Publication of Prospectus and Board Appointments
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 PROSPECTUS IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.
9 December 2020
LONDON STOCK EXCHANGE GROUP PLC ("LSEG PLC")
PUBLICATION OF PROSPECTUS AND GROUP BOARD APPOINTMENTS
Publication of Prospectus
Further to its announcement on 1 August 2019 in relation to the proposed acquisition of Refinitiv by LSEG plc in an all share transaction for a total enterprise value of approximately US$27 billion (as at 1 August 2019) (the "Transaction") and its announcement on 26 November 2019 in relation to the approval of the Transaction by LSEG plc's shareholders ("LSEG Shareholders"), LSEG plc is pleased to announce that the Financial Conduct Authority (the "FCA") has today approved its prospectus (the "Prospectus") to be issued in connection with the admission to the premium listing segment of the Official List of the FCA and to trading on London Stock Exchange's main market for listed securities of all of the issued and to be issued voting ordinary shares of LSEG plc, including the voting ordinary shares to be issued as consideration in connection with the Transaction ("Admission"). LSEG plc has published the Prospectus and intends to re-apply for Admission as the Transaction constitutes a reverse takeover under the Listing Rules of the FCA.
The Group has received 16 merger control clearances to date and good progress has been made in relation to outstanding jurisdictions. All remaining merger control and regulatory approvals are expected to enable completion of the Transaction ("Completion") and Admission in Q1 2021.
Availability of the Prospectus
Copies of the Prospectus and certain other documents in relation to the Transaction are available for inspection on LSEG plc's website at www.lseg.com/investor-relations .
A copy of the Prospectus will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Group Board Appointments
LSEG plc is also pleased to announce that Martin Brand, Erin Brown and Douglas M. Steenland (the "Proposed Directors") will join the LSEG plc board (the "Board") as Non-Executive Directors, effective on Completion and Admission. The Proposed Directors will also be appointed to LSEG plc's Nomination Committee.
In accordance with the terms of the Transaction, the Refinitiv shareholders are entitled to nominate for appointment to the Board three Non-Executive Directors for so long as they hold at least 25 per cent. of the shares in LSEG plc. In accordance with the terms of the Transaction, Martin Brand and Douglas M. Steenland are being appointed to the Board as representatives of Blackstone and Erin Brown is being appointed to the Board as a representative of Thomson Reuters.
Martin Brand is a Senior Managing Director and serves as co-head of U.S. Acquisitions for Blackstone's Private Equity Group. Martin leads Blackstone's private equity investments in technology, media, telecom, and financial institutions. He also serves as a member of the investment committee of Blackstone's Tactical Opportunities funds. He is a director of Tradeweb Markets, Refinitiv Holdings Limited, Ultimate Kronos Group, Exeter Finance, IntraFi Network, and First Eagle.
Erin Brown has served in a number of senior executive roles at Thomson Reuters and is currently Head of Finance for the Thomson Reuters Corporates segment. Erin joined Thomson Reuters in 2011 and previously served as Treasurer, Vice President of Knowledge Solutions - Tax & Accounting, Vice President, Finance, and Vice President and Assistant Treasurer. Erin has been a director of Refinitiv Holdings Limited since September 2019.
Douglas M. Steenland has been a Senior Adviser to Blackstone Private Equity Group since 2009. Douglas served in a number of Northwest Airlines Corporation executive positions from 1991 including Chief Executive Officer from 2004 to 2008 and President from 2001 to 2004. Douglas is currently Chairman of American International Group, Inc. and a Director of Hilton Worldwide Holdings Inc. and American Airlines Group, Inc.
For full profiles of each of the Proposed Directors, please refer to Section A (Directors and LSEG Key Managers) of Part 9 (Directors, LSEG Key Managers and Corporate Governance) of the Prospectus.
Listing Rule 9.6.13R
The Proposed Directors hold or have held the following directorships in publicly quoted companies within the past five years:
|
Name |
Role |
Current Directorships |
Past Directorships |
|
Martin Brand |
Non-Executive Director |
Tradeweb Markets Inc. |
N/a. |
|
Douglas M. Steenland |
Non-Executive Director |
American International Group, Inc. Hilton Worldwide Holdings Inc. American Airlines Group, Inc.
|
Performance Food Group Company Travelport LLC |
Douglas M. Steenland was director (2001-2008) and Chief Executive Officer (2004-2008) of Northwest Airlines, Inc., which filed for Chapter 11 Bankruptcy on 14 September 2005. It emerged from Chapter 11 Bankruptcy on 31 May 2007.
There are no other matters which require disclosure under Listing Rule 9.6.13R.
Enquiries
For further information, please contact:
|
London Stock Exchange Group plc |
|
|
Lucie Holloway, Sarah Bailey (Media) |
+44 (0)20 7797 1222 +44 (0)20 7797 3322 |
|
Paul Froud (Investors) |
|
|
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 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, Financial Adviser and Sponsor 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.
Further information
Availability of Prospectus
LSEG Shareholders may request a hard copy of the Prospectus and/or any information incorporated into the Prospectus by reference to another source by contacting LSEG plc's registrar, Equiniti, at Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex, BN99 6DA, or between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh public holidays), on 0371 384 2544 from within the UK, or on +44 (0) 121 415 7047 if calling from outside the UK (calls from outside the UK will be charged at the applicable international rate), with the LSEG Shareholder's full name and the full address to which the hard copy may be sent.
No offer of securities
This announcement and the Prospectus do not constitute or form part of any offer or invitation to purchase, acquire, 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 LSEG plc shares to be issued in connection with the Transaction. In particular, the LSEG plc shares to be issued in connection with the Transaction have not been and will not be registered under the US Securities Act of 1934 (as amended) and may not be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the US Securities Act of 1934 (as amended).
Important notices relating to financial advisers
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 and the Prospectus. 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 the Prospectus, or any matter referred to therein.
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 to LSEG plc and no one else in connection with the matters set out in this announcement and the Prospectus. 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 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 the Prospectus, or any matter referred to therein.
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement and the Prospectus, 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 the Prospectus, or any matter referred to therein.
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 sponsor, corporate broker and financial adviser to LSEG plc and no one else in connection with the matters set out in this announcement and the Prospectus. Apart from the responsibilities and liabilities which may be imposed on Barclays under FSMA or the regulatory regime established thereunder, Barclays 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 the Prospectus, or any matter referred to therein.
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 for LSEG plc and no one else in connection with the matters referred to in this announcement and the Prospectus, and will not 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 in this announcement or the Prospectus.
Forward-looking statements
This announcement and the Prospectus (including information incorporated by reference into the Prospectus), oral statements made regarding the Transaction, LSEG plc, Refinitiv and following completion of the Transaction, the combined businesses of LSEG plc and Refinitiv, and other information published in connection therewith, contain statements which are, or may be deemed to be, "forward-looking statements".
Although LSEG plc believes that the expectations reflected in such forward-looking statements are reasonable, LSEG plc can give no assurance that such expectations will prove to be correct.
Transaction conditions
Completion of the Transaction is subject to the satisfaction of certain conditions as more fully described in the Prospectus. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.
Transmission of this announcement and the Prospectus
Neither this announcement, the Prospectus, nor any copy of either of them may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement, the Prospectus or other information referred to therein comes, should inform themselves about, and observe, any restrictions in such laws or regulations.
Compliance with laws
This announcement and the Prospectus have been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement or the Prospectus had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
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