Variation of lock-up arrangements

London Stock Exchange Group PLC

06 September 2023

 

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

6 September 2023

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Variation of lock-up arrangements

London Stock Exchange Group plc ("LSEG" or the "Company") notes the announcement 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"), York Holdings II Limited ("York Holdings II") and York Holdings III Limited ("York Holdings III" and together with York Holdings II, the "York Entities")) (entities owned by BCP York, Thomson Reuters and certain other minority holders) (BCP York, York Holdings II and York Holdings III together, the "Consortium") in relation to a proposed placing to institutional investors (the "Proposed Placing"), directed buyback and concurrent sale of call options in respect of, in aggregate, approximately 43,100,000 shares in the Company (together, the "Transaction"). Further details are set out in the Consortium's announcement.

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 Transaction to be implemented. As a result of LSEG granting the lock-up waiver, the Consortium will be permitted to dispose of up to a further 38,000,000 shares on a one-off basis (which the Consortium would otherwise be permitted to dispose of during the period from the third anniversary of completion of the Company's acquisition of the Refinitiv business on 29 January 2021 ("Completion") to the fourth anniversary of Completion under the existing lock-up arrangements) (the "Further Shares"), up to 10,000,000 of which may be used for covered call options, in connection with the Transaction in addition to the one third of the consideration shares which the Consortium was permitted to dispose of during the period from the second anniversary of Completion to the third anniversary of Completion under the existing lock-up arrangements. The Further Shares may also be disposed of pursuant to the terms of the directed buyback contract entered into between the Company and the Consortium that was approved by the shareholders of the Company at its annual general meeting held on 27 April 2023.  Under the terms of the Relationship Agreement, the lock-up ceases to apply after 29 January 2025. Further details of the Relationship Agreement can be found at pages 65-70 of the prospectus published by the Company dated 9 December 2020, which is available on the Company's website at https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv.

LSEG has notified the York Entities of its intention to make an off-market purchase of approximately £750m worth of limited-voting ordinary shares from the Consortium in conjunction with the Proposed Placing, pursuant to the terms of the directed buyback contract entered into between the Company and the Consortium as approved by the shareholders of the Company at its annual general meeting held on 27 April 2023, subject to completion of the Proposed Placing. Further details will be communicated following announcement by the Consortium of the results of the Proposed Placing.

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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)

 

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