Circular for the Purposes of Listing Rule 13
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT IS A CIRCULAR FOR THE PURPOSES OF LISTING RULE 13. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. If you have sold or otherwise transferred all of your LSEG Ordinary Shares, please send this document and the accompanying documents (other than documents or forms personalised for you) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holding of LSEG Ordinary Shares you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. This document is not a prospectus and it 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 Shares to be issued in connection with the Transaction. LSEG plc intends to publish a prospectus, once approved by the FCA, in connection with the Transaction in due course. This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Form of Proxy. The distribution of this document and/or the accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of the relevant jurisdiction. London Stock Exchange Group plc (registered in England and Wales under the Companies Act 1985 with registered number 5369106) Proposed Acquisition of Refinitiv by London Stock Exchange Group plc Circular to Shareholders and Notice of General Meeting Your attention is drawn to the letter from the Chairman of LSEG plc in Part I (Letter From the Chairman of LSEG plc), of this document, which contains the unanimous recommendation of the Board that you vote in favour of the Resolutions to be proposed at the LSEG General Meeting. You should read the whole of this document and, in particular, the risk factors in Part II (Risk Factors), of this document. Notice of the LSEG General Meeting, which will be held at 10.30 a.m. (London time) on 26 November 2019 at Butchers’ Hall, 87 Bartholomew Close, London EC1A 7EB, is set out in Part XII (Notice of General Meeting), of this document. The action to be taken by LSEG Shareholders in relation to the LSEG General Meeting is set out on pages 7 and 8 of this document. LSEG Shareholders will find enclosed with this document a Form of Proxy for use in connection with the LSEG General Meeting. Whether or not you intend to be present at the LSEG General Meeting in person, please complete and sign the enclosed Form of Proxy (or appoint a proxy electronically, as referred to below) in accordance with the instructions printed on it and return it to LSEG plc’s registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU as soon as possible and, in any event, so as to be received by 10.30 a.m. on 22 November 2019. Unless the Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. The completion and return of a Form of Proxy will not prevent any LSEG Shareholder from attending and voting in person at the LSEG General Meeting, or any adjournment thereof, if you so wish and are so entitled. Electronic Proxy Appointment (“EPA”) is available for the LSEG General Meeting. To use this facility, you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. EPA will not be valid if received later than 10.30 a.m. on 22 November 2019, or, in the case of any adjournment, later than 48 hours (excluding non-Business Days) before the time fixed for the adjourned meeting and will not be accepted if found to contain a computer virus. Applications will be made to the FCA for the LSEG Ordinary Shares to be re-admitted to listing on the premium listing segment of the Official List, and to London Stock Exchange for the LSEG Ordinary Shares to be admitted to trading on its Main Market for listed securities. Shareholders are also advised to read the Prospectus, once published, which will contain information relating to the LSEG Ordinary Shares. If you have any questions about this document, the LSEG General Meeting or the completion and return of the Form of Proxy, please call the Shareholder Helpline between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0371 384 2544 (from within the UK) or +44 (0) 121 415 7047 (from outside the UK (international rates apply)). Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide financial, legal or tax advice or advice on the merits of the Transaction. Certain terms used in this document are defined in Part XI (Definitions), of this document. Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to LSEG plc and no one else in connection with the Transaction and the matters set out in this document. In connection with such matters, Goldman Sachs, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Transaction or the contents of this document or any other matter referred to herein. Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to LSEG plc and no one else in connection with the matters set out in this document. In connection with such matters, Morgan Stanley, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this document or any other matter referred to herein. Robey Warshaw LLP (“Robey Warshaw”), which is authorised and regulated by the Financial Conduct Authority is acting as lead financial adviser to LSEG plc and no one else in connection with the matters set out in this document and will not be responsible to anyone other than LSEG plc for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any other matter referred to herein. Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as sponsor, corporate broker and financial adviser to LSEG plc and no one else in connection with the matters set out in this document. Apart from the responsibilities and liabilities which may be imposed on Barclays under FSMA or the regulatory regime established thereunder, Barclays will not be responsible to anyone other than LSEG plc for providing the protections afforded to clients of Barclays nor for providing advice in relation to the contents of this document or any other matter referred to herein. RBC Europe Limited (trading as “RBC Capital Markets”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for LSEG plc and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than LSEG plc for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the matters referred to in this document. The date of publication of this document is 6 November 2019. 2 IMPORTANT NOTICES Forward-looking statements This document (including information incorporated by reference in this document), 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.