London Stock Exchange Group plc- Placing and Buy-Back of Shares

6 March 2024

Further to the announcement released on 5 March 2024, York Holdings II Limited (“York Holdings II“) and York Holdings III Limited (“York Holdings III” and together with York Holdings II, the “York Entities“) (being entities owned by BCP York Holdings (Delaware) L.P. (“BCP York“) (an entity owned by a consortium of certain investment funds affiliated with Blackstone Inc. (“Blackstone“) and including an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd. and certain other co-investors), Thomson Reuters and certain other minority holders) (BCP York and the York Entities together, the “Consortium“) have executed a monetisation in respect of approximately 21.5 million shares in LSEG, effected by way of a placing and a directed buyback as set out in further detail below.

The York Entities have sold an aggregate of approximately 15.9 million voting ordinary shares of 6⁷⁹/₈6 pence each (“Voting Shares“) in the capital of the Company (the “Sale Shares“) at a price of 8,980 pence per Voting Share (the “Placing Price“) via a placing to institutional investors (the “Placing“). 

The aggregate gross sale proceeds raised through the Placing are approximately £1.4 billion.

Further to the announcement of its preliminary results for the year ended 31 December 2023, including its plan to execute up to £1 billion of share buybacks during 2024, LSEG has separately made an off-market purchase of, in aggregate, approximately 5.6 million Voting Shares and limited-voting ordinary shares (“Limited-voting Ordinary Shares“) in the capital of LSEG (the “Off-market Purchase“). This Off-market Purchase has been executed in accordance with the terms of the directed buyback contract entered into by LSEG and the Consortium in May 2023, as approved by the shareholders of LSEG at the annual general meeting held on 27 April 2023.

LSEG is not party to the Placing and will not receive any proceeds from the Placing. 

The Placing and the Off-market Purchase are being undertaken in compliance with the Relationship Agreement (as amended and including a limited variation of the lock-up arrangements contained in the Relationship Agreement) (as defined in the Prospectus (see below)), a summary of the terms of which is set out in the prospectus published by LSEG on 9 December 2020 (the “Prospectus“). The amendments to the Relationship Agreement also permit the York Entities to sell call options over, in aggregate, up to 10 million additional Voting Shares (the “Call Option Shares“) (the “Call Option Transaction“) provided that such Call Option Transaction is entered into no later than 4 April 2024.

In addition to the outstanding lock-up arrangements with the Company contained in the amended Relationship Agreement, the remaining Voting Shares and Limited-voting Ordinary Shares owned by the York Entities are subject to a lock-up until after the Company publishes its trading statement for the first quarter of 2024 on a Regulatory Information Service, subject to customary exceptions and waiver by the Joint Global Coordinators (as defined below). The lock-up also contains exceptions for disposals of shares pursuant to share repurchases by the Company and pursuant to the terms of the Call Option Transaction. 

The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on a T+2 basis on 8 March 2024, subject to the satisfaction or waiver of certain customary conditions.

Barclays Bank PLC (“Barclays“), Merrill Lynch International (“BofA Securities“), Citigroup Global Markets Limited (“Citigroup“), Goldman Sachs International (“Goldman Sachs“), J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove“) and Morgan Stanley & Co. International plc (“Morgan Stanley“) (together, in such capacities, the “Joint Global Coordinators“) are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Placing.

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