January 19, 2021
LSEG All Share Acquisition of Refinitiv – Expected Completion Date
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
LSEG All Share Acquisition of Refinitiv – Expected Completion Date
London Stock Exchange Group plc (“LSEG” or the “Company”) confirms that completion of its all-share acquisition of Refinitiv (the “Transaction”), and re-admission to listing and trading, is expected to occur on 29 January 2021, subject to the satisfaction or waiver of any outstanding merger control and financial regulatory authority approvals, which are expected to occur shortly.
As the Transaction constitutes a reverse takeover under the Listing Rules, admission of the Company’s existing ordinary shares to the premium segment of the Official List and to trading on London Stock Exchange’s Main Market is expected to be cancelled at 8:00 am on 29 January 2021, with simultaneous re-admission of the Company’s voting ordinary shares (including the consideration shares issued to the Refinitiv Sellers). The Company will re-admit under the new ticker symbol “LSEG”. The limited-voting ordinary shares to be issued to the Refinitiv Sellers on completion of the Transaction will not be admitted to listing or trading on any market.
Unless defined otherwise, capitalised terms in this announcement shall have the same meaning as in the Prospectus.
This announcement is made on behalf of LSEG plc by Lisa Condron, Group Company Secretary.
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Refinitiv transaction (the “Transaction”) or otherwise, nor shall there be any sale, issuance or transfer of securities of LSEG in any jurisdiction in contravention of applicable law.
Forward looking statements
This announcement (including information incorporated by reference in 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 effects of the Transaction on LSEG and its group, 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 believes that the expectations reflected in such forward-looking statements are reasonable, LSEG 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 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 is under no obligation, and LSEG 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.
Transmission of this announcement
Neither this announcement, nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement or other information referred to therein comes, should inform themselves about, and observe, any restrictions in such laws or regulations.
Compliance with laws
This announcement has been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
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.