REG - Morgan Stanley & Co. - PLACING LONDON STOCK EXCHANGE GROUP PLC

Stifel FinancialAnnouncement

08/03/2023 08:15

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RNS Number : 2728S  Morgan Stanley & Co. Int'l plc  08 March 2023

 PRICING 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.

PLACING OF 28.0 MILLION VOTING ORDINARY SHARES IN LONDON STOCK EXCHANGE GROUP
PLC ("LSEG" OR THE "COMPANY")

08 March 2023

Further to the announcement released on 07 March 2023, York Holdings II
Limited ("York Holdings II" or the "Seller") has sold an aggregate of
28,000,000 voting ordinary shares of 6(79)/(86) pence each in the capital of
the Company at a price of 7,150 pence per share (the "Placing Price") via a
placing to institutional investors (the "Placing") and a separate offer to
retail investors (the "Retail Offer") at the Placing Price. The Placing was
upsized from 23.0 million voting ordinary shares (as announced on 07 March
2023) to 28.0 million voting ordinary shares.

The aggregate gross sale proceeds raised through the Placing and the Retail
Offer are approximately £2.0 billion.

York Holdings II is an entity owned indirectly by BCP York Holdings (Delaware)
L.P. (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) and Thomson Reuters.

The Placing and the Retail Offer are being undertaken in compliance with 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"). As detailed in the Relationship Agreement,
as of 30 January 2023 the lock-up arrangements governing Blackstone and
Thomson Reuters' indirect shareholding in LSEG no longer apply to
approximately 66.1 million of the voting ordinary shares owned indirectly by
Blackstone and Thomson Reuters (in aggregate) which are free to be sold. The
remaining approximately 38.1 million voting ordinary shares owned indirectly
by Blackstone and Thomson Reuters not sold in the Placing or the Retail Offer
are subject to a 90 day lock-up, subject to customary exceptions and waiver by
the Joint Global Coordinators. The lock-up also contains an exception for
disposals of shares pursuant to share repurchases by the Company.

The Company is not party to the Placing or the Retail Offer and will not
receive any proceeds from the Placing or the Retail Offer.

The proceeds of the Placing and the Retail Offer are payable in cash on usual
settlement terms, and closing of the Placing and the Retail Offer is expected
to occur on a T+2 basis on 10 March 2023, subject to the satisfaction or
waiver of certain customary conditions.

Barclays Bank PLC ("Barclays"), Citigroup Global Markets Limited
("Citigroup"), Goldman Sachs International ("Goldman Sachs") and Morgan
Stanley & Co. International plc ("Morgan Stanley" and, together with
Barclays, Citigroup and Goldman Sachs, the "Joint Global Coordinators") are
acting as Joint Global Coordinators and Joint Bookrunners in connection with
the Placing.

For further information, please contact:

Barclays                                  +44
(0) 20 7623 2323

Citigroup                                +44
(0) 20 7500 5000

Goldman Sachs                       +44 (0) 20 7774 1000

Morgan Stanley                      +44 (0) 20 7425 8000

 

The table below sets out the names of other banks and their respective roles
in connection with the Placing (together with the Joint Global Coordinators,
the "Managers"). The Retail Offer was made via the PrimaryBid platform.

 Bank                                            Role
 BofA Securities                                 Co-Global Coordinator and Joint Bookrunner
 J.P. Morgan Securities plc                      Co-Global Coordinator and Joint Bookrunner
 Mizuho International plc                        Co-Global Coordinator and Joint Bookrunner
 RBC Europe Limited                              Joint Bookrunner
 Banco Santander, S.A.                           Joint Bookrunner
 BMO Capital Markets Limited                     Joint Bookrunner
 BNP PARIBAS                                     Joint Bookrunner
 Jefferies International Limited                 Joint Bookrunner
 TD Securities Inc.                              Joint Bookrunner
 Credit Suisse International                     Joint Bookrunner
 Deutsche Bank AG, London Branch                 Joint Bookrunner
 HSBC Bank plc                                   Joint Bookrunner
 UBS AG London Branch                            Joint Bookrunner
 Blackstone Capital Markets                      Co-Lead Manager
 Huatai Securities                               Co-Lead Manager
 IMI - Intesa Sanpaolo                           Co-Lead Manager
 Keefe, Bruyette & Woods - A Stifel Company      Co-Lead Manager
 Piper Sandler & Co.                             Co-Lead Manager
 UniCredit                                       Co-Lead Manager
 Wells Fargo Securities, LLC                     Co-Lead Manager

 

 

 

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 AND (3) ARE PERSONS TO WHOM AN OFFER OF THE PLACING 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 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
YORK HOLDINGS II, THE MANAGERS, 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 YORK HOLDINGS II AND THE MANAGERS 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 PLACING AND THE RETAIL OFFER. ANY INVESTMENT DECISION IN CONNECTION
WITH THE PLACING AND THE RETAIL OFFER 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 YORK HOLDINGS II AND THE
MANAGERS 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.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE PLACING
AND THE RETAIL OFFER. 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
PLACING AND THE RETAIL OFFER FOR THE ENTITY OR PERSON CONCERNED. 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 BANK PLC, CITIGROUP GLOBAL MARKETS LIMITED, GOLDMAN SACHS
INTERNATIONAL, MORGAN STANLEY & CO. INTERNATIONAL PLC, J.P. MORGAN
SECURITIES PLC, MERRILL LYNCH INTERNATIONAL, MIZUHO, HSBC BANK PLC AND RBC
EUROPE LIMITED IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY ("PRA")
AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY ("FCA")
AND THE PRA. EACH OF BMO CAPITAL MARKETS LIMITED, JEFFERIES INTERNATIONAL
LIMITED AND STIFEL NICOLAUS EUROPE LIMITED, WHICH ALSO TRADES UNDER THE NAME
KEEFE, BRUYETTE & WOODS, IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM
BY THE FCA. EACH OF BNP PARIBAS AND DEUTSCHE BANK AG IS AUTHORISED AND
REGULATED BY THE EUROPEAN CENTRAL BANK, AUTHORISED BY THE PRA AND IS SUBJECT
TO REGULATION BY THE FCA AND LIMITED REGULATION BY THE PRA. BNP PARIBAS IS
AUTHORISED AND REGULATED BY THE AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE
RÉSOLUTION. DEUTCHE BANK AG IS AUTHORISED AND REGULATED BY THE GERMAN FEDERAL
FINANCIAL SUPERVISORY AUTHORITY (BAFIN).

BLACKSTONE CAPITAL MARKETS, A CO-LEAD MANAGER, IS ALSO AN AFFILIATE OF
INVESTMENT FUNDS MANAGED BY BLACKSTONE THAT ARE INDIRECTLY INVESTED IN THE
SELLER.

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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