorrell, James Lucas
+44 (0)20 7774 1000
Robey Warshaw (Lead Financial Adviser to LSEG plc)
Simon Robey, Philip Apostolides
+44 (0)20 7317 3900
Barclays (Corporate Broker, Financial Adviser and Sponsor to LSEG plc)
Andrew Tusa, Ben Plant, Hugh Moran
+ 44 (0)20 7623 2323
RBC Capital Markets (Corporate Broker to LSEG plc)
Oliver Asplin Hearsey, Marcus Jackson
+44 (0)20 7653 4000
Teneo (Communications Adviser to LSEG plc)
Lucas van Praag, Philip Gawith, Doug Campbell
+44 (0)20 7420 3183