11.26.2019

LSEG Wins Shareholder Approval For Refinitiv Acquisition

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.
Ordinary resolution

Approval of the acquisition by LSEG plc of Refinitiv      

FOR*
No. Votes        % Votes

275,490,693    99.27

AGAINST

No. Votes        % Votes
2,019,069       0.73

TOTAL

No. Votes
277,509,762

WITHHELD

10,878

Ordinary resolution

Authority to allot LSEG Shares in connection with the Transaction

FOR*
No. Votes        % Votes

275,457,572     99.26

AGAINST

No. Votes        % Votes

2,051,489       0.74

TOTAL

No. Votes        277,509,061

WITHHELD

No. Votes         11,579
*  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.

SourceL LSEG

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