LSEGA Financing plc (the "Offeror") announces today the early results of its previously announced tender offer (the "Offer") for its outstanding U.S.$1,250,000,000 2.500% Notes due 2031 (the "Notes"), issued by the Offeror and guaranteed by London Stock Exchange Group plc (the "Guarantor", and, together with its subsidiaries, the "Group"). The terms and conditions of the Offer are described in an offer to purchase dated November 14, 2024 (the "Offer to Purchase"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
The Early Tender Deadline for the Offer was 5:00 p.m. (New York City time) on November 27, 2024. Pursuant to the terms of the Offer, the deadline to withdraw tendered Notes expired at the Early Tender Deadline and all Notes validly tendered prior to the Early Tender Deadline may no longer be withdrawn. The Offeror hereby announces that, as of the Early Tender Deadline, the aggregate principal amount of Notes that had been validly tendered and not validly withdrawn pursuant to the Offer (the "Early Tender Amount") was as set out in the table below.
The Offeror hereby announces its intention to accept (subject to the satisfaction or waiver of the conditions of the Offer), on the Early Settlement Date, such Notes tendered at or prior to the Early Tender Deadline in the amount equal to the Maximum Acceptance Amount, subject to the Scaling Factor set out in the table below.
|
Description of Notes (CUSIP/ISIN) |
Principal Amount Outstanding |
Early Tender Amount |
Early Acceptance Amount |
Scaling Factor |
Principal Amount Outstanding after Acceptance |
|
US$1,250,000,000 2.500 per cent. Notes due 2031 issued by LSEGA Financing plc guaranteed by London Stock Exchange Group plc (Rule 144A: 50220P AD5/ US50220PAD50 Reg S: G5690P AD3/ USG5690PAD36)
|
US$1,250,000,000 |
US$611,731,000 |
US$250,000,000 |
39.72979% |
US$1,000,000,000 |
The Reference Yield, the Early Tender Offer Consideration and the Tender Offer Consideration will be announced as soon as practicable after the Price Determination Date of 10:00 a.m., New York City time on November 29, 2024, unless extended by the Offeror.
Although the Offer will finally expire at 5:00 p.m. (New York City time) on December 13, 2024, unless extended by the Offeror (such time and date, as the same may be extended, the "Expiration Deadline"), as the aggregate principal amount of Notes tendered at or prior to the Early Tender Deadline was greater than the Maximum Acceptance Amount, no Notes tendered after the Early Tender Deadline will be accepted for purchase. Because the Offer was oversubscribed as at the Early Tender Deadline, the Offeror intends to accept for purchase Notes tendered at or prior to the Early Tender Deadline on a prorated basis. If such proration and rounding down would result in Notes in a principal amount of less than the Minimum Denomination being returned to a Noteholder, then the Offeror, in its sole and absolute discretion, intends to purchase all of such Noteholder's validly tendered Notes, without applying proration.
The settlement date for the Notes validly tendered on or prior to the Early Tender Deadline and accepted for purchase by the Offeror is expected to be December 3, 2024, unless extended by the Offeror (the "Early Settlement Date"). Noteholders whose Notes are accepted for purchase will also receive Accrued Interest on such Notes.
Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer.
