UPDATE RE CIRCULAR AND 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 WAS PUBLISHED ON 14 OCTOBER 2020.

LONDON STOCK EXCHANGE GROUP PLC (“LSEG PLC”)

UPDATE RE CIRCULAR AND GENERAL MEETING

London Stock Exchange Group plc (“LSEG plc”) announced on 9 October 2020 that it had agreed to sell its entire shareholding in London Stock Exchange Group Holding Italia S.p.A. (“LSEG Italia”) to Euronext N.V. (the “Transaction”). The Transaction constitutes a related party transaction for LSEG plc under the Listing Rules and is conditional upon, amongst other things, the approval of LSEG plc shareholders (“LSEG Shareholders”).

On 14 October 2020, LSEG plc published a shareholder circular in relation to the Transaction (the “Circular”) and has convened a general meeting of LSEG Shareholders for 10.30 a.m. on 3 November 2020 at 10 Paternoster Square, London EC4M 7LS (the “LSEG General Meeting”) to consider and approve the Transaction. The Circular includes confirmation from the LSEG plc Board (“the Board”(1)), having been so advised by Barclays, acting in its capacity as sponsor, that it considers the terms of the Transaction are fair and reasonable as far as LSEG Shareholders are concerned and a recommendation from the Board to vote in favour of the Transaction. The Board was also advised by Goldman Sachs, Morgan Stanley and Robey Warshaw.

Subsequent to the publication of the Circular, a conflict was identified in relation to Barclays’s role as sponsor. This conflict, which related to Barclays’s potential participation in the Euronext N.V. debt financing in connection with the Transaction, existed at the time of the fair and reasonable statement. In light of this the Board has obtained a new fair and reasonable opinion from another sponsor, Morgan Stanley.

Accordingly, the Board having been so advised by Morgan Stanley, acting in its capacity as sponsor, considers the terms of the Transaction to be fair and reasonable as far as LSEG Shareholders are concerned. In giving its advice, Morgan Stanley has taken account of the Board’s commercial assessment of the Transaction. The Board believes that the Transaction is in the best interests of LSEG Shareholders as a whole and recommends that LSEG Shareholders vote in favour of the Transaction.

For further information, please contact:

London Stock Exchange Group plc
Gavin Sullivan, Lucie Holloway (Media) +44 (0)20 7797 1222
Paul Froud (Investors) +44 (0)20 7797 3322

Goldman Sachs (Lead Financial Adviser to LSEG plc)
FX de Mallmann, Mark Sorrell, James Lucas +44 (0)20 7774 1000

Morgan Stanley (Lead Financial Adviser and Sponsor to LSEG plc)
Matthew Jarman, Vipin Chhajer, Duncan Williamson +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 and Financial Adviser to LSEG plc)
Andrew Tusa, Ben Plant, Hugh Moran + 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.

Notes:
(1) In this announcement (and in the Circular) “Board” means the board of directors of LSEG plc, provided that neither Mr Raffaele Jerusalmi or Professor Andrea Sironi took part in the consideration of the Transaction.

Important notices

This announcement does not constitute or form part of any offer, invitation to purchase, acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to purchase, acquire, subscribe for, sell, otherwise dispose of or issue any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.

This announcement has been prepared solely for the Transaction referred to in this announcement. A shareholder circular was published by LSEG plc in connection with the Transaction on 14 October 2020.

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. 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 any other matter referred to herein.

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 and sponsor to LSEG plc and no one else in connection with the matters set out in this announcement. 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, apart from any responsibilities and liabilities which may be imposed under FSMA or the regulatory regime established thereunder, 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 any other matter referred to herein.

Robey Warshaw LLP (Robey Warshaw), which is authorised and regulated by the Financial Conduct Authority is acting as lead financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement 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 any other matter referred to herein.

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 corporate broker and financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement and 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 any other matter referred to herein.

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 as corporate broker for LSEG plc and no one else in connection with the matters referred to in this announcement and will not, apart from any responsibilities and liabilities which may be imposed under FSMA or the regulatory regime established thereunder, 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 herein.

Completion of the Transaction is subject to the satisfaction of a number of conditions. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.

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.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

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.

None of LSEG 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 area of the website will actually occur. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Regulation Rules of the FCA), LSEG and its associates, directors, officers and advisers are under no obligation, and they expressly disclaim 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 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.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of LSEG (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, LSEG or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents included in this area of the website speak only at the specified date of the relevant document and neither the Responsible Persons, LSEG nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

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