Further to LSEG plc’s announcement on 1 August 2019 that it had reached definitive terms with a consortium including certain investment funds affiliated with Blackstone, as well as Thomson Reuters, to acquire Refinitiv in an all share transaction for a total enterprise value of approximately US$27 billion (as at 1 August 2019) (the “Transaction”), LSEG plc announces that the Listing Transactions Department of the Financial Conduct Authority (the “FCA”) has today approved LSEG plc’s shareholder circular in relation to the Transaction (the “Circular”).
LSEG plc has published the Circular and will convene a general meeting of LSEG plc’s shareholders at 10.30 a.m. on 26 November 2019 at Butchers’ Hall, 87 Bartholomew Close, London EC1A 7EB (the “LSEG General Meeting”), to consider and approve the Transaction. A notice of the LSEG General Meeting is included in the Circular.
The Transaction is conditional upon the approval of LSEG plc’s shareholders. In order to approve the Transaction, LSEG plc’s shareholders who together represent a simple majority of the LSEG plc shares voted at the LSEG General Meeting (whether in person or by proxy) must vote to approve the resolutions put to the LSEG General Meeting.
The Transaction is also conditional upon, among other things, the receipt of relevant antitrust and regulatory clearances. Given the Transaction is classified as a Reverse Takeover of LSEG plc under the Listing Rules of the FCA, the Transaction is also conditional on the FCA and London Stock Exchange agreeing to re-admit LSEG plc’s enlarged voting ordinary share capital to the premium listing segment of the Official List and to trading on London Stock Exchange’s Main Market for listed securities (“Admission”). LSEG plc expects to publish a prospectus in relation to Admission shortly prior to completion of the Transaction, which is expected to occur during the second half of 2020.
The expected timetable of principal events in relation to the LSEG General Meeting is as follows:
|
Event |
Expected time/date |
|
Deadline for lodging Forms of Proxy/ CREST Proxy Instructions |
10.30 a.m. on 22 November 2019 |
|
Voting Record Time |
6.30 p.m. on 22 November 2019 |
|
LSEG General Meeting |
10.30 a.m. on 26 November 2019 |
Availability of Circular
Copies of the Circular and certain other documents in relation to the Transaction are available for inspection on LSEG plc’s website at www.lseg.com/investor-relations
The Circular and certain other documents in relation to the Transaction may also be inspected during usual business hours on any weekday (Saturdays, Sundays and public holidays in the UK excepted) at LSEG plc’s registered address at 10 Paternoster Square, London EC4M 7LS, or at the offices of Freshfields Bruckhaus Deringer LLP at the Northcliffe House entrance, 26-28 Tudor Street, London, EC4Y 0BQ, for a period beginning on today’s date until the date of the LSEG General Meeting, and at the LSEG General Meeting for a period beginning fifteen minutes before it commences, for the duration of the LSEG General Meeting.
A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
LSEG plc shareholders who have elected to receive printed shareholder documents will shortly receive, amongst other documents, a hard copy of the Circular. Other LSEG plc shareholders will be notified that the Circular is available online.
LSEG plc shareholders who have elected not to receive hard copies of LSEG plc shareholder communications may request a hard copy of the Circular and certain other documents in relation to the Transaction by writing to LSEG plc’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or by calling Equiniti between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh public holidays), on 0371 384 2544 from within the UK, or on +44 (0) 121 415 7047, if calling from outside the UK. Calls from outside the UK will be charged at the applicable international rate. Calls will be recorded and monitored for training and security purposes. Shareholders will need to provide their full name and the full address to which the hard copy of the documents should be sent.
Investor presentation
LSEG plc has made available an investor presentation on its website at: www.lseg.com/investor-relations
