Off-market purchase of shares
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
7 September 2023
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Off-market purchase of shares
Further to its announcement on 6 September 2023, London Stock Exchange Group plc ("LSEG" or the "Company") today announces that it has agreed with 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, and the York Entities together, the "Consortium") to make an off-market purchase of 9,500,466 limited-voting ordinary shares of 679/86 pence each of the Company ("Limited-voting Ordinary Shares") in aggregate from the York Entities (the "Off-Market Purchase") pursuant to the terms of the 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 27 April 2023.
The Off-Market Purchase is being made in conjunction with a placing by the Consortium to institutional investors (the "Placing") the results of which have been announced by the Consortium today. The purchase price for the Off-Market Purchase payable by the Company is 7,894 pence per Limited-voting Ordinary Share and the total consideration for the Off-Market Purchase will be approximately £749,966,786. The Company will purchase 5,432,883 shares and 4,067,583 shares from York Holdings II and York Holdings III respectively. The Off-Market Purchase constitutes the entirety of the £750 million in aggregate that the Company had indicated it anticipated undertaking in its notice of annual general meeting on 24 March 2023.
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 York Holdings II made within the previous 12 months in connection with the Company's on-market share buyback programme (as first announced on 5 August 2022 and 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.
The Company will make a further announcement upon settlement of the Off-Market Purchase.
- Ends -
For further information, please contact:
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London Stock Exchange Group plc |
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Lucie Holloway, Rhiannon Davies (Media) |
+44 (0)20 7797 1222 ir@lseg.com |
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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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