London Stock Exchange Group PLC Commencement of Share Buyback Programme (0117V)
05 August 2022 - 4:01PM
UK Regulatory
TIDMLSEG
RNS Number : 0117V
London Stock Exchange Group PLC
05 August 2022
5 August 2022
London Stock Exchange Group plc - Commencement of Share Buyback
Programme
London Stock Exchange Group plc (the "Company") announces today
that it will commence a share buyback programme to purchase voting
ordinary shares of 6(79) /(86) pence each in the Company ("Shares")
with an aggregate value of up to GBP750 million. This is expected
to be phased over multiple tranches over a period of up to 12
months, with the first tranche commencing today (the "Buyback").
The Buyback is being funded, in large part, using the proceeds of
the divestment of the BETA business, announced in March 2022 and
which completed on 1 July 2022.
In connection with the first tranche ("Tranche 1"), the Company
has entered into an irrevocable agreement with Goldman Sachs
International ("Goldman Sachs") in relation to the purchase of
Shares by Goldman Sachs, acting as principal and in accordance with
certain pre-set parameters. Under this agreement, the Company has
instructed Goldman Sachs to purchase Shares with a value of up to
GBP250 million. Purchases will commence immediately and will end no
later than 5 December 2022.
Goldman Sachs will make trading decisions in relation to Tranche
1 independently of, and uninfluenced by, the Company with regard to
the timing of the purchases of Shares. Any purchase of Shares by
Goldman Sachs contemplated by this announcement will be carried out
on the London Stock Exchange and/or on Turquoise Equities Trading.
Shares purchased by Goldman Sachs will be on-sold by Goldman Sachs
to the Company, and any purchases of Shares by the Company from
Goldman Sachs will be carried out on the London Stock Exchange,
with the Shares purchased by the Company being held in Treasury.
The purpose of the Buyback is to reduce the share capital of the
Company.
The Company intends to enter into similar arrangements with each
of Morgan Stanley and Citigroup with respect to the later tranches
of the Buyback. Further details on these tranches will be
communicated in due course.
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"), York Holdings II Limited
("Holdings II") and York Holdings III Limited ("Holdings III")
(entities owned indirectly by BCP York, Thomson Reuters and certain
other minority holders) (BCP York, Holdings II and Holdings III,
the "Consortium Shareholders" and together, the "Consortium"), have
notified the Company of their intention to participate in the
Buyback in line with one of the exceptions to the lock-up
provisions contained in the Relationship Agreement entered into
with, among others, the Consortium on 29 January 2021 in connection
with completion of the Refinitiv acquisition (the "Relationship
Agreement").
To enable the Consortium's participation in the Buyback in
accordance with the Relationship Agreement on a pro rata basis
according to the Consortium's aggregate economic interest in the
Company, arrangements have been entered into between Holdings II
and Goldman Sachs pursuant to which Holdings II has irrevocably
elected to participate in Tranche 1 of the Buyback, subject to
certain pricing parameters to be communicated by Holdings II to
Goldman Sachs from time to time. On days on which any such
parameters are met, Goldman Sachs will purchase, in aggregate,
33.7% of the Shares it intends to purchase in connection with
Tranche 1 of the Buyback from Holdings II at the same average price
at which Goldman Sachs has bought Shares from other market
participants that day.
As a result of similar arrangements expected to be entered into
with the Consortium with respect to later tranches of the Buyback,
those tranches of the Buyback may (to the extent Shares are
purchased from the Consortium) be classified as a smaller related
party transaction under LR 11.1.10R of the Listing Rules of the
Financial Conduct Authority (the "Listing Rules"). If that is the
case, in accordance with the Listing Rules, a sponsor's written
confirmation will be obtained stating that the arrangements with
the Consortium are fair and reasonable as far as the Company's
shareholders are concerned. No sponsor's written confirmation is
required with respect to the Consortium's participation in Tranche
1 as, due to its size, it does not classify as a smaller related
party transaction under the Listing Rules.
In accordance with Listing Rule 9.6.16R, the Company notes that
any disposals of Shares by the Consortium pursuant to the Buyback
will be in accordance with one of the exemptions allowed in the
lock-up provisions contained in the Relationship Agreement. Further
details of the Relationship Agreement can be found at pages 65-70
of the prospectus published by the Company dated 9 December 2020,
which is available on the Company's website at
https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv.
Due to the size of the Buyback and certain parameters agreed
with respect to its implementation, the Buyback will not result in
any member of the Consortium or any persons acting in concert with
them carrying 30 per cent. or more of the total voting rights in
the Company.
Any purchases under the Buyback shall take place in accordance
with (and subject to the limits prescribed by) the Company's
general authority to repurchase Shares granted by its shareholders
at the annual general meeting on 27 April 2022 (the "2022
Authority") and any further authority to repurchase Shares as may
be granted by its shareholders from time to time and Chapter 12 of
the Listing Rules. The maximum number of Shares that the Company is
authorised to purchase under the 2022 Authority is 55,814,730.
Purchases of Shares by Goldman Sachs shall take place in accordance
with the Market Abuse Regulation (EU) No 596/2014 (as in force in
the UK pursuant to the European Union (Withdrawal) Act 2018 and as
amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019)
and the Commission Delegated Regulation (EU) No 2016/1052 (as in
force in the UK pursuant to the European Union (Withdrawal) Act
2018 and as amended by the FCA's Technical Standards (Market Abuse
Regulation) (EU Exit) Instrument 2019).
The Company will make further regulatory announcements to
shareholders in respect of purchases of Shares under Tranche 1 as
they occur.
- Ends -
For further information, please contact:
London Stock Exchange Group
plc
Lucie Holloway, Rhiannon Davies +44 (0)20 7797 1222
(Media) ir@lseg.com
Paul Froud, Chris Turner (Investors)
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