Form 8 (OPD) (London Stock Exchange Group plc)

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:	London Stock Exchange Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	London Stock Exchange Group plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	3 March 2016
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	Yes - Deutsche Boerse AG as offeror

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:	Ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0.0	Nil	0.0
(2) Cash-settled derivatives:	Nil	0.0	Nil	0.0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0.0	Nil	0.0
TOTAL:	Nil	0.0	Nil	0.0

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a)   Beneficial holdings of directors of London Stock Exchange Group plc in its ordinary shares: Name Position Number of ordinary shares Percentage holding Donald Brydon Chairman 5,000 0.0014% Paul Heiden Senior Independent Director 3,818 0.0011% Raffaele Jerusalmi Executive Director 52,130 0.0150% Xavier Rolet Chief Executive Officer 519,069 0.1490% David Warren Chief Financial Officer 24,342 0.0070%     b)   Options and awards held by directors of London Stock Exchange Group plc in its ordinary shares:   Raffaele Jerusalmi   Name Grant Date Price at Grant Shares in respect of which options granted Exercise Date/Period LTIP (2004) 12-Jun-2013 £13.88 55,530 13-Jun-2016 to 12-Dec-2016 LTIP (2014) 27-Aug-2014 £20.36 58,638 29-Aug-2017 to 28-Feb-2018 LTIP (2014) 2-Apr-2015 £24.47 40,659 3-Apr-2018 to 2-Oct-2018     Xavier Rolet   Name Grant Date Price at Grant Shares in respect of which options granted Exercise Date/Period LTIP (2004) 12-Jun-2013 £13.88 165,421 13-Jun-2016 to 12-Dec-2016 LTIP (2014) 27-Aug-2014 £20.36 117,250 29-Aug-2017 to 28-Feb-2018 LTIP (2014) 2-Apr-2015 £24.47 91,949 3-Apr-2018 to 2-Oct-2018 Deferred Bonus Plan 2-Apr-2015 £24.47 22,476 10-Mar-2017 to 9-Sep-2017 SAYE 10-Jan-2014 £11.643291 772 1-Mar-2017 to 31-Aug-2017 SAYE 5-May-2015 £20.42 440 2-Jul-2018 to 31-Dec-2018 1.   Adjusted option price further to the 2014 Rights Issue, further to original grant at £12.64     David Warren   Name Grant Date Price at Grant Shares in respect of which options granted Exercise Date/Period LTIP (2004) 12-Jun-2013 £13.88 58,659 13-Jun-2016 to 12-Dec-2016 LTIP (2014) 27-Aug-2014 £20.36 39,989 29-Aug-2017 to 28-Feb-2018 LTIP (2014) 2-Apr-2015 £24.47 52,104 3-Apr-2018 to 2-Oct-2018 Deferred Bonus Plan 2-Apr-2015 £24.47 11,238 10-Mar-2017 to 9-Sep-2018   c)   Interests in ordinary shares of London Stock Exchange Group plc employee benefit trust of which Computershare Trustees (Jersey) Limited is the trustee   Entity Number of ordinary shares Percentage holding Computershare Trustees (Jersey) Limited 456,957 0.1312%   d)   Interests of connected advisors   RBC Europe Limited*   Interests Short positions Number Percentage holding Number Percentage holding Relevant securities owned/controlled 3,232,047 0.9277% Nil 0.0% Cash-settled derivatives Nil 0.0% Nil 0.0% Stock-settled derivatives (including options) and agreements to purchase/sell Nil 0.0% Nil 0.0% Total 3,232,047 0.9277% Nil 0.0%   * RBC Europe Limited is a wholly owned subsidiary of Royal Bank of Canada

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	8 March 2016
Contact name:	Lisa Condron
Telephone number:	+44 (0) 207 797 1000

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.