Launch of Consent Solicitations
Summary by AI BETAClose X
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
London Stock Exchange Group plc
(incorporated with limited liability in England and Wales under registered number 05369106)
("LSEG plc")
announces consent solicitations in respect of the outstanding
£500,000,000 1.625 per cent. Notes due 2030 issued by LSEG plc (ISIN: XS2327297672) (the "2030 Notes")
£400,000,000 4.500 per cent. Guaranteed Notes due 19 October 2028 issued by LSEG Finance plc ("LSEGF" and together, with LSEG plc, the "Issuers" and each an "Issuer") and guaranteed by LSEG plc (ISIN: XS3182450372) (the "2028 Notes")
£500,000,000 4.875 per cent. Guaranteed Notes due 19 September 2032 issued by LSEGF and guaranteed by LSEG plc (ISIN: XS3182450539) (the "2032 Notes")
(each a "Series" and, together, the "Notes")
LSEG plc announces today each Issuer's invitations (each such invitation, a "Consent Solicitation") to the eligible holders of its relevant outstanding Notes to consent to the modification of the terms and conditions (the "Conditions") of the relevant Series and consequential or related amendments to the transaction documents for the relevant Series such that (i) the Specified Denominations of the relevant Series will be £1,000 and integral multiples of £1,000 in excess thereof; (ii) the relevant Final Terms in respect of the relevant Series will be updated to reflect that the Notes will be eligible for purchase by UK retail investors as they qualify as Plain Vanilla Listed Bonds; and (iii) investors may hold interests in the relevant Series through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) ("CREST") via the issuance of dematerialised depository interests ("CREST Depository Interests" or "CDIs"), issued, held, settled and transferred through CREST, representing interests in the relevant Notes underlying the CDIs, all as proposed by the relevant Issuer for approval by a separate extraordinary resolution of the holders of each Series (each an "Extraordinary Resolution"), and as further described in the Consent Solicitation Memorandum dated 24 March 2026 (the "Consent Solicitation Memorandum").
This announcement does not contain the full terms and conditions of the Consent Solicitations, which are contained in the Consent Solicitation Memorandum prepared by LSEG plc and LSEGF, which is available to Eligible Noteholders (as defined below) from the Information and Tabulation Agent (including on the website (the "Transaction Website") of the Information and Tabulation Agent (https://projects.sodali.com/lseg).
Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Consent Solicitation Memorandum.
Details of the Notes
|
Relevant Issuer |
Notes |
ISIN / Common Code |
Prevailing interest rate |
Maturity Date |
Outstanding principal amount |
||
|
LSEG plc |
2030 Notes |
XS2327297672 / 232729767 |
1.625 per cent. |
6 April 2030 |
£500,000,000 |
||
|
LSEGF |
2028 Notes |
XS3182450372/318245037 |
4.500 per cent. |
19 October 2028 |
£400,000,000 |
||
|
LSEGF |
2032 Notes |
XS3182450539/318245053 |
4.875 per cent. |
19 September 2032 |
£500,000,000 |
||
|
|
|
|
|||||
Notices of Meetings in respect of the Notes
Notices (each a "Notice") convening separate meetings (the "Meetings") of the holders of each Series (the "Noteholders"), to be held virtually on 16 April 2026 have been given to Noteholders in accordance with the relevant Conditions on the date of this announcement, including by way of release through the regulatory news service of the London Stock Exchange plc and by delivery to Euroclear Bank SA/NV and Clearstream Banking S.A. (the "Clearing Systems").
Each Issuer has determined that the Meetings will be held virtually rather than physically in person and, in accordance with the provisions of the Trust Deeds, has requested that the Trustee prescribe appropriate regulations regarding the holding of the virtual Meetings. Each Meeting will be held virtually using a platform hosted by the chairman of the relevant Meeting to allow attendees to participate electronically. Details for accessing the relevant Meeting will be made available to proxies who have been duly appointed under a block voting instruction and to holders of voting certificates, in each case issued in accordance with the procedures set out in the Consent Solicitation Memorandum. Any Noteholders who indicate to the Information and Tabulation Agent (the contact details for which are set out below) that they wish to participate virtually in, or otherwise be represented at, the relevant Meeting (rather than being represented by the Information and Tabulation Agent) will be provided with further details about attending the relevant Meeting.
Background and Rationale
On 19 January 2026, new rules implementing the Public Offers and Admissions to Trading Regulations (the "POATRs") took effect in the UK. The rules govern the offering of securities to the public and their admission to trading in the UK, replacing the EU-derived UK Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA) (the "UK Prospectus Regulation"). The new rules are intended to make it easier for companies to raise capital in the UK, promote wider participation in the capital markets by retail investors, and improve the relative competitiveness of UK regulation compared to other jurisdictions. As a result, UK-listed companies (and wholly owned subsidiaries of such UK-listed companies provided that the bonds are guaranteed by the UK-listed parent) may now offer bonds to both wholesale and UK retail investors in a single security with no increase in disclosure compared to the previous wholesale disclosure standard.
The sterling corporate bond market is a key source of long-term debt finance for LSEG plc and its subsidiaries, specifically LSEGF. The Notes described in this announcement and the Consent Solicitation Memorandum comprise all outstanding long-term sterling debt securities of the Issuers. The Notes were issued under the EU Prospectus Regulation (Regulation (EU) 2017/1129) and the UK Prospectus Regulation with minimum denominations of £100,000 and were not eligible for purchase by UK retail investors at the point of issuance.
The amendments outlined in the Noteholder Proposal in the Consent Solicitation Memorandum seek to (i) reduce the minimum denominations of each Series from £100,000 to £1,000, (ii) enable investors to hold interests in the relevant Series through CREST via the issuance of CDIs, and (iii) amend the relevant Final Terms for each Series to ensure that each Series is eligible for purchase by UK retail investors. These are the minimal changes required for the Notes to qualify as plain vanilla listed bonds ("PVLBs") under the POATRs, and to be recognised as Access Bonds ("ABs") by the London Stock Exchange, facilitating access to the Notes by UK retail investors in the secondary market.
For the Noteholders, the amendments may be expected to increase the liquidity of the Notes. As the amendments are purely administrative in nature, there will be no changes in cash flows for Noteholders that hold their respective Notes to maturity. For the Issuers, the amendments will facilitate access to the Notes by a new group of investors, which may increase the likelihood of their participation in any future PVLB or AB issuance by the Issuers. For both Noteholders and the Issuers, the amendments will demonstrate support for the aim of the UK Financial Conduct Authority to promote wider participation in the UK capital markets by UK retail investors.
Eligible Noteholders
This announcement, the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors, (iii) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; and (iv) otherwise persons to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons, "Eligible Noteholders").
For the purposes of this announcement and the Consent Solicitation Memorandum, a "retail investor" means (A) a person in the European Economic Area who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (B) a person in the UK who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Timetable
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitations:
|
Date/Time |
|
Action |
|
|
24 March 2026 |
1. |
Notice of the Meetings to be delivered to the Clearing Systems. Release of each Notice through the regulatory news service of the London Stock Exchange. |
|
|
|
Copies of the Consent Solicitation Memorandum and the Noteholder Information (as defined in the relevant Notice) to be available from the Information and Tabulation Agent (including on the Transaction Website: (https://projects.sodali.com/lseg). From this date, Noteholders may arrange for Notes in their accounts with Clearstream, Luxembourg and/or Euroclear to be blocked in such accounts and held to the order and under the control of the Principal Paying Agent in order to give valid Consent Instructions or Ineligible Holder Instructions to the Information and Tabulation Agent or to make other arrangements to attend or be represented (virtually) at the relevant Meeting. |
||
|
By 5.00 p.m. (London time) on 13 April 2026 |
2. |
Expiration Deadline. |
|
|
|
Final deadline for receipt by the Information and Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions, in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear, to be represented at the relevant Meeting. This will also be the deadline for making any other arrangements to attend or be represented (virtually) at the relevant Meeting. |
||
|
|
3. |
Final time by which Noteholders have given notice to the Information and Tabulation Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder Instructions previously given by them. |
|
|
From 10.00 a.m. (London time) on 16 April 2026 |
4. |
Noteholders' Meetings held virtually. The initial Meeting in respect of: (i) the 2030 Notes will commence at 10.00 a.m. (London time); (ii) the 2028 Notes will commence at 10.15 a.m. (London time) or after the completion of the 2030 Notes Meeting (whichever is later); and (iii) the 2032 Notes will commence at 10.30 a.m. (London time) or after the completion of the 2028 Notes Meeting (whichever is later). |
|
|
If the relevant Extraordinary Resolution is passed at the relevant Meeting: |
|||
|
As soon as reasonably practicable after the Meetings |
5. |
Announcement of the results of the Meetings and, if the relevant Extraordinary Resolution is passed, satisfaction (or not) of the Eligibility Condition. Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication to their account holders and an announcement released on the regulatory news service of the London Stock Exchange. |
|
|
As soon as reasonably practicable after the Meetings |
6. |
Implementation Date. In respect of each Series, if the relevant Extraordinary Resolution is passed at the relevant initial Meeting and the Eligibility Condition is satisfied, the relevant Supplemental Trust Deed will be executed and delivered by the relevant Issuer and the Trustee and the relevant Amended and Restated Final Terms will be executed by the relevant Issuer and, in the case of the 2028 Notes and the 2032 Notes, the Guarantor, and the modifications to the Conditions of such Series described in the Consent Solicitation Memorandum will be implemented with effect from the date (the "Implementation Date") on which such Supplemental Trust Deed and Amended and Restated Final Terms are executed (currently expected to be 20 April 2026). |
|
|
On or as soon as reasonably practicable after the Implementation Date |
7. |
Investors are able to hold interests in the Notes via CDIs. |
|
The above dates and times will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of (with respect to any Consent Solicitation) the relevant Issuer (where applicable) to extend, waive any condition (other than the relevant Consent Conditions) of, amend and/or terminate, such Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of each Extraordinary Resolution at the initial Meeting for the relevant Series. Accordingly, the actual timetable may differ significantly from the timetable below.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or to validly revoke their instruction to participate in, a Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Consent Instructions will be earlier than the relevant deadlines specified above.
If a quorum is not achieved at a Meeting or the quorum is achieved and the relevant Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be adjourned until a date not less than 13 clear days nor more than 42 clear days later. The adjourned Meeting of Noteholders for that Series will be held at a date as will be notified to the Noteholders in the notice of the adjourned Meeting in accordance with the terms of the relevant Trust Deed, such notice to be given at least 10 days (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be resumed) prior to the proposed adjourned Meeting. Any such notice of an adjourned Meeting will specify the quorum requirements which will apply when the relevant Meeting resumes and the anticipated Implementation Date for the relevant Series.
No consent or participation fee will be payable in connection with the Consent Solicitations.
Further details on the Consent Solicitations can be obtained from:
SOLICITATION AGENT
Lloyds Bank Corporate Markets plc
33 Old Broad Street
London EC2N 1HZ
United Kingdom
Attention: Liability Management Group
Tel: +44 20 7158 1726
Email: lbcmliability.management@lloydsbanking.com
Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:
INFORMATION AND TABULATION AGENT
|
Sodali & Co Limited |
|
The Leadenhall Building 122 Leadenhall Street London EC3V 4AB United Kingdom |
Tel: +44 20 4513 6933
Email: lseg@investor.sodali.com
Transaction Website: https://projects.sodali.com/lseg
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to any Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting (including any adjourned Meeting) at which the relevant Extraordinary Resolution is to be considered.
In accordance with normal practice, the Trustee, the Solicitation Agent, the Information and Tabulation Agent and the Principal Paying Agent have not been involved in the formulation of the Consent Solicitations, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions. None of the Trustee, the Information and Tabulation Agent, the Solicitation Agent, the Principal Paying Agent and any of their respective directors, officers, employees, agents, representatives or affiliates expresses any opinion on, nor makes any representations as to the merits of, the Consent Solicitations, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or any Extraordinary Resolution or the proposed amendments referred to in any Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
UK MiFIR product governance / professionals/ECPs-only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions. The Consent Solicitation Memorandum is addressed only to holders of the outstanding Notes who are persons to whom it is lawful to distribute it and solicit consents from under applicable laws and regulations ("relevant persons"). In particular, relevant persons include (a) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order. The Consent Solicitation Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
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