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November 03, 2020

Results of LSEG 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

PROPOSED DIVESTMENT OF THE BORSA ITALIANA GROUP TO EURONEXT N.V. APPROVED BY LONDON STOCK EXCHANGE GROUP PLC (“LSEG PLC”) SHAREHOLDERS

Results of LSEG General Meeting

At the LSEG General Meeting held earlier today for LSEG plc’s shareholders (“LSEG Shareholders”) to consider the proposed divestment by London Stock Exchange Group Holdings (Italy) Limited of London Stock Exchange Group Holdings Italia S.p.A. and its business (the “Borsa Italiana Group”) to Euronext N.V. (the “Transaction”), LSEG Shareholders approved the Transaction.

Next Steps

In addition to approval by LSEG Shareholders, the Transaction is conditional upon, among other things, the divestment of the Borsa Italiana Group or any material part thereof (including MTS S.p.A.) being a condition of any European Commission clearance decision for the Refinitiv transaction, the European Commission having confirmed that it either approves or does not object to Euronext N.V. as the purchaser of the Borsa Italiana Group and the Refinitiv transaction closing in accordance with its terms (each of such conditions being waivable by LSEG plc). The Transaction is also conditional on the approval of Euronext N.V.’s shareholders and the receipt of relevant antitrust and regulatory approvals and these processes are currently underway. The Transaction is expected to close in H1 2021. LSEG expects to complete the Refinitiv transaction in Q1 2021, ahead of completion of this Transaction.

Resolution

Full details of the resolution passed are set out in the notice of the LSEG General Meeting contained in the circular published by LSEG plc on 14 October 2020 in connection with the Transaction (the “Circular”).

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolution passed at the LSEG General Meeting will be submitted to the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as on LSEG’s website www.lseg.com/investor-relations.

Voting results of the LSEG General Meeting

The table below sets out the results of the poll at the LSEG General Meeting held today. Each LSEG Shareholder, present in person or by proxy, was entitled to one vote per LSEG Share held at the Voting Record Time.

  FOR*   AGAINST   TOTAL WITHHELD**
  Number of votes     % of votes Number of votes % of votes Number of votes    Number of votes          

Ordinary resolution

Approval of the proposed divestment by London Stock Exchange Group Holdings (Italy) Limited of London Stock Exchange Group Holdings Italia S.p.A. to Euronext N.V.

291,694,564 100.00 4,193 0.00 291,698,757 19,158

* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “For” or “Against” the resolutions.

The number of LSEG Shares in issue at the Voting Record Time of 6.30 p.m. (London time) on 30 October 2020 was 351,447,122 and LSEG plc holds no ordinary shares in treasury. Therefore, the total number of voting rights in LSEG plc at the Voting Record Time was 351,447,122.

This announcement is made on behalf of LSEG plc by Lisa Condron, the Group Company Secretary of LSEG plc.

Further information

No offer of securities
This announcement does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any LSEG plc shares.

Forward-looking statements

This announcement, oral statements made regarding the Transaction, and other information published in connection with the Transaction, contain statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected timing and scope of the Transaction and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.

Although LSEG plc believes that the expectations reflected in such forward-looking statements are reasonable, LSEG plc can give no assurance that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the conditions to the Transaction, as well as factors such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the political, social and regulatory framework, or in economic or technological trends or conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

None of LSEG plc or any of its associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules of the FCA), LSEG plc is under no obligation, and LSEG plc expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Transaction conditions

Completion of the Transaction is subject to the satisfaction of a number of conditions as more fully described in the Circular. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.

Defined terms
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.

About London Stock Exchange Group

LSEG (London Stock Exchange Group) is a leading provider of financial markets infrastructure and a global supplier of data and analytics, news and index products.

We help businesses and economies fund innovation, manage their risk and create jobs by supporting customers at every point in the trade lifecycle – from making pre-trade decisions and executing those trades to raising capital and settlement.

With 23,000 people in 70 countries, we draw on 300 years of knowledge and experience to help drive financial stability, empower economies and enable sustainable growth.
 

Contacts

For further information, please contact:

LSEG plc
Rhiannon Davies

Lucie Holloway (Media)
+44 (0)20 7797 1222 

Paul Froud (Investors)
+44 (0)20 7797 3322

Teneo (Communications Adviser to LSEG plc)
Lucas van Praag
Philip Gawith
Doug Campbell
+44 (0)20 7420 3183