Update on Share Buyback ProgrammeSource: RNS
7 October 2022
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 Morgan Stanley & Co. International Plc ("Morgan Stanley") with respect to the second tranche ("Tranche 2") 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.
In connection with Tranche 2, the Company has instructed Morgan Stanley (acting as riskless principal and in accordance with certain pre-set parameters) to purchase voting ordinary shares of 679/86 pence each in the Company ("Shares") with a value up to £250 million. Purchases will commence on 1 December 2022 and are expected to end no later than 31 March 2023.
Morgan Stanley will make trading decisions in relation to Tranche 2 independently of, and uninfluenced by, the Company with regard to the timing of the purchases of Shares. Any purchase of Shares by Morgan Stanley contemplated by this announcement will be carried out on the London Stock Exchange and/or on Turquoise Equities Trading. Shares purchased by Morgan Stanley will be on-sold by Morgan Stanley to the Company, and any purchases of Shares by the Company from Morgan Stanley 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 Morgan Stanley are subject to customary termination rights in favour of the Company and Morgan Stanley.
The Company intends to enter into similar arrangements with respect to the final tranche of the Buyback. Further details will be communicated in due course.
As noted in the Company's announcement of 5 August, 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 Morgan Stanley pursuant to which Holdings II has irrevocably elected to participate in Tranche 2 of the Buyback, subject to certain pricing parameters to be communicated by Holdings II to Morgan Stanley from time to time. On days on which any such parameters are met, Morgan Stanley will purchase, in aggregate, 33.7% (or such other proportion that corresponds to the Consortium's aggregate economic interest in the Company at such time that Tranche 2 commences) of the Shares it intends to purchase in connection with Tranche 2 of the Buyback from Holdings II at the same average price at which Morgan Stanley 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, Tranche 2 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. As a result, in accordance with the Listing Rules, a sponsor's written confirmation has been obtained from Morgan Stanley relating to Tranche 2 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 2 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 2), 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 Morgan Stanley 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 2 as they occur.
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For further information, please contact:
London Stock Exchange Group plc
Lucie Holloway, Rhiannon Davies (Media)
+44 (0)20 7797 1222
Paul Froud, Chris Turner (Investors)
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