Notice of GM

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Regulatory News | 06 Nov, 2019

Updated : 15:11

RNS Number : 5318S
London Stock Exchange Group PLC
06 November 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY. A PROSPECTUS IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WILL BE PUBLISHED IN DUE COURSE

6 November 2019

LONDON STOCK EXCHANGE GROUP PLC ("LSEG plc")

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

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.rns.com.

 
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