Closing of London Stock Exchange Group plc's offer for LCH.Clearnet
On 9 March 2012, LCH.Clearnet Group Limited ("LCH.Clearnet") and London Stock Exchange Group plc ("LSEG") announced a recommended cash offer for a majority stake in LCH.Clearnet. On 30 March LCH.Clearnet and LSEG announced that the Acceptance Condition in respect of the Offer had been satisfied as well as a 10 business day extension period allowing for further shareholders to accept. The full terms and conditions of the Offer were described in the circular sent to LSEG Shareholders, and set out in full in the offer document sent to LCH.Clearnet Shareholders (the "Offer Document"), on 16 March 2012.
The Offer is now closed to further acceptances. LSEG and LCH.Clearnet are pleased to announce final total acceptances in respect of the Offer of 71.52 per cent. of the LCH.Clearnet Issued Share Capital.
In accordance with the terms of the Offer, certain accepting LCH.Clearnet Shareholders will have their acceptances scaled back so that, following Completion and including the stake acquired from MF Global described below, LSEG will hold 60 per cent. of the LCH.Clearnet Issued Share Capital. Accepting LCH.Clearnet Shareholders will be notified within 10 business days of this announcement of the number of their LCH.Clearnet Shares that will be acquired pursuant to the Offer.
Completion of the Transaction is expected by the fourth quarter of 2012, subject to regulatory and other approvals, including competition clearance.
Pursuant to an agreement entered into by MF Global UK Limited (in special administration), acting by its joint special administrators, Richard Fleming, Richard Heis and Mike Pink of KPMG ("MF Global"), and LSEG on 9 March 2012, LSEG has exercised its option to purchase the 970,656 LCH.Clearnet Shares (the "Option") held by MF Global (representing 2.39 per cent. of the LCH.Clearnet Issued Share Capital) at an initial price of €14 per LCH.Clearnet Share and closing under the Option occurred today. The Option relates to 100% of the shares held by MF Global in LCH.Clearnet. Following the exercise of the Option, MF Global remains entitled to additional consideration that may become payable on the terms summarised in LSEG’s Offer announcement of 9 March 2012. MF Global is a Qualifying Shareholder in respect of the special dividend of €1 per share payable on the fulfilment of certain conditions under LSEG's offer for a majority stake in LCH.Clearnet.
A term used in this announcement and not otherwise defined has the meaning given to that term in the Offer Document.
London Stock Exchange Group plc
Victoria Brough +44 (0) 20 7797 1222
Paul Froud +44 (0) 20 7797 3322
Citigate Dewe Rogerson
(Communications Advisers to LSEG)
Patrick Donovan +44 (0) 20 7638 9571
(Communications Advisers to LCH.Clearnet)
Gill Ackers +44 (0) 20 7404 5959
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document and the form of acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted, now as amended by this announcement in respect of the Closing Date.
About London Stock Exchange Group:
London Stock Exchange Group (LSE.L) sits at the heart of the world's financial community. The Group operates a broad range of international equity, bond and derivatives markets, including London Stock Exchange; Borsa Italiana; MTS, Europe's leading fixed income market; and Turquoise, offering UK and Russian derivatives trading, pan-European and US lit and dark equity trading. Through its markets, the Group offers international business unrivalled access to Europe's capital markets.
The Group is a leading developer of high performance trading platforms and capital markets software and also offers its customers around the world access and an extensive range of real-time and reference data products and market-leading post-trade services. The Group is also home to a world leading index provider FTSE, which creates and manages of over 200,000 equity, bond and alternative asset class indices.
Headquartered in London, United Kingdom with significant operations in Italy and Sri Lanka, the Group employs around 1,900 people.
Further information on London Stock Exchange Group can be found at: http://www.londonstockexchangegroup.com/
LCH.Clearnet is the leading independent central counterparty group (CCP) in Europe, serving major international exchanges and platforms, as well as a range of OTC markets. It clears a broad range of asset classes including: securities, exchange traded derivatives, energy, freight, interbank interest rate swaps and euro and sterling denominated bonds and repos; and works closely with market participants and exchanges to identify and develop clearing services for new asset classes.
LCH.Clearnet is regulated or overseen by the national securities regulator and/or central bank in each jurisdiction from which it operates.