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 March 2024
***
Off-market purchase of
shares
Further to its announcement on 5
March 2024, London Stock Exchange Group plc ("LSEG" or the "Company") today announces that it
has agreed with 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 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"), Thomson Reuters and certain
other minority holders) (BCP York and the York Entities together,
the "Consortium") to make an off-market
purchase of 162,651 voting ordinary shares and 5,444,527
limited-voting ordinary shares of 679/86 pence each 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 York Entities to
institutional investors (the "Placing") the results of which have
been announced by the York Entities today. The purchase price for
the Off-Market Purchase payable by the Company is 8,917 pence per
share and the total consideration for the Off-Market Purchase will
be approximately £500 million. The Company will purchase
162,651 ordinary voting shares and 1,789,260 limited-voting
ordinary shares from York Holdings II and 3,655,267 limited-voting
ordinary shares from York Holdings III. As previously indicated by
the Company, the Company expects to execute up to £1 billion of
share buybacks during 2024.
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 the York Entities made
within the previous 12 months (including the off-market purchase
which the Company announced on 7 September 2023 and in connection
with the Company's on-market share buyback programme 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:
London Stock Exchange Group plc
|
|
Lucie Holloway, Rhiannon Davies
(Media)
|
+44 (0)20
7797 1222
ir@lseg.com
|
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.