London Stock Exchange Group plc publication of circular and prospectus
On 9 February 2011 London Stock Exchange Group plc (“LSEG”, “LSEG Group” or the “Company”) and TMX Group Inc. (“TMX” or “TMX Group”) announced a proposed recommended merger (the “Merger”) to create a new international exchange leader (the “Merged Group”). Today, the Board of LSEG announces that LSEG’s shareholder circular (the "LSEG Circular") and prospectus (the “Prospectus”) relating to the Merger have been approved by the UK Listing Authority ("UKLA"), published and will be posted to LSEG shareholders as appropriate. In addition, TMX has received approval from the Ontario Court for its shareholder circular, copies of which will also be publicly filed in Canada today and are in the process of being posted to its shareholders.
The LSEG Circular contains a notice convening a general meeting of LSEG’s shareholders to be held at London Stock Exchange, 10 Paternoster Square, London EC4M 7LS at 3:00pm on 30 June 2011 (the "General Meeting") at which approval will be sought for the Merger. A timetable is set out below.
The Boards of LSEG and TMX Group believe that the Merger offers compelling financial, strategic and operational benefits for shareholders, the full breadth of market participants, listed companies of all sizes, investors and other stakeholders.
The Merger is expected to have a direct positive impact on Canada, the UK and Italy, enhancing the position of each country within the global business community and driving economic growth.
The outward-looking, highly international trans-Atlantic group, jointly headquartered in London and Toronto, will be a global leader in capital formation, liquidity and exchange technology. The combination of these two leading exchange businesses will maintain the important neutrality of each of the Merged Group’s domestic exchanges, ensuring they work in the interests of all market participants. Following completion of the Merger the exchanges contained in the Merged Group will continue to operate under the same regulatory structure that the LSEG Group's and TMX Group’s currently follow and in the same manner.
The Merger is expected to create substantial value for shareholders and other stakeholders while the Merged Group will maintain a robust capital structure from which to capture future growth opportunities. The Merger is expected to be accretive to adjusted earnings per share for LSEG and TMX shareholders in the first full year following completion. The Merger continues to be recommended by the Boards of LSEG and TMX.
The key dates are as follows:
Time and date
Deadline for receipt of the form of proxy for the LSEG shareholder meeting or for appointment of proxy by completing and transmitting a CREST proxy instruction
3:00pm (UK time) on 28 June 2011
LSEG record date for determining LSEG shareholders entitled to vote at the LSEG shareholder meeting
6:00pm (UK time) on 28 June 2011
Deadline for CIBC Mellon to have received proxy forms or voting instructions from TMX shareholders
5:00pm (Eastern time) on 28 June 2011
LSEG shareholder meeting
3:00pm (UK time) on 30 June 2011
TMX shareholder meeting
10:00am (Eastern time) on 30 June 2011
Canadian Court hearing in respect of the Final Order
10:00am (Eastern time) on 5 July 2011
Copies of the LSEG Circular (including the notice of the General Meeting) and the Prospectus are available on LSEG’s website (http://www.londonstockexchangegroup.com/investor-relations/investor-relations.htm) and for inspection at the offices of Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HT for a period from and including the date of the LSEG Circular up to and including admission of the Merged Group’s shares to trading on the Official List of the London Stock Exchange.
A copy of the LSEG Circular and Prospectus have also been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
It is proposed that, following completion of the Merger and subject to regulatory approval, the Board of the Company shall be constituted as follows:
· Wayne C. Fox, Chairman
· Chris Gibson-Smith, Deputy Chairman
· Massimo Tononi, Deputy Chairman
· Xavier Rolet, Chief Executive Officer
· Thomas A. Kloet, President
· Michael S. Ptasznik, Chief Financial Officer
· Raffaele Jerusalmi, Executive Director
· Raymond Chan, Non-Executive Director
· Denyse Chicoyne, Non-Executive Director
· Gay Huey Evans, Non-Executive Director
· Paul Heiden, Non-Executive Director
· J. Spencer Lanthier, Non-Executive Director
· John P. Mulvihill, Non-Executive Director
· Andrea Munari, Non-Executive Director
· Robert Webb, Q.C., Non-Executive Director
Biographies of the directors proposed to join the Board of the Company together with biographies of the continuing directors are set out in the Prospectus.
Upon completion of the Merger it is expected that Doug Webb, Sergio Ermotti, Paolo Scaroni and Janet Cohen will step down from the Board of the Company.
New Merged Group Name
Subject to LSEG shareholder approval, LSEG, the holding company of the Merged Group, shall be re-named LTMX Group plc with effect from completion of the Merger. The key leading brand names of the Merged Group, including London Stock Exchange, Toronto Stock Exchange, Montréal Exchange and Borsa Italiana will be retained, promoted and further strengthened as ‘go-to-market’ brands, and shall remain the operating brands of the company.
Regulatory Approval Update
As set out in the announcement of 9 February 2011, completion of the Merger is subject to certain regulatory approvals including under the Investment Canada Act and from the following Canadian securities regulators: the Ontario Securities Commission (the “OSC”), the Autorité des Marchés Financiers (Québec) (the “AMF”), the Alberta Securities Commission (the “ASC”) and the British Columbia Securities Commission (the “BCSC”).
As announced on 29 April 2011, LSEG and TMX made an application for review under the Investment Canada Act (the “ICA”). In addition, merger applications and related notices and requests for comments were published by the OSC, AMF, ASC and BCSC on 13 May 2011. All applications were made in accordance with the terms of the merger agreement published on 9 February 2011.
LSEG and TMX are continuing to work constructively with Canadian federal and provincial authorities to achieve the approvals required for the Merger and are firmly committed to achieving them.
On 20 May 2011, TMX rejected an approach by Maple Group Acquisition Corporation (“Maple”) to acquire all of its common shares and re-affirmed its commitment to the Merger, clearly stating that the non-binding proposal received by TMX Group “does not constitute a superior proposal, nor could it reasonably be expected to result in a superior proposal”. Despite this rejection, on 25 May 2011, Maple announced its intention to make a unilateral and unsolicited bid for TMX.
TMX and LSEG remain committed to their recommended Merger.
LSEG believes that the unsolicited proposal from Maple:
– may never be capable of consummation given the anti-trust issues created by the intended dominant market share of Maple post acquisition of Alpha and CDS;
– lacks a credible business and financial plan for shareholders to consider, particularly as Maple has provided neither valuations nor financial projections in respect of the acquisitions of Alpha and CDS;
– is therefore subject to considerable uncertainty as to the valuation of the non-cash component of its proposal; and
– will substantially increase the leverage of TMX beyond its current levels.
On 13 May 2011, LSEG announced its financial results for the year ended 31 March 2011. Since 31 March 2011, the LSEG Group’s core business segments of capital markets, post-trade services, information services and technology services continue to perform well overall.
Victoria Brough (Media) +44 (0) 20 7797 1222
Paul Froud (Investor Relations) +44 (0) 20 7797 3322
Additional information can be found at www.ltmxgroup.com
LSEG Notes to Editors
About London Stock Exchange Group
London Stock Exchange Group (LSE.L) sits at the heart of the world’s financial community. The LSEG 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 pan-European and US lit and dark equity trading. Through its markets, the LSEG Group offers international business unrivalled access to Europe’s capital markets.
The LSEG Group is a leading developer of high performance trading platforms and capital markets software and also offers its customers around the world an extensive range of real-time and reference data products and market-leading post-trade services.
Headquartered in London, United Kingdom with significant operations in Italy and Sri Lanka, the LSEG Group employs around 1500 people. Further information on the LSEG Group can be found at www.londonstockexchangegroup.com.
This document contains “forward-looking information” (including as defined in applicable Canadian securities legislation). This information is based on the current expectations, assumptions, projections and estimates that the management of LSEG believes to be relevant as of the date of this document. This information is naturally subject to uncertainty and changes in circumstances. The forward-looking information contained in this document includes statements relating to the expected effects of the merger on LSEG and/or the merged group such as information related to the anticipated effect on financial performance, growth opportunities, expected dividend policy, anticipated revenue and cost synergies, business strategies and the development of new products and services, the expected timing and scope of the merger, and other statements other than historical facts.
Forward-looking information includes statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import, or variations or the negatives of such words. Although LSEG believes that the expectations, assumptions, projections and estimates reflected in such forward-looking information are reasonable, LSEG can give no assurance that such expectations, assumptions, projections and estimates will prove to be correct. By its nature, forward-looking information involves risk and uncertainty because it relates to events and depends on circumstances that will 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 information. These factors include the satisfaction of the conditions to the merger and regulatory requirements, as well as additional factors, such as: future levels of revenues being lower than expected; conditions affecting the industry; local and global political and economic conditions; unforeseen fluctuations in trading volumes; competition from other exchanges or marketplaces; changes in trading systems commonly relied upon by market participants; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive products and pricing pressures; success of business and operating initiatives; failure to retain and attract qualified personnel; failure to implement strategies; whether internationally or in the places LSEG or any of its respective affiliated companies do business, or the merged group will do business are less favourable than expected; and/or conditions in the securities market are less favourable than expected and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking information.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking information as a prediction of actual results. Neither LSEG nor any of its affiliated companies undertakes any obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except to the extent legally required.