PROPOSED ALL SHARE ACQUISITION OF REFINITIV BY LONDON STOCK EXCHANGE GROUP PLC (“LSEG PLC”) APPROVED BY LSEG SHAREHOLDERS

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

Results of LSEG General Meeting
At the LSEG General Meeting held earlier today for LSEG Shareholders to consider the recommendation of the Board of LSEG plc 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 Shareholders approved both resolutions. The receipt of LSEG Shareholders’ approval marks an important milestone towards achieving completion.

Next Steps
In addition to approval by LSEG Shareholders, the Transaction is also conditional upon, among other things, the receipt of relevant antitrust and regulatory clearances and the relevant processes are underway.

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.

LSEG plc continues to make good progress on integration planning and the Transaction remains on track to close during the second half of 2020.

Resolutions
Full details of the resolutions passed are set out in the notice of the LSEG General Meeting contained in the circular published by LSEG plc on 6 November 2019 in connection with the Transaction (the “Circular”).

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed at the LSEG General Meeting will be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM as well as on LSEG plc’s website www.lseg.com/investor-relations.

Voting results of the LSEG General Meeting
The table below sets out the results of the poll at the LSEG General Meeting held today. Each LSEG Shareholder, present in person or by proxy, was entitled to one vote per LSEG Share held at the Voting Record Time.

 

FOR*

AGAINST

TOTAL

WITHHELD**

 

Number of Votes

% of Votes

Number of Votes

% of Votes

Number of
Votes

Number of
Votes

Ordinary resolution

Approval of the acquisition by LSEG plc of Refinitiv

275,490,693

99.27

2,019,069

0.73

277,509,762

10,878

Ordinary resolution

Authority to allot LSEG Shares in connection with the Transaction

275,457,572

99.26

2,051,489

0.74

277,509,061

11,579

*  Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “For” or “Against” the resolutions.

The number of LSEG Shares in issue at the Voting Record Time of 6.30 p.m. (London time) on 22 November 2019 was 350,671,521. LSEG plc holds 932,533 ordinary shares in treasury. Therefore, the total number of voting rights in LSEG plc at the Voting Record Time was 349,738,988.

Enquiries

For further information, please contact:

LSEG plc
Gavin Sullivan/ Lucie Holloway (Media) - +44 (0)20 7797 1222
Paul Froud (Investors) - +44 (0)20 7797 3322

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 does 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 plc 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 1934 (as amended).

Forward-looking statements
This announcement, 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 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, 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 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.

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.

Defined terms
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.

 

 

Disclaimer on potential acquisition of Refinitiv

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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.

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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.

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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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