ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH LONDON STOCK EXCHANGE GROUP PLC REGARDS AS UNDULY ONEROUS.
THIS AREA OF THE WEBSITE MAY CONTAIN INSIDE INFORMATION WITHIN THE MEANING OF THE MARKET ABUSE DIRECTIVE (2006/6/EC)
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed acquisition by the London Stock Exchange Group plc (LSEG) of Refinitiv (Refinitiv) (the Transaction). The Transaction is intended to be structured as an all share acquisition of Refinitiv by LSEG and will constitute a Reverse Takeover of LSEG by Refinitiv’s shareholders under the Listing Rules of the FCA. The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer or invitation to purchase, acquire or 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 securities to be issued in connection with the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
LSEG GENERAL MEETING TO APPROVE THE PROPOSED DIVESTMENT OF THE BORSA ITALIANA GROUP TO EURONEXT N.V.
On 9 October 2020, LSEG announced that it had agreed to sell its entire shareholding in London Stock Exchange Group Holdings Italia S.p.A. to Euronext N.V. A General Meeting of LSEG has been convened for 10.30 a.m. (London time) on 3 November 2020 at 10 Paternoster Square, London EC4M 7LS for LSEG Shareholders to consider and, if thought fit, approve the divestment.
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 General Meeting will be held as a closed meeting. Attendance by LSEG shareholders at the General Meeting in person will not be possible and LSEG shareholders or their appointed proxies (other than the Chair of the General Meeting) will not be permitted entry to the General Meeting on grounds of public safety. Accordingly, LSEG shareholders are strongly encouraged to appoint the Chair of the General Meeting as their proxy to ensure that their votes are counted at the General Meeting. Please refer to the LSEG shareholder circular dated 14 October for further information.
If LSEG shareholders have any questions for the LSEG Board in relation to the proposed divestment before the General Meeting, these can be sent by email to email@example.com. The LSEG Board will endeavour to answer the key themes of these questions as soon as practicable.
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. LSEG reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of LSEG.
As a consequence of legal restrictions, the release, publication or distribution of information contained in this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Notice to US Shareholders
None of the announcements, information or documents contained in this area of the website is an offer of securities for sale in the United States and the securities expected to be issued in respect of the Transaction have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities law of any state, district or other jurisdiction of the United States including the District of Columbia. LSEG’s shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration.
The Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom, which differ from the disclosure and other requirements of US securities laws. Financial information included in this section of the website will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for any US holders of shares in LSEG to enforce their rights and claims arising out of US securities laws, since LSEG is incorporated and principally located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
Forward Looking Statements
This area of the website contains certain “forward-looking statements”. These statements are based on the current expectations of, and of the management of, LSEG, Refinitiv and Refinitiv’s direct and indirect shareholders (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the: expected effects of the Transaction on LSEG and on the combined businesses of LSEG and Refinitiv (the Combined Business); Combined Business’ financial condition, performance and prospects; certainty or otherwise of the Transaction; expected timing and scope of the Transaction; and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. LSEG can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. 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 or otherwise of the conditions in respect of the Transaction, as well as additional factors such as: the behaviour of other market participants; the Combined Business’ ability to continue to obtain financing to meet its liquidity needs; changes in the political, social and regulatory framework in which the Combined Business will operate or in economic or technological trends or conditions; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); the actions of regulators; the outcome of any litigation; the impact of any acquisitions, disposals or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results and developments to differ materially from those in the forward-looking statements.
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 area of the website will actually occur. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Regulation Rules of the FCA), LSEG and its associates, directors, officers and advisers are under no obligation, and they expressly disclaim any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No Profit Forecasts or Estimates
No statement in any announcement, information or document contained in this area of the website, or incorporated by reference into any such announcement, information or document, is intended to be or is to be construed as a profit forecast or estimate for any period and no other statement contained in this area of the website should be interpreted to mean that earnings or earnings per share for LSEG for the current or future financial years, or those of the Combined Business, would necessarily match or exceed the historical published earnings or earnings per share for LSEG.
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of LSEG (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, LSEG or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The documents included in this area of the website speak only at the specified date of the relevant document and neither the Responsible Persons, LSEG nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of Understanding and Acceptance of Disclaimer
- I certify that I am not (and nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
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- I agree to be bound by the terms of this notice.