Off-market purchase of shares

London Stock Exchange Group PLC

01 May 2024

 

London Stock Exchange Group plc

FOR IMMEDIATE RELEASE

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

1 May 2024

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Variation of lock-up arrangements and off-market purchase of shares

London Stock Exchange Group plc ("LSEG" or the "Company") announces today that it has agreed with York Holdings III Limited ("York Holdings III") (an entity owned by BCP York Holdings (Delaware) L.P. (an entity owned by a consortium of certain investment funds affiliated with Blackstone Inc. and including an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd. and certain other co-investors) ("BCP York"), Thomson Reuters and certain other minority holders) (BCP York, together with York Holdings II Limited ("York Holdings II") and York Holdings III, the "Consortium" and York Holdings II and York Holdings III together, the "York Entities") to make an off-market purchase of 5,701,722 ordinary shares of 6^79/86 pence each in the Company from York Holdings III for a total consideration of approximately £500 million (the "Off-Market Purchase") pursuant to the terms of the amended contract entered into between the Company and the Consortium (the "Directed Buyback Contract") that was approved by the shareholders of the Company at its annual general meeting held on 25 April 2024.

The Off-Market Purchase is being made on a standalone basis and the purchase price payable by the Company is 8,769.28 pence per share (representing a 0.8 per cent. discount to the market price of the Company's ordinary shares as at the close of trading today), in accordance with the terms of the Directed Buyback Contract.  The Off-Market Purchase will complete the £1 billion of share buybacks the Company previously indicated it expected to execute during 2024.

In accordance with LR 9.6.17R of the Listing Rules, LSEG notes that it has agreed to a limited variation of the lock-up arrangements contained in the Relationship Agreement entered into on completion of the Refinitiv transaction to enable the sale of the ordinary shares by York Holdings III to be made in connection with the Off-Market Purchase.

The Consortium is a related party of the Company for the purposes of the Listing Rules of the Financial Conduct Authority (the "Listing Rules"). As a result of other purchases of LSEG shares by the Company from the York Entities made within the previous 12 months (including off-market purchases which the Company announced on 7 September 2023 and 6 March 2024 and in connection with the Company's on-market share buyback programme which completed on 10 July 2023) the Off-Market Purchase is classified as a smaller related party transaction under LR 11.1.10R of the Listing Rules. As a result, a sponsor's written confirmation has been obtained by the Company from Lazard & Co., Limited ("Lazard") pursuant to LR 11.1.10R(2)(b) in its capacity as the Company's sponsor stating that the terms of the Off-Market Purchase are fair and reasonable as far as the Company's shareholders are concerned.  In providing advice to the Directors of the Company, Lazard has taken into account the Directors' commercial assessments of the Transaction.

The Company will make a further announcement upon completion of the Off-Market Purchase.

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For further information, please contact:

London Stock Exchange Group plc
Lucie Holloway, Rhiannon Davies (Media)	[phone] [e-mail]
Peregrine Riviere (Investors)

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to LSEG (the "Company") and no one else in connection with the Off-Market Purchase and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Off-Market Purchase or any other matters referred to in this announcement or otherwise. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Off-Market Purchase, this announcement, any statement contained herein or otherwise.

 

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