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Euro Medium Term Note Prospectus

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Euro Medium Term Note Prospectus 20MAY201112144662 London Stock Exchange Group plc (Registered number 5369106, incorporated with limited liability under the laws of England and Wales) £1,000,000,000 Euro Medium Term Note Programme Under this £1,000,000,000 Euro Medium Term Note Programme (the Programme) London Stock Exchange Group plc (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined on page 1). An investment in Notes issued under the Programme involves certain risks. For a description of these risks, see ‘‘Risk Factors’’ below. Application has been made to the Financial Services Authority (the UK Listing Authority) in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended (the FSMA) for Notes issued during the period of 12 months from the date of this Offering Circular to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. References in this Offering Circular to Notes being ‘‘listed’’ (and all related references) shall either mean that such Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been admitted to the Official List or shall be construed in a similar manner in respect of any other EEA State Stock Exchange, as applicable. The expression ‘‘EEA State’’ when used in this Offering Circular has the meaning given to such term in the FSMA (as defined above). The London Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain information which is applicable to each Tranche (as defined on page 75) of Notes will be set forth in a final terms document (the Final Terms) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and to the London Stock Exchange on or before the date of issue of the Notes of such Tranche or such later date as the UK Listing Authority and the London Stock Exchange may agree. Copies of the applicable Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the Regulatory News Service operated by the London Stock Exchange. The Issuer may also issue Notes that are admitted to trading through the electronic order book for retail bonds (ORB) of the London Stock Exchange. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Programme has been assigned ratings of Aǁ by Standard & Poor’s Rating Services, a division of McGraw Hill International (UK) Limited (S&P) and Baa2 by Moody’s Investors Service Limited (Moody’s). The Issuer has been assigned long term debt ratings of A by S&P and Baa2 by Moody’s. S&P is not registered in accordance with Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the CRA Regulation). Moody’s is established in the European Union and registered under the CRA Regulation. The rating of certain Series (as defined herein) of Notes to be issued under the Programme may be specified in the Final Terms applicable to the Series of Notes (the applicable Final Terms). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger BARCLAYS Dealers BANCA IMI BARCLAYS HSBC LLOYDS BANK MITSUBISHI UFJ SECURITIES MORGAN STANLEY INTERNATIONAL PLC THE ROYAL BANK OF UNICREDIT BANK SCOTLAND This Offering Circular is dated 11 October 2012 IMPORTANT INFORMATION This Offering Circular comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive). The Notes may be issued on a continuing basis to one or more of the Dealers specified on the back page of this Offering Circular and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). References in this Offering Circular to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. The Notes of each Tranche (as defined herein) will initially be represented by a temporary global Note or a permanent global Note, in each case as specified in the applicable Final Terms which will be deposited on the issue date thereof with a common safekeeper or common depositary for Clearstream Banking, soci´et´e anonyme (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) and/or any other agreed clearing system. A temporary global Note will be exchangeable, as specified in the applicable Final Terms, for either a permanent global Note or Notes in definitive form, in each case upon certification as to non-US beneficial ownership as required by US Treasury regulations. A permanent global Note will be exchangeable for Notes in definitive form either upon request or only upon an Exchange Event (as specified in the applicable Final Terms), all as further described in ‘‘Form of the Notes’’ below. If so specified in the applicable Final Terms, following the delivery of an issue of Notes into Euroclear or Clearstream, Luxembourg, investors may also hold interests in the Notes through Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited) (CREST) through the issuance of dematerialised depository interests (CREST Depository Interests or CDIs), issued, held, settled and transferred through CREST, representing interests in the relevant Notes underlying the CDIs (the Underlying Notes). CREST Depository Interests are independent securities distinct from the Notes, constituted under, and governed by, English law and transferred through CREST and will be issued by CREST Depository Limited (the CREST Depository) pursuant to the global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or restated) (the CREST Deed Poll). The Issuer accepts responsibility for the information contained in this Offering Circular and any Final Terms. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’ below). This Offering Circular shall be read and construed on the basis that such documents are so incorporated and form part of this Offering Circular. Copies of the applicable Final Terms will be available from the registered office of the Issuer and the specified office of each of the Paying Agents (as defined on page 75) (save that the applicable Final Terms relating to a Note which is neither admitted to trading on a regulated market in any Member State of the European Economic Area nor offered to the public in any Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be obtainable by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or, as the case may be, the relevant Paying Agent as to its holding of such Notes and identity), and copies of the applicable Final Terms relating to Notes which are admitted to trading on the London Stock Exchange’s regulated market and/or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive will also be available on the website of the Regulatory News Service operated by the London Stock Exchange. Save for the Issuer, no other party has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any Dealer or the Trustee (as defined on page 75) as to the accuracy or completeness of the information contained in this Offering Circular or any other information provided by the Issuer in connection with the Programme or the Notes or their distribution. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or 1 made, such information or representation must not be relied upon as having been authorised by the Issuer, any Dealer, Barclays Bank PLC (the Arranger) or the Trustee. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or as constituting an invitation or offer by the Issuer, any Dealer, the Arranger or the Trustee that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes.
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