Directorate ChangeSource: RNS
20 November 2020
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
London Stock Exchange Group plc ("LSEG plc") Directorate changes & outcome of Euronext vote
Earlier today, shareholders in Euronext N.V. ("Euronext") approved the proposed acquisition of London Stock Exchange Group Holdings Italia S.p.A. ("LSEG Italia") together with its subsidiaries the ("Borsa Italiana Group") (the "Transaction").
In preparation for the proposed divestment of the Borsa Italiana Group to Euronext, Raffaele Jerusalmi and Andrea Sironi have agreed that it is now appropriate for them to step down from the LSEG plc Board with immediate effect.
Don Robert, Chair, LSEG:
"On behalf of the Board, I would like to thank Raffaele and Andrea for the tremendous contributions they have made both to the Group's success in Italy and more broadly. Raffaele, in the last 10 years in his role as an Executive Director, has played a key role in the growth of the Group's Capital Markets business since the merger between Borsa Italiana and London Stock Exchange in 2007. Following his appointment to the Board in 2016, Andrea has provided valuable financial risk management and regulatory experience. We wish them both the very best for the future."
- Ends -
For further information, please contact:
Lucie Holloway, Rhiannon Davies (Media)
+44 (0)20 7797 1222
Paul Froud (Investors)
+44 (0)20 7797 3322
Teneo (Communications Adviser to LSEG plc)
Lucas van Praag, Philip Gawith, Doug Campbell
+44 (0)20 7420 3183
The following information is provided pursuant to section 430(2B) of the Companies Act 2006.
Mr Jerusalmi's employment by Borsa Italiana and LSEG Italia is unaffected by the termination of his LSEG directorship. As a consequence, no payments for loss of office will be made in connection with the cessation of his LSEG plc directorship.
Mr Jerusalmi will continue to receive his salary and contractual benefits from Borsa Italiana and LSEG Italia following the cessation of his directorship, on the terms described in LSEG's shareholder approved remuneration policy (the "Policy").
When Mr Jerusalmi leaves LSEG, upon completion of the proposed divestment of the Borsa Italiana Group to Euronext:
· Mr Jerusalmi (along with other employees leaving LSEG as a result of the divestment) will be treated as a 'good leaver' for the purposes of his interests in LSEG's share plans.
· Under the rules of LSEG's Long Term Incentive Plan ("LTIP"), LSEG's remuneration committee has discretion as to the timetable on which Mr Jerusalmi's outstanding LTIP awards will vest, as well as the application of any time pro-rating. A determination as to these matters will be made by the remuneration committee prior to completion of the proposed divestment. Further information on the treatment of the awards will be made available following such determination, in the 2020 Directors' Remuneration Report.
· Following vesting of Mr Jerusalmi's LTIP awards, the net resulting shares (after applicable withholdings) will be subject to a further two-year holding period, as set out in the Policy.
· Mr Jerusalmi will be entitled to an annual bonus for the 2020 financial year in the normal way. He will remain subject to LSEG's mandatory bonus deferral rules for any bonus awarded in respect of the 2020 financial year, and 50% will therefore be deferred into shares in accordance with the Policy.
· Mr Jerusalmi will be a good leaver in respect of any outstanding awards under LSEG's Deferred Bonus Plan ("DBP"). In accordance with the DBP rules and the Policy, those awards will vest, without time pro-rating, on their planned vesting date. Mr Jerusalmi currently holds DBP awards over 11,342 shares, granted in 2019 and 2020.
· Mr Jerusalmi will be subject, in accordance with the Policy, to a two-year post-employment shareholding requirement equivalent to three times his base salary as at the date of completion of the proposed divestment.
Mr Sironi will not receive any payment for loss of office in connection with the cessation of his LSEG plc directorship. He will continue to receive fees from Borsa Italiana and LSEG Italia in connection with his ongoing directorships of those entities.
This announcement is made on behalf of LSEG plc by Lisa Condron, the Group Company Secretary of LSEG plc.
No offer of securities
This announcement does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any LSEG plc shares.
This announcement, oral statements made regarding the Transaction, and other information published in connection with the Transaction, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected timing and scope of the Transaction and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.
Although LSEG plc believes that the expectations reflected in such forward-looking statements are reasonable, LSEG plc can give no assurance that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the conditions to the Transaction, as well as factors such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the political, social and regulatory framework, or in economic or technological trends or conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
None of LSEG plc or any of its associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules of the FCA), LSEG plc is under no obligation, and LSEG plc expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Completion of the Transaction is subject to the satisfaction of a number of conditions as more fully described in the Circular. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.