Form 8 (OPD) LSEG plc - Replacement

FORM 8 (OPD)

AMENDMENT: ADDITIONS TO SECTION 3

 

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.
(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	20 SEPTEMBER 2019
(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 - HONG KONG EXCHANGES AND CLEARING LIMITED

 

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:	London Stock Exchange Group plc 6 79/86p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

 

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:

LSEG Directors   The following directors of London Stock Exchange Group plc (LSEG) have the interests in LSEG set out below:   Name No. of ordinary shares held % of ordinary issued share capital (three decimal pts) Don Robert 10,000 0.003% David Warren 122,541 0.035% Raffaele Jerusalmi 52,130 0.015% Jacques Aigrain 1,400 0.000% Paul Heiden 3,818 0.001%   The following LSEG directors have the rights to subscribe for LSEG securities as set out below:   Name Plan Date of grant Options price (pence) Vesting date No. of options outstanding Raffaele Jerusalmi LSEG LTIP 2014 3 April 2017 N/A 3 April 2020 38,288 LSEG LTIP 2014 26 April 2018 N/A 26 April 2021 29,545 LSEG LTIP 2014 22 March 2019 N/A 22 March 2022 24,147 LSEG DBP 2014 22 March 2019 N/A 10 March 2021 7,101 David Schwimmer LSEG LTIP 2014 8 August 2018 N/A 8 August 2021 51,222 LSEG LTIP 2014 22 March 2019 N/A 22 March 2022 50,086 LSEG DBP 2014 22 March 2019 N/A 10 March 2022 5,945 David Warren LSEG LTIP 2014 3 April 2017 N/A 3 April 2020 46,168 LSEG LTIP 2014 26 April 2018 N/A 26 April 2021 35,104 LSEG DBP 2014 26 April 2018 N/A 10 March 2020 9,677 LSEG LTIP 2014 22 March 2019 N/A 22 March 2022 29,620 LSEG DBP 2014 22 March 2019 N/A 10 March 2021 10,028   Interests in ordinary shares of London Stock Exchange Employee Benefit Trust of which Computershare Trustees (Jersey) Limited is the trustee:   Entity Number of ordinary shares Percentage holding Computershare Trustees (Jersey) Limited 592,215 0.169%   Financial advisers / corporate brokers to LSEG:   Morgan Stanley AIP GP LP   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 2,473 0.001% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 2,473 0.001% Nil -   Goldman Sachs & Co. LLC   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 17,564 0.005% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 17,564 0.005% Nil -   Refinitiv Holdings Limited, its shareholders and each of their advisers / corporate brokers:   Jefferies Investment Advisors   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: Nil - Nil - (2) Cash-settled derivatives:   8,573 0.002% Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 8,573 0.002% Nil -   GIC Private Limited (as at 19 September 2019)   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 1,663,107 0.4755% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 1,663,107 0.4755% Nil -     Canada Pension Plan Investment Board   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 30,465 0.009% 235,754 0.067% (2) Cash-settled derivatives:   Nil - 155,800 0.045% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 30,465 0.009% 391,554 0.112%   The Toronto Dominion Bank, London Branch   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 246,551 0.07% 5,052 0.001% (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 246,551 0.07% 5,052 0.001%   TD Asset Management Inc   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 495,621 0.141% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 495,621 0.141% Nil -   TD Waterhouse Inc   Class of relevant security:   London Stock Exchange Group plc 6 79/86p ordinary     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 1,897 0.001% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 1,897 0.001% Nil -   Notes: Blackstone is deemed to be a concert party of the offeree in connection with the offer and has confirmed a nil return as at close of business on 19 September 2019.

 

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:	30 September 2019
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.

 

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.