REG - LondonStockExGroup - Off-market purchase of shares

London Stock ExchangeAnnouncement

06/03/2024 07:15

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RNS Number : 7857F  London Stock Exchange Group PLC  06 March 2024

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

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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
6(79/86) 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.

 

 

 

 

 

 

 

 

 

 

 

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