REG - LondonStockExGroup LSEG Finance PLC - Result of Noteholder Meetings

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RNS Number : 7839A  London Stock Exchange Group PLC  16 April 2026

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
(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

(per annum)
 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  (#_ftn1) ) 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  (#_ftn2) ) 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  (#_ftn3) ) 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
(mailto: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 (mailto: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  (#_ftnref1) The 2030 Notes Eligible Noteholder votes in favour reflected
97.27 per cent. of the total votes received.

 2  (#_ftnref2) The 2028 Notes Eligible Noteholder votes in favour reflected
98.36 per cent. of the total votes received.

 3  (#_ftnref3) The 2032 Notes Eligible Noteholder votes in favour reflected
96.97 per cent. of the total votes received.

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