London Stock Exchange Group plc (“LSEG plc”) announced on 9 October 2020 that it had agreed to sell its entire shareholding in London Stock Exchange Group Holding Italia S.p.A. (“LSEG Italia”) to Euronext N.V. (the “Transaction”). The Transaction constitutes a related party transaction for LSEG plc under the Listing Rules and is conditional upon, amongst other things, the approval of LSEG plc shareholders (“LSEG Shareholders”).
On 14 October 2020, LSEG plc published a shareholder circular in relation to the Transaction (the “Circular”) and has convened a general meeting of LSEG Shareholders for 10.30 a.m. on 3 November 2020 at 10 Paternoster Square, London EC4M 7LS (the “LSEG General Meeting”) to consider and approve the Transaction. The Circular includes confirmation from the LSEG plc Board (“the Board”(1)), having been so advised by Barclays, acting in its capacity as sponsor, that it considers the terms of the Transaction are fair and reasonable as far as LSEG Shareholders are concerned and a recommendation from the Board to vote in favour of the Transaction. The Board was also advised by Goldman Sachs, Morgan Stanley and Robey Warshaw.
Subsequent to the publication of the Circular, a conflict was identified in relation to Barclays’s role as sponsor. This conflict, which related to Barclays’s potential participation in the Euronext N.V. debt financing in connection with the Transaction, existed at the time of the fair and reasonable statement. In light of this the Board has obtained a new fair and reasonable opinion from another sponsor, Morgan Stanley.
Accordingly, the Board having been so advised by Morgan Stanley, acting in its capacity as sponsor, considers the terms of the Transaction to be fair and reasonable as far as LSEG Shareholders are concerned. In giving its advice, Morgan Stanley has taken account of the Board’s commercial assessment of the Transaction. The Board believes that the Transaction is in the best interests of LSEG Shareholders as a whole and recommends that LSEG Shareholders vote in favour of the Transaction.
