Form 8(OPD) Hong Kong Exchanges & Clrg-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	HONG KONG EXCHANGES AND CLEARING LIMITED
(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 - LONDON STOCK EXCHANGE GROUP PLC

 

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:	Hong Kong Exchanges and Clearing Limited ordinary NPV
	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:

Financial advisers / corporate brokers to LSEG:   Morgan Stanley AIP GP LP   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 16,830 0.001% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 16,830 0.001% Nil -   Morgan Stanley Asia Limited   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 747,400 0.06% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 747,400 0.06% Nil -   GIC Private Limited (as at 19 September 2019)   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 3,751,345 0.2982% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 3,751,345 0.2982% Nil -   Goldman Sachs & Co. LLC   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 200 0.000% 8,012 0.001% (2) Cash-settled derivatives:   Nil - 137,888 0.011% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 200 0.000% 145,900 0.012%   J.P. Morgan Chase Bank (Custody)   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 69 0.000% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 69 0.000% Nil -   Refinitiv Holdings Limited, its shareholders and each of their advisers / corporate brokers:   Jefferies Investment Advisors   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: Nil - Nil - (2) Cash-settled derivatives:   Nil - 900 0.00% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: Nil - 900 0.00%   Canada Pension Plan Investment Board   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 556,225 0.044% 407,115 0.032% (2) Cash-settled derivatives:   Nil - 402,906 0.032% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 556,225 0.044% 810,021 0.064%   Toronto Dominion (South East Asia) Limited   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 44,700 0.004% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 44,700 0.004% Nil -   TD Asset Management Inc   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 503,060 0.04% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 503,060 0.04% Nil   Epoch Investment Partners, Inc.   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 188,700 0.015% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 188,700 0.015% Nil -   TD Waterhouse Inc.   Class of relevant security:   Hong Kong Exchanges and Clearing Limited ordinary NPV     Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 22,100 0.002% Nil - (2) Cash-settled derivatives:   Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil -        TOTAL: 22,100 0.002% 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)	YES

 

 

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.

 

 

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

Full name of person making disclosure:	London Stock Exchange Group plc
Name of offeror/offeree in relation to whose relevant securities this form relates:	Hong Kong Exchanges and Clearing Limited

 

 

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

 

Positions of GIC Private Limited, a concert party of London Stock Exchange Group plc, as at 19 September 2019:

 

Class of relevant security:	Ordinary Shares (HK0388045442)
	Number	%
Securities borrowed:	-
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):	14,000	0.0011

 

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

 

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

 

Class of relevant security	Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.	Number of securities
-	-	-

 

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.