REG - J.P. Morgan Sec PLC LondonStockExGroup - PROPOSED SALE OF CALL OPTIONS IN LSEG PLC

London Stock ExchangeAnnouncement

11/03/2024 16:45

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RNS Number : 4052G  J.P. Morgan Securities PLC.  11 March 2024

LAUNCH PRESS RELEASE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM AN OFFER FOR SALE OF, OR THE SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PROPOSED SALE OF CALL OPTIONS IN RESPECT OF APPROXIMATELY 10 MILLION VOTING
ORDINARY SHARES OF 679/86 PENCE EACH ("VOTING SHARES") IN LONDON STOCK
EXCHANGE GROUP PLC ("LSEG" OR THE "COMPANY").

11 March 2024

Further to the announcements released on 5 March 2024 and 6 March 2024 (the
"Placing Announcements"), BCP York Holdings (Delaware) L.P. ("BCP York")
announces its intention to sell, indirectly, call options over, in aggregate,
approximately 10 million Voting Shares (the "Call Option Shares") (the "Call
Option Transaction") to Barclays Bank PLC ("Barclays"), Merrill Lynch
International ("BofA Securities"), Citigroup Global Markets Limited
("Citigroup"), Goldman Sachs International ("Goldman Sachs"), J.P. Morgan
Securities plc (which conducts its UK investment banking business as J.P.
Morgan Cazenove) ("J.P. Morgan Cazenove") and Morgan Stanley & Co.
International plc ("Morgan Stanley" and together with Barclays, BofA
Securities, Citigroup, J.P. Morgan Cazenove and Goldman Sachs in such
capacities, the "Call Option Counterparties"). The Call Option Shares
represent approximately a 1.9% economic and voting interest in the Company.
The Call Option Transaction will be entered into by York Holdings II Limited
("York Holdings II") and York Holdings III Limited ("York Holdings III" and
together with York Holdings II, the "York Entities"), being entities owned by
BCP York (an entity owned by a consortium of certain investment funds
affiliated with Blackstone Inc. ("Blackstone") and including an affiliate of
Canada Pension Plan Investment Board, an affiliate of GIC Special Investments
Pte. Ltd. and certain other co-investors), Thomson Reuters and certain other
minority holders. Thomson Reuters will not participate in the Call Option
Transaction.

In order to facilitate the Call Option Transaction, the Call Option
Counterparties intend to sell as principal, in aggregate, approximately 3.3
million Voting Shares (the "Delta Shares") to enable them to establish the
initial hedge for the Call Option Transaction, through a placing to
institutional investors (the "Delta Placing"). None of BCP York, the York
Entities or the Company are party to the Delta Placing or will receive any
proceeds from the Delta Placing.

The Call Option Transaction is being undertaken in compliance with: (i) the
Relationship Agreement (as amended and including a limited variation of the
lock-up arrangements with the Company (including as detailed in the Placing
Announcements) contained in the Relationship Agreement) (as defined in the
Prospectus (see below)), a summary of the terms of which is set out in the
prospectus published by LSEG on 9 December 2020 (the "Prospectus"); and (ii)
the lock-up of the Voting Shares and the limited-voting ordinary shares
("Limited-voting Ordinary Shares") held by the York Entities, as detailed in
the Placing Announcements. The York Entities currently hold, in aggregate,
approximately 17 million Voting Shares and approximately 15 million
Limited-voting Ordinary Shares representing, in aggregate, approximately a
6.0% economic interest and a 3.6% voting interest in the Company.

In addition to the outstanding lock-up arrangements with the Company contained
in the amended Relationship Agreement, the remaining Voting Shares and
Limited-voting Ordinary Shares owned by the York Entities will continue to be
subject to a lock-up until after the Company publishes its trading statement
for the first quarter of 2024 on a Regulatory Information Service, subject to
customary exceptions and waiver by the Joint Global Coordinators (as defined
in the Placing Announcements).

The price per Delta Share and the final number of Delta Shares to be placed
will be determined by way of an accelerated bookbuilding process to
institutional investors. The bookbuilding period will commence immediately
following this announcement, and may close at any time on short notice. The
results of the Delta Placing will be announced as soon as practicable
thereafter.

The Delta Shares rank pari passu in all respects with the Company's Voting
Shares.

For further information, please contact:

 Barclays              +44  (0) 20 7623 2323
 BofA Securities       +44  (0) 20 7628 1000
 Citigroup             +44  (0) 20 7500 5000
 Goldman Sachs         +44  (0) 20 7774 1000
 J.P. Morgan Cazenove  +44  (0) 20 7742 4000
 Morgan Stanley        +44  (0) 20 7425 8000

 

 IMPORTANT NOTICE

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE
EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF
SECURITIES IS TO BE MADE IN THE UNITED STATES AND NEITHER THIS ANNOUNCEMENT
NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
TAKING, TRANSMISSION OR DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,
AUSTRALIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

 

THIS ANNOUNCEMENT AND ANY OFFER OF SHARES IF MADE SUBSEQUENTLY ARE ONLY
ADDRESSED TO AND DIRECTED AT PERSONS (1) IN THE EEA WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION") AND (2) IN THE UNITED KINGDOM WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS
IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED WHO (A) 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, AS AMENDED (THE "ORDER") OR
(B) ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (3) ARE PERSONS TO WHOM AN OFFER OF THE DELTA SHARES MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT
PERSONS"). PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION ON
THE BASIS OF THIS ANNOUNCEMENT AND SHOULD NOT ACT OR RELY ON IT.

THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED WITHIN THE UNITED STATES
ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON RULE 144A UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND OUTSIDE THE
UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, SUBJECT TO
PREVAILING MARKET AND OTHER CONDITIONS. THERE IS NO ASSURANCE THAT THE DELTA
PLACING WILL BE COMPLETED, OR IF COMPLETED, AS TO THE TERMS ON WHICH IT IS
COMPLETED. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES WITHOUT REGISTRATION THEREUNDER OR UNLESS PURSUANT TO AN
AVAILABLE EXEMPTION THEREFROM. NEITHER THIS DOCUMENT NOR THE INFORMATION
CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE WILL
BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL IT CONSTITUTE AN
OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A
PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO
OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. THE
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES
IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
BCP YORK, YORK HOLDINGS II, YORK HOLDINGS III, THE CALL OPTION COUNTERPARTIES,
OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO,
PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY JURISDICTION OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE
IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY BCP YORK, YORK HOLDINGS II, YORK HOLDINGS III AND THE CALL OPTION
COUNTERPARTIES TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE
RESTRICTIONS.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION
WITH THE DELTA PLACING. ANY INVESTMENT DECISION IN CONNECTION WITH THE DELTA
PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION
RELATING TO THE COMPANY AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN
INDEPENDENTLY VERIFIED AND BLACKSTONE, THOMSON REUTERS, YORK HOLDINGS II, YORK
HOLDINGS III, BCP YORK AND THE CALL OPTION COUNTERPARTIES ARE NOT RESPONSIBLE,
AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR SUCH INFORMATION. THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT
PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSES
WHATSOEVER ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON ITS
ACCURACY OR COMPLETENESS.

IN CONNECTION WITH THE DELTA PLACING, THE CALL OPTION COUNTERPARTIES AND ANY
OF THEIR AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNT MAY TAKE UP AS A
PROPRIETARY POSITION ANY VOTING SHARES AND IN THAT CAPACITY MAY RETAIN,
PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH VOTING SHARES. IN ADDITION, THE
CALL OPTION COUNTERPARTIES OR THEIR AFFILIATES MAY ENTER INTO FINANCING
ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE CALL OPTION
COUNTERPARTIES (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR
DISPOSE OF VOTING SHARES. CERTAIN OF THE CALL OPTION COUNTERPARTIES AND ANY OF
THEIR AFFILIATES HAVE ENTERED INTO, AND MAY ALSO IN THE FUTURE ENTER INTO, FOR
THEIR OWN ACCOUNT, FINANCING ARRANGEMENTS WITH BCP YORK AND/OR ITS AFFILIATES.
THE CALL OPTION COUNTERPARTIES DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY
SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR
REGULATORY OBLIGATION TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE DELTA
PLACING. THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO
DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE.
ACQUIRING SHARES TO WHICH THIS ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO
A SIGNIFICANT RISK OF LOSING ALL OF THE AMOUNT INVESTED. POTENTIAL INVESTORS
SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE DELTA
PLACING FOR THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT
REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE DELTA
PLACING AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE DELTA PLACING
WILL PROCEED. THE CALL OPTION COUNTERPARTIES RESERVE THE RIGHT NOT TO PROCEED
WITH THE DELTA PLACING OR TO VARY THE TERMS OF THE DELTA PLACING IN ANY WAY.

 

CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT HAVE BEEN SUBJECT TO ROUNDING
ADJUSTMENTS. ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM OR PERCENTAGE CHANGE
OF THE NUMBERS CONTAINED IN THIS ANNOUNCEMENT MAY NOT CONFORM EXACTLY WITH THE
TOTAL FIGURE GIVEN.

 

EACH OF BARCLAYS, BOFA SECURITIES, CITIGROUP, GOLDMAN SACHS, J.P. MORGAN
CAZENOVE, AND MORGAN STANLEY IS AUTHORISED BY THE PRUDENTIAL REGULATION
AUTHORITY ("PRA") AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT
AUTHORITY ("FCA") AND THE PRA.

 

THE CALL OPTION COUNTERPARTIES ARE ACTING AS PRINCIPAL IN CONNECTION WITH THE
DELTA PLACING AND FOR NO ONE ELSE, AND WILL NEITHER BE RESPONSIBLE TO ANYONE
FOR PROVIDING THE PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING ADVICE IN
RELATION TO THE DELTA SHARES OR THE DELTA PLACING, THE CONTENTS OF THIS
ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN
THIS ANNOUNCEMENT.

 

 

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE,
FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED
BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "INTENDS",
"EXPECTS", "WILL", OR "MAY", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER
VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS,
OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING
STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS AND INCLUDE
STATEMENTS REGARDING INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS. NO
ASSURANCES CAN BE GIVEN THAT THE FORWARD-LOOKING STATEMENTS IN THIS
ANNOUNCEMENT WILL BE REALISED. AS A RESULT, NO UNDUE RELIANCE SHOULD BE PLACED
ON THESE FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL EVENTS OR
OTHERWISE.

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