London Stock Exchange Regulatory News (LSEG)

London Stock Exchange Group plc

FOR IMMEDIATE RELEASE

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

5 March 2024

***

Variation of lock-up arrangements

London Stock Exchange Group plc ("LSEG" or the "Company") notes the announcement by York Holdings II Limited ("York Holdings II") and York Holdings III Limited ("York Holdings III" and together with York Holdings II, the "York Entities") (entities owned by BCP York Holdings (Delaware) L.P. (an entity owned by a consortium of certain investment funds affiliated with Blackstone Inc. and including an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd. and certain other co-investors) ("BCP York"), Thomson Reuters and certain other minority holders) (BCP York and the York Entities together, the "Consortium") in relation to a proposed placing to institutional investors (the "Proposed Placing") and directed buyback in respect of, in aggregate, approximately 21.5 million shares in the Company (together, the "Transaction"). Further details are set out in the York Entities' announcement.

In accordance with LR 9.6.17R of the Listing Rules, LSEG notes that it has agreed to a limited variation of the lock-up arrangements contained in the Relationship Agreement entered into on completion of the Refinitiv transaction to enable the Transaction to be implemented. As a result of LSEG granting the lock-up waiver, the Consortium will be permitted to dispose of up to a further 4,000,000 shares approximately on a one-off basis (which the Consortium would otherwise be permitted to dispose of during the period following the fourth anniversary of completion of the Company's acquisition of the Refinitiv business on 29 January 2021 ("Completion") under the existing lock-up arrangements) (the "Further Shares"). The Further Shares may also be disposed of pursuant to the terms of the directed buyback contract entered into between the Company and the Consortium that was approved by the shareholders of the Company at its annual general meeting held on 27 April 2023. The amendments to the Relationship Agreement also permit the York Entities to sell call options over, in aggregate, up to 10,000,000 additional shares (the "Call Option Transaction") provided that such Call Option Transaction is entered into no later than 4 April 2024. Under the terms of the Relationship Agreement, the lock-up ceases to apply after 29 January 2025. Further details of the Relationship Agreement can be found at pages 65-70 of the prospectus published by the Company dated 9 December 2020, which is available on the Company's website at https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv.

Further to LSEG's announcement of its preliminary results for the year ended 31 December 2023, including LSEG's plan to execute up to £1 billion of share buybacks during 2024, LSEG has notified the York Entities of its intention to make an off-market purchase of, in aggregate, approximately £500m worth of ordinary voting shares and limited-voting ordinary shares from the York Entities in conjunction with the Proposed Placing, pursuant to the terms of the directed buyback contract entered into between the Company and the Consortium as approved by the shareholders of the Company at its annual general meeting held on 27 April 2023, subject to completion of the Proposed Placing. Further details will be communicated following announcement by the Consortium of the results of the Proposed Placing.

- Ends -

For further information, please contact: