London Stock Exchange Group plc - Acceptance condition satisified for majority acquisition of LCH.Clearnet
On 7 March 2013, LCH.Clearnet Group Limited ("LCH.Clearnet") and London Stock Exchange Group plc ("LSEG") announced a revised recommended cash offer by London Stock Exchange (C) Limited, a wholly owned subsidiary of LSEG, for a majority stake in LCH.Clearnet. The full terms and conditions of the Revised Offer and the procedures for acceptance of the Revised Offer were described in the circular sent to LSEG Shareholders on 8 March 2013, and set out in full in the offer document sent to LCH.Clearnet Shareholders (the "Offer Document") on 11 March 2013.
LSEG is pleased to announce that it has received acceptances in respect of over 55.5 per cent. of the existing issued ordinary share capital of LCH.Clearnet and that the Acceptance Condition (as described in the Offer Document) has been satisfied. At Completion, taken together with LSEG’s current 2.3 per cent. shareholding in LCH.Clearnet, LSEG will hold 57.8 per cent. of the issued ordinary share capital of LCH.Clearnet, which is the maximum possible shareholding under the terms of the Revised Offer. Accordingly, pursuant to the terms of the Revised Offer, certain accepting LCH.Clearnet Shareholders will have their acceptances scaled back so that LSEG will hold no more than 57.8 per cent. of the existing issued ordinary share capital of LCH.Clearnet.
As previously announced, the LSEG General Meeting will be held at 11:00 am on 27 March 2013 at the offices of Freshfields Bruckhaus Deringer LLP at the Northcliffe House entrance, 26 – 28 Tudor Street, London, EC4Y 0BQ. The LCH.Clearnet General Meeting will be held at 9:00 am on 27 March 2013 at the offices of LCH.Clearnet Group Limited at Aldgate House, 33 Aldgate High Street, London, EC3N 1EA.
Although the Acceptance Condition has been satisfied, the Revised Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended to provide more time for remaining LCH.Clearnet Shareholders to participate in the Revised Offer and will remain open for further acceptances until 6.00 p.m. (London time) on 5 April 2013.
LCH.Clearnet Shareholders who have not yet accepted the Revised Offer are reminded to do so as soon as possible in order to participate in the Revised Offer and in any event to sign, complete and return the form of acceptance in accordance with the instructions set out therein and set out in the Offer Document, which must be received by the Receiving Agent by no later than 6.00 p.m. (London time) on 5 April 2013 in order to participate in the Revised Offer. The Receiving Agent's address is Aspect House, Lancing, West Sussex BN99 6DA.
Completion is expected in the second quarter of 2013.
A term used in this announcement and not otherwise defined has the meaning given to that term in the Offer Document.
For further information please contact:
London Stock Exchange Group
Victoria Brough/Lucie Holloway
(Media) +44 (0) 20 7797 1222
(Investor Relations) +44 (0) 20 7797 3322
Juliana Wheeler +44 (0) 20 7426 7638
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 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 to 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.
Further information on LCH.Clearnet can be found at: http://www.lchclearnet.com
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 described in this announcement or otherwise.