.jpg)
Following the announcement on 9 March 2012 of London Stock Exchange Group Plc’s(“LSEG”) recommended cash offer for a majority stake in LCH.Clearnet Group Limited (“LCH.Clearnet”), LSEG and LCH.Clearnet announce that they have agreed to extend the longstop date of the transaction until 31 January 2013 in order to finalise the detailed terms of a revised offer.
As announced on 14 December 2012 and 19 December 2012, LSEG and LCH.Clearnet have discussed the implications of the recommendations from the European Securities and Markets Authority and the European Banking Authority, as recently adopted by the European Commission, and potential changes to the commercial terms of thetransaction. Following these discussions, LSEG and LCH.Clearnet confirm that they have provisionally agreed that LSEG will make a revised offer for a majority stake of up to 60% of LCH.Clearnet at a price of €15 per share acquired comprising:
(a)
€14 per share in cash payable by LSEG on completion of the transaction; plus
(b)
€1 per share in cash payable by LSEG on 30 September 2017 (subject to acceleration or delay in certain limited circumstances), which will be reduced as a result of any Relevant Claims as described in the offer documentation sent to shareholders in March 2012. This arrangement replaces the €1special dividend previously announced.
The provisionally agreed offer price is based on an assumption of a €300 million capital raise. The price is subject to adjustment depending on the precise quantum of the capital raise which LCH.Clearnet is currently discussing with regulators.
Subject to completion of the transaction, LSEG has agreed to participate in respect of its post transaction pro-rata share (expected to be approximately, but no more than, 60%) of the LCH.Clearnet capital raise, provided that continuing LCH.Clearnet shareholders commit to fund the balance of the capital raise.
The full terms and conditions of the transaction, together with its expected financial impact, will be set out in a definitive announcement of the revised offer should such an offer be made. However there can be no certainty that a revised offer will be made. Any revised offer would be subject to conditions including approval from the Financial Services Authority, LCH.Clearnet shareholder acceptances, LCH.Clearnet shareholder approval of the proposed changes to the articles of association and LSEG shareholder approval.
Further announcements will be made as necessary in due course.
