REG - LondonStockExGroup LSEGA Financing PLC - Early Result of Tender Offer

London Stock ExchangeAnnouncement

13/03/2025 12:30

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RNS Number : 5959A  London Stock Exchange Group PLC  13 March 2025

March 13, 2025

LSEGA Financing plc announces early results of its tender offer

LSEGA Financing plc (the "Offeror") announces today the early results of its
previously announced tender offer (the "Offer") for its outstanding
U.S.$1,000,000,000 2.500% Notes due 2031 (the "Notes"), issued by the Offeror
and guaranteed by London Stock Exchange Group plc (the "Guarantor", and,
together with its subsidiaries, the "Group"). The terms and conditions of the
Offer are described in an offer to purchase dated February 27, 2025 (the
"Offer to Purchase"). Capitalized terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer to
Purchase.

The Early Tender Deadline for the Offer was 5:00 p.m. (New York City time) on
March 12, 2025.  Pursuant to the terms of the Offer, the deadline to withdraw
tendered Notes expired at the Early Tender Deadline and all Notes validly
tendered prior to the Early Tender Deadline may no longer be withdrawn. The
Offeror hereby announces that, as of the Early Tender Deadline, the aggregate
principal amount of Notes that had been validly tendered and not validly
withdrawn pursuant to the Offer (the "Early Tender Amount") was as set out in
the table below.

The Offeror hereby announces its intention to accept (subject to the
satisfaction or waiver of the conditions of the Offer), on the Early
Settlement Date, such Notes tendered at or prior to the Early Tender Deadline
in the amount equal to the Maximum Acceptance Amount, subject to the Scaling
Factor set out in the table below.

 Description of Notes (CUSIP/ISIN)                                               Principal Amount Outstanding  Early Tender Amount  Early Acceptance Amount  Scaling Factor  Principal Amount Outstanding after Acceptance

 US$1,000,000,000 2.500 per cent. Notes due 2031 issued by LSEGA Financing plc   US$1,000,000,000              US$341,129,000       US$250,000,000           71.6822%        US$750,000,000
 guaranteed by London Stock Exchange Group plc

 (Rule 144A: 50220P AD5/

 US50220PAD50

 Reg S:

 G5690P AD3/

 USG5690PAD36)

 

The Reference Yield, the Early Tender Offer Consideration and the Tender Offer
Consideration will be announced as soon as practicable after the Price
Determination Date of 10:00 a.m., New York City time on March 13, 2025, unless
extended by the Offeror.

Although the Offer will finally expire at 5:00 p.m. (New York City time) on
March 27, 2025, unless extended by the Offeror (such time and date, as the
same may be extended, the "Expiration Deadline"), as the aggregate principal
amount of Notes tendered at or prior to the Early Tender Deadline was greater
than the Maximum Acceptance Amount, no Notes tendered after the Early Tender
Deadline will be accepted for purchase.  Because the Offer was oversubscribed
as at the Early Tender Deadline, the Offeror intends to accept for purchase
Notes tendered at or prior to the Early Tender Deadline on a prorated basis.
If such proration and rounding down would result in Notes in a principal
amount of less than the Minimum Denomination being returned to a Noteholder,
then the Offeror will, in its sole and absolute discretion, either reject all
or purchase all of such Noteholder's validly tendered Notes. In no event shall
the principal amount returned to any Noteholder after the application of the
proration be less than the Minimum Denomination.

The settlement date for the Notes validly tendered on or prior to the Early
Tender Deadline and accepted for purchase by the Offeror is expected to be
March 17, 2025, unless extended by the Offeror (the "Early Settlement Date").
Noteholders whose Notes are accepted for purchase will also receive Accrued
Interest on such Notes.

Noteholders are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in the Offer.

Further information

Noteholders may access the Offer to Purchase at
https://www.gbsc-usa.com/LSEGA/ (https://www.gbsc-usa.com/LSEGA/) .

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers:

Dealer Managers

                                                 TD Securities (USA) LLC

                                               1 Vanderbilt Avenue, 11th Floor
 Morgan Stanley & Co. LLC
New York, New York 10017

 1585 Broadway, 6th Floor

 New York, New York 10036

 Attention: Global Debt Advisory Group           Attention: Liability Management

Telephone (Group Toll Free): +1 (866) 584-2096

Telephone (Collect): +1 (212) 827-2806
 Telephone (U.S. Toll Free): +1 (800) 624-1808
Email: LM@tdsecurities.com

 Telephone (Collect): +1 (212) 761-1057

 Email: debt_advisory@morganstanley.com

 

Questions and requests for assistance in connection with the tender of Notes
including requests for a copy of the Offer to Purchase may be directed to:

Information Agent:

 Global Bondholder Services Corporation

 65 Broadway - Suite 404

 New York, New York 10006

 Attention: Corporate Actions

 Bankers and Brokers call: +1 (212) 430-3774

 Toll free: +1 (855) 654-2015

 Website: https://www.gbsc-usa.com/LSEGA/ (https://www.gbsc-usa.com/LSEGA/)

 

Depositary Agent:

 Global Bondholder Services Corporation

 By facsimile (For Eligible Institutions only): +1 (212) 430-3775/3779

 Confirmation: +1 (212) 430-3774

 Email: contact@gbsc-usa.com (mailto:contact@gbsc-usa.com)

 

NOTICE AND DISCLAIMER

This press release is neither an offer to purchase, nor a solicitation of an
offer to sell the Notes or any other securities. The Offeror is making the
Offer only by, and pursuant to, the terms of the Offer to Purchase. The Offer
is not being made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. None of the Offeror, the Dealer Managers or
the Information & Depositary Agent is making any recommendation as to
whether Noteholders should tender or refrain from tendering their Notes in
response to the Offer or how much they should tender. Each Noteholder must
make his, her or its own decision as to whether to tender or refrain from
tendering Notes and, if a Noteholder determines to tender, as to how many
Notes to tender.

This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the contents of the Offer to
Purchase or the action it should take, it is recommended to seek its own
legal, accounting and financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer.

FORWARD-LOOKING INFORMATION

This announcement contains certain forward-looking statements that reflect the
Offeror's intent, beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will," "anticipate," or
words of similar meaning. These forward-looking statements are not guarantees
of any future performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which include,
without limitation, the risk factors set forth in the Offer to Purchase. The
Offeror cannot guarantee that any forward-looking statement will be realized,
although they believe they have been prudent in their respective plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. The Offeror undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances or to reflect the occurrence of unanticipated
events, except as required by applicable law.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an offer or an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such offer or invitation or for
there to be such participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the
Offer to Purchase comes are required by each of the Offeror, the Dealer
Managers and the Information & Depositary Agent to inform themselves about
and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 ("Financial Promotion Order")) or to persons who are within Article 43(2)
of the Financial Promotion Order or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order (such persons
together being the "Relevant Persons"). The Offer is only available to
Relevant Persons and the transactions contemplated in the Offer to Purchase
will be available only to, and engaged in only with, Relevant Persons, and
this communication, the Offer to Purchase and any other documents and/or
materials produced in connection with the Offer must not be relied or acted
upon by persons other than Relevant Persons.

Belgium

The Offer is not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a "Belgian Consumer") and the Offer to Purchase or any other
documents or materials relating to the Offer have not been and shall not be
distributed, directly or indirectly, in Belgium to Belgian Consumers.

France

The Offer is not being made, directly or indirectly, in the Republic of France
(other than to Qualified Investors (as defined below)). This announcement, the
Offer to Purchase and any other documents or offering material relating to the
Offer may not be distributed or caused to be distributed to the public in the
Republic of France (other than to Qualified Investors (as defined below)).
Only qualified investors (investisseurs qualifiés) as defined in, and in
accordance with, Article 2(e) of Regulation (EU) 2017/1129 ("Qualified
Investors"), are eligible to participate in the Offer. None of this
announcement, the Offer to Purchase or any other documents or materials
relating to the Offer have been or will be submitted for clearance to the
Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to applicable Italian laws and regulations. The
Offer is being carried out in the Republic of Italy ("Italy") as an exempted
offer pursuant to article 101- bis, paragraph 3-bis of the Legislative Decree
No. 58 of February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Noteholders, or beneficial owners of the Notes, that are located in
Italy can tender some or all of their Notes pursuant to the Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of February 15,
2018, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in connection
with the Notes or the Offer.

General

None of this announcement, the Offer to Purchase or the electronic
transmission thereof, constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer
will not be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer and either Dealer Manager or, where the context so requires,
any of their respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made on behalf of the
Offeror by such Dealer Manager or such affiliate, as the case may be, in such
jurisdiction.

 

Each Noteholder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offer" in the
Offer to Purchase. Any tender of Notes for purchase pursuant to the Offer from
a Noteholder that is unable to make these representations will not be
accepted.

 

Each of the Offeror, the Guarantor, the Dealer Managers and the Information
& Depositary Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a Noteholder
is correct and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not correct,
such tender or submission will not be accepted.

 

Please see the Offer to Purchase for certain other important information on
offer restrictions applicable to the Offer.

 

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