London Stock Exchange Group PLC Update on Share Buyback Programme (4080T)
20 March 2023 - 6:00PM
UK Regulatory
TIDMLSEG
RNS Number : 4080T
London Stock Exchange Group PLC
20 March 2023
20 March 2023
London Stock Exchange Group plc - Update on Share Buyback
Programme
London Stock Exchange Group plc (the "Company") announces today
that it has entered into an irrevocable commitment with Citigroup
Global Markets Limited ("Citi") with respect to the third tranche
("Tranche 3") of the share buyback programme announced by the
Company on 5 August 2022 (the "Buyback"). The first tranche of the
Buyback managed by Goldman Sachs International ("Goldman Sachs")
completed on 5 October 2022 and the second tranche of the Buyback
managed by Morgan Stanley & Co. International Plc ("Morgan
Stanley") completed on 14 March 2023.
In connection with Tranche 3, the Company has instructed Citi
(acting as riskless principal and in accordance with certain
pre-set parameters) to purchase voting ordinary shares of 6 (79) /
(86) pence each in the Company ("Shares") with a value up to GBP250
million. Purchases will commence on 27 March 2023 and are expected
to end no later than 24 July 2023.
Citi will make trading decisions in relation to Tranche 3
independently of, and uninfluenced by, the Company with regard to
the timing of the purchases of Shares. Any purchase of Shares by
Citi contemplated by this announcement will be carried out on the
London Stock Exchange and/or on Turquoise Equities Trading. Shares
purchased by Citi will be on-sold by Citi to the Company, and any
purchases of Shares by the Company from Citi will be carried out on
the London Stock Exchange, with the Shares purchased by the Company
being held in Treasury. The arrangements between the Company and
Citi are subject to customary termination rights in favour of the
Company and Citi.
As noted in the Company's announcements of 5 August 2022 in
connection with the first tranche and 7 October 2022 in connection
with the second tranche, 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 continued 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 Citi pursuant to which Holdings II has irrevocably elected
to participate in Tranche 3 of the Buyback, subject to certain
pricing parameters to be communicated by Holdings II to Citi from
time to time. On days on which any such parameters are met, Citi
will purchase, in aggregate, 24.7% (or such other proportion that
corresponds to the Consortium's aggregate economic interest in the
Company at such time that Tranche 3 commences) of the Shares it
intends to purchase in connection with Tranche 3 of the Buyback
from Holdings II at the same average price at which Citi has bought
Shares from other market participants that day.
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 similar arrangements entered
into between Holdings II and Goldman Sachs with respect to the
first tranche of the Buyback and between Holdings II and Morgan
Stanley with respect to the second tranche of the Buyback, Tranche
3 is expected (to the extent Shares are purchased from Holdings II)
to be classified as a smaller related party transaction under LR
11.1.10R of the Listing Rules. A sponsor's written confirmation has
been obtained from Citi relating to Tranche 3 stating that the
arrangements with Holdings II are fair and reasonable as far as the
Company's shareholders are concerned.
In accordance with Listing Rule 9.6.16R, the Company notes that
any disposals of Shares by the Consortium pursuant to Tranche 3 of
the Buyback will continue to be made 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 (including in connection with
Tranche 3), 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 at the annual general meeting on 27
April 2023 (the "2023 Authority"). The maximum number of Shares
that the Company is authorised to purchase under the 2022 Authority
is 55,814,730. Purchases of Shares by Citi 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 (to the extent so applicable under the terms
of the Buyback) 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 Financial Conduct
Authority'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 3 as
they occur.
- Ends -
London Stock Exchange Group plc
Lucie Holloway, Rhiannon Davies
(Media)
+44 (0)20 7797 1222
Peregrine Riviere (Investors)
ir@lseg.com
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