LSE.L Regulatory News (LSE)

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26 November 2019

PROPOSED ALL SHARE ACQUISITION OF REFINITIV BY LONDON STOCK EXCHANGE GROUP PLC ("LSEG PLC") APPROVED BY LSEG SHAREHOLDERS

Results of LSEG General Meeting

At the LSEG General Meeting held earlier today for LSEG Shareholders to consider the recommendation of the Board of LSEG plc 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 Shareholders approved both resolutions. The receipt of LSEG Shareholders' approval marks an important milestone towards achieving completion.

Next Steps

In addition to approval by LSEG Shareholders, the Transaction is also conditional upon, among other things, the receipt of relevant antitrust and regulatory clearances and the relevant processes are underway.

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.

LSEG plc continues to make good progress on integration planning and the Transaction remains on track to close during the second half of 2020.

Resolutions

Full details of the resolutions passed are set out in the notice of the LSEG General Meeting contained in the circular published by LSEG plc on 6 November 2019 in connection with the Transaction (the "Circular").

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed at the LSEG General Meeting will be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM as well as on LSEG plc's website www.lseg.com/investor-relations.

Voting results of the LSEG General Meeting

The table below sets out the results of the poll at the LSEG General Meeting held today. Each LSEG Shareholder, present in person or by proxy, was entitled to one vote per LSEG Share held at the Voting Record Time.

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the resolutions.

The number of LSEG Shares in issue at the Voting Record Time of 6.30 p.m. (London time) on 22 November 2019 was 350,671,521. LSEG plc holds 932,533 ordinary shares in treasury. Therefore, the total number of voting rights in LSEG plc at the Voting Record Time was 349,738,988.

Enquiries

For further information, please contact:

This announcement is made on behalf of LSEG plc by Lisa Condron, the Group Company Secretary of LSEG plc.

Further information

No offer of securities

This announcement does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any LSEG plc shares to be issued in connection with the Transaction. In particular, the LSEG plc shares to be issued in connection with the Transaction have not been and will not be registered under the US Securities Act of 1934 (as amended) and may not be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the US Securities Act of 1934 (as amended).

Forward-looking statements

This announcement, oral statements made regarding the Transaction, and other information published in connection with the Transaction, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Transaction on LSEG plc and its group, the expected timing and scope of the Transaction and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Although LSEG plc believes that the expectations reflected in such forward-looking statements are reasonable, LSEG plc can give no assurance that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the conditions to the Transaction, as well as factors such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the political, social and regulatory framework, or in economic or technological trends or conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

None of LSEG plc or any of its associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules of the FCA), LSEG plc is under no obligation, and LSEG plc expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Transaction conditions

Completion of the Transaction is subject to the satisfaction of a number of conditions as more fully described in the Circular. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.

Defined terms

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.