Result of Noteholder Meetings
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")
announce results of noteholders' meetings 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")
On 24 March 2026, LSEG plc announced invitations by each Issuer (each such invitation a "Consent Solicitation") to eligible holders of their relevant outstanding Notes to consent to the modification of the relevant 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 ("PVLBs"); 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.
Separate meetings (the "Meetings") of the holders of each Series (the "Noteholders") were held virtually earlier today, 16 April 2026, in connection with the Consent Solicitations, and LSEG plc now announces the results of the Meetings of each Issuer.
This announcement does not contain the full terms and conditions of the Consent Solicitations, which are contained in the Consent Solicitation Memorandum dated 24 March 2026 (the "Consent Solicitation Memorandum") prepared by the Issuers, which is available to Eligible Noteholders (as defined below) from the Information and Tabulation Agent (including on its Transaction Website via the link 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 |
Results of Meetings
NOTICE IS HEREBY GIVEN to:
(a) the holders of the 2030 Notes that (i) at the Meeting in respect of the 2030 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed by holders holding or representing in the aggregate 83.43 per cent. in principal amount of the 2030 Notes presently outstanding (out of a total of 417,172 votes cast, 417,172 votes (representing 100 per cent.) were cast by holders in favour of the Extraordinary Resolution[1]) and the Eligibility Condition was satisfied; (ii) the relevant Supplemental Trust Deed will be executed and delivered by LSEG plc and the Trustee, and the relevant Amended and Restated Final Terms will be executed by LSEG plc on 20 April 2026; and (iii) the modifications to the Conditions of, and the transaction documents for, the 2030 Notes described in the Consent Solicitation Memorandum will be implemented with effect from 20 April 2026;
(b) the holders of the 2028 Notes that (i) at the Meeting in respect of the 2028 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed by holders holding or representing in the aggregate 75.03 per cent. in principal amount of the 2028 Notes presently outstanding (out of a total of 303,270 votes cast, 300,110 votes (representing 98.96 per cent.) were cast by holders in favour of the Extraordinary Resolution[2]) and the Eligibility Condition was satisfied; (ii) the relevant Supplemental Trust Deed will be executed and delivered by LSEGF, LSEG plc and the Trustee, and the relevant Amended and Restated Final Terms will be executed by LSEGF and LSEG plc on 20 April 2026; and (iii) the modifications to the Conditions of, and the transaction documents for, the 2028 Notes described in the Consent Solicitation Memorandum will be implemented with effect from 20 April 2026; and
(c) the holders of the 2032 Notes that (i) at the Meeting in respect of the 2032 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed by holders holding or representing in the aggregate 88.57 per cent. in principal amount of the 2032 Notes presently outstanding (out of a total of 442,839 votes cast, 442,839 votes (representing 100 per cent.) were cast by holders in favour of the Extraordinary Resolution[3]) and the Eligibility Condition was satisfied; (ii) the relevant Supplemental Trust Deed will be executed and delivered by LSEGF, LSEG plc and the Trustee, and the relevant Amended and Restated Final Terms will be executed by LSEGF and LSEG plc on 20 April 2026; and (iii) the modifications to the Conditions of, and the transaction documents for, the 2032 Notes described in the Consent Solicitation Memorandum will be implemented with effect from 20 April 2026.
General
No consent or participation fee is payable in connection with the Consent Solicitations.
The Consent Solicitations were only made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations were only for distribution or made available to persons who were (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 were 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 have been lawfully communicated, falling within Article 49(2)(a) to (d) of the Order, and (iv) otherwise persons to whom the relevant Consent Solicitation could have been lawfully made and that may lawfully have participated 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 EEA 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.
Lloyds Bank Corporate Markets plc (Attention: Liability Management Group; Telephone: +44 20 7158 1726; Email: lbcmliabilitymanagement@lloydsbanking.com) acted as Solicitation Agent in connection with the Consent Solicitations.
Sodali & Co Limited (Telephone: +44 20 4513 6933; Email: lseg@investor.sodali.com) acted as the Information and Tabulation Agent in connection with the Consent Solicitations.
DISCLAIMER:
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.
[1] The 2030 Notes Eligible Noteholder votes in favour reflected 97.27 per cent. of the total votes received.
[2] The 2028 Notes Eligible Noteholder votes in favour reflected 98.36 per cent. of the total votes received.
[3] The 2032 Notes Eligible Noteholder votes in favour reflected 96.97 per cent. of the total votes received.
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