LSEG - Publication of Circular and Notice of General Meeting

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

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY. A PROSPECTUS IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WILL BE PUBLISHED IN DUE COURSE


Further to LSEG plc’s announcement on 1 August 2019 that it had reached definitive terms with a consortium including certain investment funds affiliated with Blackstone, as well as Thomson Reuters, to acquire Refinitiv in an all share transaction for a total enterprise value of approximately US$27 billion (as at 1 August 2019) (the “Transaction”), LSEG plc announces that the Listing Transactions Department of the Financial Conduct Authority (the “FCA”) has today approved LSEG plc’s shareholder circular in relation to the Transaction (the “Circular”).

LSEG plc has published the Circular and will convene a general meeting of LSEG plc’s shareholders at 10.30 a.m. on 26 November 2019 at Butchers’ Hall, 87 Bartholomew Close, London EC1A 7EB (the “LSEG General Meeting”), to consider and approve the Transaction. A notice of the LSEG General Meeting is included in the Circular.

The Transaction is conditional upon the approval of LSEG plc’s shareholders. In order to approve the Transaction, LSEG plc’s shareholders who together represent a simple majority of the LSEG plc shares voted at the LSEG General Meeting (whether in person or by proxy) must vote to approve the resolutions put to the LSEG General Meeting.

The Transaction is also conditional upon, among other things, the receipt of relevant antitrust and regulatory clearances. Given the Transaction is classified as a Reverse Takeover of LSEG plc under the Listing Rules of the FCA, the Transaction is also conditional on the FCA and London Stock Exchange agreeing to re-admit LSEG plc’s enlarged voting ordinary share capital to the premium listing segment of the Official List and to trading on London Stock Exchange’s Main Market for listed securities (“Admission”). LSEG plc expects to publish a prospectus in relation to Admission shortly prior to completion of the Transaction, which is expected to occur during the second half of 2020.

The expected timetable of principal events in relation to the LSEG General Meeting is as follows:

Event

Expected time/date

Deadline for lodging Forms of Proxy/ CREST Proxy Instructions

10.30 a.m. on 22 November 2019

Voting Record Time

6.30 p.m. on 22 November 2019

LSEG General Meeting

10.30 a.m. on 26 November 2019

 

Availability of Circular

Copies of the Circular and certain other documents in relation to the Transaction are available for inspection on LSEG plc’s website at www.lseg.com/investor-relations   

The Circular and certain other documents in relation to the Transaction may also be inspected during usual business hours on any weekday (Saturdays, Sundays and public holidays in the UK excepted) at LSEG plc’s registered address at 10 Paternoster Square, London EC4M 7LS, or at the offices of Freshfields Bruckhaus Deringer LLP at the Northcliffe House entrance, 26-28 Tudor Street, London, EC4Y 0BQ, for a period beginning on today’s date until the date of the LSEG General Meeting, and at the LSEG General Meeting for a period beginning fifteen minutes before it commences, for the duration of the LSEG General Meeting.

A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

LSEG plc shareholders who have elected to receive printed shareholder documents will shortly receive, amongst other documents, a hard copy of the Circular. Other LSEG plc shareholders will be notified that the Circular is available online.

LSEG plc shareholders who have elected not to receive hard copies of LSEG plc shareholder communications may request a hard copy of the Circular and certain other documents in relation to the Transaction by writing to LSEG plc’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by calling Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh public holidays), on 0371 384 2544 from within the UK, or on +44 (0) 121 415 7047, if calling from outside the UK. Calls from outside the UK will be charged at the applicable international rate. Calls will be recorded and monitored for training and security purposes. Shareholders will need to provide their full name and the full address to which the hard copy of the documents should be sent.

Investor presentation

LSEG plc has made available an investor presentation on its website at: www.lseg.com/investor-relations

Enquiries

For further information, please contact:

London Stock Exchange Group plc

Gavin Sullivan, Lucie Holloway (Media)

Paul Froud (Investors)

+44 (0)20 7797 1222 /

+44 (0)20 7797 3322 newsroom@lseg.com

Goldman Sachs (Lead Financial Adviser to LSEG plc)

FX de Mallmann, Mark Sorrell, James Lucas, Charlie Lytle

+44 (0)20 7774 1000

Morgan Stanley (Lead Financial Adviser to LSEG plc)

Matthew Jarman, Mark Rawlinson, Vipin Chhajer, Ben Grindley

+44 (0)20 7425 8000

Robey Warshaw (Lead Financial Adviser to LSEG plc)

Simon Robey, Philip Apostolides

+44 (0)20 7317 3900

Barclays (Corporate Broker, Financial Adviser and Sponsor to LSEG plc)

Kunal Gandhi, Francesco Ceccato, Neal West, Ben Plant

+ 44 (0)20 7623 2323

RBC Capital Markets (Corporate Broker to LSEG plc)

Oliver Asplin Hearsey, Marcus Jackson

+44 (0)20 7653 4000

Teneo (Communications Adviser to LSEG plc)

Lucas van Praag, Philip Gawith, Doug Campbell

+44 (0)20 7420 3183

 

This announcement is made on behalf of LSEG plc by Lisa Condron, the Group Company Secretary of LSEG plc.

Further information

No offer of securities

This announcement and the Circular do not constitute or form part of any offer or invitation to purchase, acquire, 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 LSEG plc shares to be issued in connection with the Transaction. In particular, the LSEG shares to be issued in connection with the Transaction have not been and will not be registered under the US Securities Act of 1934 (as amended) and may not be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the US Securities Act of 1943 (as amended).

Neither this announcement nor the Circular is a prospectus and they have been prepared solely for the Transaction referred to in this announcement and in the Circular. A prospectus will be published by LSEG plc in connection with the Transaction in due course.

Important notices relating to financial advisers

Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to LSEG plc and no one else in connection with the Transaction and the matters set out in this announcement and the Circular. In connection with such matters, Goldman Sachs, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Transaction or the contents of this announcement or the Circular, or any matter referred to therein.

Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement and the Circular. In connection with such matters, Morgan Stanley, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or the Circular, or any matter referred to therein.

Robey Warshaw LLP (“Robey Warshaw”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement and the Circular, and will not be responsible to anyone other than LSEG plc for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or the Circular, or any matter referred to therein.

Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as sponsor, corporate broker and financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement and the Circular. Apart from the responsibilities and liabilities which may be imposed on Barclays under FSMA or the regulatory regime established thereunder, Barclays will not be responsible to anyone other than LSEG plc for providing the protections afforded to clients of Barclays nor for providing advice in relation to the contents of this announcement or the Circular, or any matter referred to therein.

RBC Europe Limited (trading as “RBC Capital Markets”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for LSEG plc and no one else in connection with the matters referred to in this announcement and the Circular, and will not be responsible to anyone other than LSEG plc for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the matters referred to in this announcement or the Circular.

Forward-looking statements

This announcement and the Circular (including information incorporated by reference into the Circular), 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 and the Circular include statements relating to the expected effects of the Transaction on LSEG plc 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 plc believes that the expectations reflected in such forward-looking statements are reasonable, LSEG plc 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, any matter referred to in Part II (Risk Factors), of the Circular, 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 plc 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 or the Circular 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 plc is under no obligation, and LSEG plc 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.

No profit forecasts or estimates

No statement in the Circular, or incorporated by reference into the Circular, is intended to be or is to be construed as a profit forecast or estimate for any period and no other statement in the Circular should be interpreted to mean that earnings or earnings per share for LSEG plc for the current or future financial years, or those of LSEG plc following completion of the Transaction, would necessarily match or exceed the historical published earnings or earnings per share for LSEG plc.

Quantified synergy benefits

Statements of identified synergies and estimated costs savings included in the Circular relate to future actions and circumstances which by their nature involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated cost savings referred to in the Circular may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Transaction conditions

Completion of the Transaction is subject to the satisfaction of a number of conditions as more fully described in the Circular. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.

Transmission of this announcement and the Circular

Neither this announcement, the Circular, nor any copy of either of them 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, the Circular 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 and the Circular have 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 or the Circular had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

Disclaimer on potential acquisition of Refinitiv

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.

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.

Overseas Persons

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.

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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.

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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.

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