Further to the announcement on 28 January 2021, London Stock Exchange Group plc (“LSEG” or the “Company”) confirms that its all-share acquisition of Refinitiv (the “Transaction”) has now completed.
David Schwimmer, Chief Executive Officer, LSEG:
“Completion of the acquisition of Refinitiv marks an important milestone in LSEG’s history. I am delighted to welcome our new Board Directors, shareholders, executive management and all the new Refinitiv colleagues joining LSEG. This transformational transaction brings together two highly complementary global businesses with a shared commitment to an Open Access philosophy, working in partnership with customers. LSEG is focused on delivering the benefits of the transaction helping customers to access data, trading tools, analytics and risk management across the financial markets and at scale around the globe. LSEG is well positioned for long-term sustainable growth in a rapidly evolving landscape as a leading global financial markets infrastructure and data provider.”
Martin Brand, Senior Managing Director, Blackstone:
“LSEG’s combination with Refinitiv creates a global leader in financial data and infrastructure. We are excited to be a long term partner to LSEG as the company continues to grow and innovate.”
As announced on 28 January, LSEG Shares have now been issued to the Refinitiv Sellers in satisfaction of the consideration due under the terms of the Transaction. As a result of the Transaction, the Refinitiv Shareholders have acquired (taking into account the voting ordinary shares which are to be issued one month after completion of the Transaction as described below) an approximate 37 per cent. economic interest and 29 per cent. voting interest in LSEG. In addition, as described in the prospectus published on 9 December 2020 (the “Prospectus”), the appointment of Martin Brand, Erin Brown and Douglas M. Steenland to the LSEG Board has now taken effect.
LSEG also confirms, as described in the Prospectus, that admission of the entire enlarged voting ordinary share capital of LSEG (including the 112,254,597 voting ordinary shares issued to the Refinitiv Sellers), consisting of a total of 463,841,689 voting ordinary shares, to the premium segment of the Official List and to trading on London Stock Exchange’s Main Market took place this morning at 8:00am, 29 January 2021 (“Admission”). The 67,355,526 limited-voting ordinary shares issued to the Refinitiv Sellers will not be admitted to listing or trading on any market. As disclosed in the prospectus, LSEG notes that a further 24,615,845 voting ordinary shares will be issued to certain of the Refinitiv Sellers one month after completion of the Transaction.
Following Admission, LSEG confirms that its share capital consists of: (i) 463,841,689 ordinary shares of 6 79/86 pence each, which carry one vote each; and (ii) 67,355,526 limited-voting ordinary shares of 6 79/86 pence each, which carry one-tenth of a vote each. LSEG does not hold any shares in treasury. Therefore, the total number of voting rights in LSEG on 29 January 2021 is 470,577,242. The above figure of 470,577,242 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, LSEG under the FCA’s Disclosure Guidance and Transparency Rules.
As a result of the Transaction now having completed, the Relationship Agreement between the Company and the Refinitiv Sellers, a summary of the terms of which is set out in the Prospectus, is now in effect governing the relationship between the Company and the Refinitiv Sellers. The Relationship Agreement provides for Martin Brand, Erin Brown and Douglas M. Steenland to be appointed to the LSEG Board as referred to above. The Relationship Agreement also contains (among other matters) voting commitment, standstill and lock-up provisions as summarised in the Prospectus. In respect of the lock-up provisions contained in the Relationship Agreement, the Company and the Refinitiv Sellers have, in addition to the lock-up exceptions summarised in the Prospectus, agreed to vary the Relationship Agreement to permit the Refinitiv Sellers to sell a small number of LSEG Shares in order to enable certain persons with interests in Refinitiv, including UK resident members of Refinitiv management, to satisfy certain tax liabilities that they will incur in connection with completion of the Transaction.
Unless defined otherwise, capitalised terms in this announcement shall have the same meaning as in the Prospectus.