REG - LondonStockExGroup LSEGA Financing PLC - Tender Offer
27/02/2025 14:15
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RNS Number : 7595Y London Stock Exchange Group PLC 27 February 2025
February 27, 2025
LSEGA Financing plc announces cash tender offer for up to the Maximum
Acceptance Amount of its U.S.$1,000,000,000 2.500% Notes due 2031
LSEGA Financing plc (the "Offeror") announces today an offer to purchase up to
the Maximum Acceptance Amount (as the same may be increased or decreased at
the Offeror's sole discretion, subject to applicable law) of its
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"), for cash (the "Offer"). 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.
Noteholders are advised to read carefully the Offer to Purchase for full
details of, and information on the procedures for participating in, the Offer.
The following table sets forth certain information relating to the Offer.
Description of Notes CUSIP/ ISIN Principal Amount Outstanding Early Tender Premium((1)) Reference Security Bloomberg Reference Page/Screen Fixed Spread (basis points)((1)) Early Tender Offer Consideration((1)) Maximum Acceptance Amount
US$1,000,000,000 2.500 per cent. Notes due 2031 issued by LSEGA Financing plc Rule 144A: 50220P AD5/ US$1,000,000,000 US$50 per US1,000 4.000% US Treasury due February 28, 2030 FIT 1 60 To be determined as described in the Offer to Purchase US$250,000,000 in aggregate principal amount of the Notes (or such greater or
guaranteed by London Stock Exchange Group plc
lesser amount as the Offeror may determine in its sole and absolute
US50220PAD50 discretion)
Reg S:
G5690P AD3/
USG5690PAD36
(1) For the avoidance of doubt, the Early Tender Premium is already included
within the Early Tender Offer Consideration (which will be calculated using
the Fixed Spread over the Reference Yield as described in the Offer to
Purchase) and is not in addition to the Early Tender Offer Consideration. In
addition, Noteholders whose Notes are accepted for purchase will also receive
Accrued Interest on such Notes.
Purpose of the Offer
The Offeror is making the Offer to, amongst other things, proactively manage
the debt capital structure of the Group and to provide liquidity to
Noteholders.
Early Tender Offer Consideration and Tender Offer Consideration
Subject to the Maximum Acceptance Amount, on the Early Settlement Date,
Noteholders that validly tender their Notes (and do not validly withdraw such
Notes) at or before the Early Tender Deadline (provided such tender is
received by the Information & Depositary Agent at or prior to the Early
Tender Deadline), if the Offeror accepts the tender of such Notes, will
receive (subject to possible pro-rata scaling and the conditions described in
the Offer to Purchase) the Early Tender Offer Consideration calculated in
accordance with the formula described in the Offer to Purchase, and calculated
with reference to the Fixed Spread over the Reference Yield. For the avoidance
of doubt, the Early Tender Premium is already included within the Early Tender
Offer Consideration (when calculated in such manner) and is not in addition to
the Early Tender Offer Consideration.
Provided that the total aggregate principal amount of Notes validly tendered
and accepted for purchase by the Offeror as of the Early Tender Deadline is
lower than the Maximum Acceptance Amount, on the Final Settlement Date,
Noteholders that validly tender their Notes after the Early Tender Deadline
but at or before the Expiration Deadline (provided such tender is received by
the Information & Depositary Agent at or before the Expiration Deadline),
if the Offeror accepts the tender of such Notes, will receive (subject to
possible pro-rata scaling and the conditions described in the Offer to
Purchase) a cash consideration per US$1,000 principal amount of the Notes
equal to the Early Tender Offer Consideration minus Early Tender Premium (the
"Tender Offer Consideration").
In addition to the payment of the Early Tender Offer Consideration or the
Tender Offer Consideration, as the case may be, the Offeror will pay an amount
in respect of accrued and unpaid interest for all Notes validly tendered at or
before the Early Tender Deadline or the Expiration Deadline, as applicable,
and delivered and accepted for purchase by the Offeror pursuant to the Offer,
from and including the interest payment date for the Notes immediately
preceding the relevant Settlement Date to but excluding such Settlement Date.
Acceptance and Scaling
The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance
Amount. Accordingly, subject to satisfaction or waiver of the conditions set
out in the Offer to Purchase:
(a) If acceptance of the total aggregate principal amount of
Notes validly tendered as of the Early Tender Deadline would exceed the
Maximum Acceptance Amount, the Offeror intends to accept such Notes on a
pro-rata basis such that the total aggregate principal amount of such Notes
accepted for purchase is equal to the Maximum Acceptance Amount. In this
instance, any Notes tendered after the Early Tender Deadline will not be
accepted for purchase.
(b) If the total aggregate principal amount of Notes validly
tendered as of the Early Tender Deadline is less than the Maximum Acceptance
Amount and the total aggregate principal amount of Notes validly tendered
during the Late Tender Period would exceed the Remaining Acceptance Amount,
the Offeror intends to accept (i) all Notes validly tendered as of the Early
Tender Deadline in full; and (ii) the Notes validly tendered in the Late
Tender Period on a pro-rata basis such that the total aggregate principal
amount of Notes accepted for purchase by the Offeror is equal to the Maximum
Acceptance Amount.
(c) To the extent the total aggregate principal amount of
Notes validly tendered as of the Early Tender Deadline is less than the
Maximum Acceptance Amount and the total aggregate principal amount of Notes
validly tendered in the Late Tender Period is lower than the Remaining
Acceptance Amount, the Offeror intends to accept all Notes validly tendered in
full.
For more details on potential proration, please refer to the Offer to
Purchase.
Conditions of the Offer
The Offer is not conditioned on any minimum amount of Notes being tendered.
The Offeror's obligation to accept and pay for Notes in the Offer is, however,
subject to the satisfaction or waiver of the conditions described in "Terms
and Conditions of the Offer" of the Offer to Purchase. Subject to applicable
securities laws and the terms and conditions set forth in the Offer to
Purchase, the Offeror reserves the right, with respect to the Offer made by
it, (i) to waive or modify in whole or in part any and all conditions to the
Offer, (ii) to extend the Early Tender Deadline, the Expiration Deadline, any
Settlement Date and/or the deadline for exercise of Noteholders' withdrawal
rights, (iii) to modify or terminate the Offer or (iv) to otherwise amend the
Offer (including the Maximum Acceptance Amount) in any respect.
Unless stated otherwise or as required by applicable law, announcements in
connection with the Offer will be made by the delivery of notices to The
Depository Trust Company ("DTC") for communication to Direct Participants.
Announcements may also be made by the issue of an announcement or a press
release to one or more Notifying News Service(s) and/or by publication on the
website of the London Stock Exchange plc. Copies of all announcements, notices
and press releases will be available from the Information & Depositary
Agent. All documentation relating to the Offer, together with any updates,
will also be available on the Offer website (https://www.gbsc-usa.com/LSEGA/
(https://www.gbsc-usa.com/LSEGA/) ) operated by the Information &
Depositary Agent for the purpose of the Offer.
A tender of Notes for purchase pursuant to the Offer should be made by the
submission of a valid Tender Instruction prior to the Early Tender Deadline or
the Expiration Deadline, as applicable, as set out in the Offer to Purchase.
Indicative timetable
The following timetable sets out the expected dates and times of the key
events relating to the Offer. This is an indicative timetable and is subject
to change.
Indicative Timeline (New York City time)
Date Calendar Date and Time Event
Commencement of the Offer February 27, 2025 Offer announced. Offer to Purchase available from the Information &
Depositary Agent. Beginning of Offer period.
Early Tender Deadline 5:00 p.m., on March 12, 2025 Deadline for receipt by the Information & Depositary Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offer
and to be eligible to receive the Early Tender Offer Consideration and the
Accrued Interest Payment on the Early Settlement Date. Tender Instructions may
not be revoked after the Early Tender Deadline.
Announcement of Early Results As soon as reasonably practicable after the Early Tender Deadline (expected to The Offeror will announce (i) the aggregate principal amount of Notes
be March 13, 2025) validly tendered at or before the Early Tender Deadline; (ii) its decision
whether to accept valid tenders of such Notes for purchase pursuant to the
Offer and, if so, the aggregate principal amount of such Notes and (iii) the
Scaling Factor or the Remaining Acceptance Amount (as applicable), in
accordance with the methods set out in the Offer to Purchase.
Price Determination Date 10:00 a.m., on March 13, 2025 The Dealer Managers will calculate the Early Tender Offer Consideration for
the Notes in the manner described in the Offer to Purchase
Announcement of Pricing of Offer As soon as reasonably practicable after the Price Determination Date (expected Announcement of (i) the Reference Yield, (ii) the Early Tender Offer
to be March 13, 2025) Consideration, and (iii) the Tender Offer Consideration.
Early Settlement Date March 17, 2025 Subject to the satisfaction or waiver of the conditions to the Offer, expected
settlement date for Notes validly tendered at or before the Early Tender
Deadline and accepted for purchase pursuant to the Offer. Payment of Early
Tender Offer Consideration and the Accrued Interest Payment in respect of all
such Notes.
Expiration Deadline 5:00 p.m., on March 27, 2025 Deadline for receipt by the Information & Depositary Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offer
and to be eligible to receive the Tender Offer Consideration and the Accrued
Interest Payment on the Final Settlement Date.
Announcement of Final Results As soon as reasonably practicable after the Expiration Deadline (expected to Provided the total aggregate principal amount of Notes validly tendered and
be March 28, 2025) accepted for purchase by the Offeror as of the Early Tender Deadline is lower
than the Maximum Acceptance Amount and the conditions to the Offer having been
satisfied or waived, the Offeror will announce (i) its decision whether to
accept valid tenders of Notes for purchase pursuant to the Offer which have
been tendered after the Early Tender Deadline and, if so, the aggregate
principal amount of such Notes, (ii) the Scaling Factor (if applicable), and
(iii) the aggregate principal amount of Notes that will remain outstanding
following completion of the Offer.
Final Settlement Date March 31, 2025 Subject to the satisfaction or waiver of the conditions to the Offer, expected
settlement date for Notes validly tendered after the Early Tender Deadline
(but at or before the Expiration Deadline) and accepted for purchase pursuant
to the Offer. Payment of Tender Offer Consideration and the Accrued Interest
Payment in respect of all such Notes
The above dates and times are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offer, subject to
applicable securities laws and the terms set within the Offer to Purchase.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes as to when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (at or before the Early Tender Deadline)
revoke their instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and DTC for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.
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
Morgan Stanley & Co. LLC TD Securities (USA) LLC
1585 Broadway, 6th Floor 1 Vanderbilt Avenue, 11th Floor
New York, New York 10036 New York, New York 10017
Attention: Global Debt Advisory Group Attention: Liability Management
Telephone (U.S. Toll Free): +1 (800) 624-1808 Telephone (Group Toll Free): +1 (866) 584-2096
Telephone (Collect): +1 (212) 761-1057 Telephone (Collect): +1 (212) 827-2806
Email: debt_advisory@morganstanley.com Email: LM@tdsecurities.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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