REG - LondonStockExGroup LSEG Finance PLC - Launch of Consent Solicitations
24/03/2026 14:00
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RNS Number : 9436X London Stock Exchange Group PLC 24 March 2026
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S.
PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.
London Stock Exchange Group plc
(incorporated with limited liability in England and Wales under registered
number 05369106)
("LSEG plc")
announces consent solicitations in respect of the outstanding
£500,000,000 1.625 per cent. Notes due 2030 issued by LSEG plc (ISIN:
XS2327297672) (the "2030 Notes")
£400,000,000 4.500 per cent. Guaranteed Notes due 19 October 2028 issued by
LSEG Finance plc ("LSEGF" and together, with LSEG plc, the "Issuers" and each
an "Issuer") and guaranteed by LSEG plc (ISIN: XS3182450372) (the "2028
Notes")
£500,000,000 4.875 per cent. Guaranteed Notes due 19 September 2032 issued by
LSEGF and guaranteed by LSEG plc (ISIN: XS3182450539) (the "2032 Notes")
(each a "Series" and, together, the "Notes")
LSEG plc announces today each Issuer's invitations (each such invitation, a
"Consent Solicitation") to the eligible holders of its relevant outstanding
Notes to consent to the modification of the terms and conditions (the
"Conditions") of the relevant Series and consequential or related amendments
to the transaction documents for the relevant Series such that (i) the
Specified Denominations of the relevant Series will be £1,000 and integral
multiples of £1,000 in excess thereof; (ii) the relevant Final Terms in
respect of the relevant Series will be updated to reflect that the Notes will
be eligible for purchase by UK retail investors as they qualify as Plain
Vanilla Listed Bonds; and (iii) investors may hold interests in the relevant
Series through Euroclear UK & Ireland Limited (formerly known as CRESTCo
Limited) ("CREST") via 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, all as proposed by the relevant Issuer for approval by a
separate extraordinary resolution of the holders of each Series (each an
"Extraordinary Resolution"), and as further described in the Consent
Solicitation Memorandum dated 24 March 2026 (the "Consent Solicitation
Memorandum").
This announcement does not contain the full terms and conditions of the
Consent Solicitations, which are contained in the Consent Solicitation
Memorandum prepared by LSEG plc and LSEGF, which is available to Eligible
Noteholders (as defined below) from the Information and Tabulation Agent
(including on the website (the "Transaction Website") of the Information and
Tabulation Agent (https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg) ).
Unless otherwise indicated, capitalised terms used but not otherwise defined
in this announcement have the meanings given to them in the Consent
Solicitation Memorandum.
Details of the Notes
Relevant Issuer Notes ISIN / Common Code Prevailing interest rate Maturity Date Outstanding principal amount
(per annum)
LSEG plc 2030 Notes XS2327297672 / 232729767 1.625 per cent. 6 April 2030 £500,000,000
LSEGF 2028 Notes XS3182450372/318245037 4.500 per cent. 19 October 2028 £400,000,000
LSEGF 2032 Notes XS3182450539/318245053 4.875 per cent. 19 September 2032 £500,000,000
Notices of Meetings in respect of the Notes
Notices (each a "Notice") convening separate meetings (the "Meetings") of the
holders of each Series (the "Noteholders"), to be held virtually on 16 April
2026 have been given to Noteholders in accordance with the relevant Conditions
on the date of this announcement, including by way of release through the
regulatory news service of the London Stock Exchange plc and by delivery to
Euroclear Bank SA/NV and Clearstream Banking S.A. (the "Clearing Systems").
Each Issuer has determined that the Meetings will be held virtually rather
than physically in person and, in accordance with the provisions of the Trust
Deeds, has requested that the Trustee prescribe appropriate regulations
regarding the holding of the virtual Meetings. Each Meeting will be held
virtually using a platform hosted by the chairman of the relevant Meeting to
allow attendees to participate electronically. Details for accessing the
relevant Meeting will be made available to proxies who have been duly
appointed under a block voting instruction and to holders of voting
certificates, in each case issued in accordance with the procedures set out in
the Consent Solicitation Memorandum. Any Noteholders who indicate to the
Information and Tabulation Agent (the contact details for which are set out
below) that they wish to participate virtually in, or otherwise be represented
at, the relevant Meeting (rather than being represented by the Information and
Tabulation Agent) will be provided with further details about attending the
relevant Meeting.
Background and Rationale
On 19 January 2026, new rules implementing the Public Offers and Admissions to
Trading Regulations (the "POATRs") took effect in the UK. The rules govern the
offering of securities to the public and their admission to trading in the UK,
replacing the EU-derived UK Prospectus Regulation (Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the EUWA) (the "UK Prospectus
Regulation"). The new rules are intended to make it easier for companies to
raise capital in the UK, promote wider participation in the capital markets by
retail investors, and improve the relative competitiveness of UK regulation
compared to other jurisdictions. As a result, UK-listed companies (and wholly
owned subsidiaries of such UK-listed companies provided that the bonds are
guaranteed by the UK-listed parent) may now offer bonds to both wholesale and
UK retail investors in a single security with no increase in disclosure
compared to the previous wholesale disclosure standard.
The sterling corporate bond market is a key source of long-term debt finance
for LSEG plc and its subsidiaries, specifically LSEGF. The Notes described in
this announcement and the Consent Solicitation Memorandum comprise all
outstanding long-term sterling debt securities of the Issuers. The Notes were
issued under the EU Prospectus Regulation (Regulation (EU) 2017/1129) and the
UK Prospectus Regulation with minimum denominations of £100,000 and were not
eligible for purchase by UK retail investors at the point of issuance.
The amendments outlined in the Noteholder Proposal in the Consent Solicitation
Memorandum seek to (i) reduce the minimum denominations of each Series from
£100,000 to £1,000, (ii) enable investors to hold interests in the relevant
Series through CREST via the issuance of CDIs, and (iii) amend the relevant
Final Terms for each Series to ensure that each Series is eligible for
purchase by UK retail investors. These are the minimal changes required for
the Notes to qualify as plain vanilla listed bonds ("PVLBs") under the POATRs,
and to be recognised as Access Bonds ("ABs") by the London Stock Exchange,
facilitating access to the Notes by UK retail investors in the secondary
market.
For the Noteholders, the amendments may be expected to increase the liquidity
of the Notes. As the amendments are purely administrative in nature, there
will be no changes in cash flows for Noteholders that hold their respective
Notes to maturity. For the Issuers, the amendments will facilitate access to
the Notes by a new group of investors, which may increase the likelihood of
their participation in any future PVLB or AB issuance by the Issuers. For
both Noteholders and the Issuers, the amendments will demonstrate support for
the aim of the UK Financial Conduct Authority to promote wider participation
in the UK capital markets by UK retail investors.
Eligible Noteholders
This announcement, the Consent Solicitation Memorandum and any other documents
or materials relating to the Consent Solicitations are only for distribution
or to be made available to persons who are (i) located and resident outside
the United States and not U.S. persons or acting for the account or benefit of
a U.S. person (in each case, as defined in Regulation S under the Securities
Act), (ii) not retail investors and, if applicable and acting on a
non-discretionary basis, who are acting on behalf of beneficial owners that
are not retail investors, (iii) persons who have professional experience in
matters relating to investments who fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or high net worth entities, and other persons to whom it may otherwise
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order;
and (iv) otherwise persons to whom the relevant Consent Solicitation can be
lawfully made and that may lawfully participate in the relevant Consent
Solicitation (all such persons, "Eligible Noteholders").
For the purposes of this announcement and the Consent Solicitation Memorandum,
a "retail investor" means (A) a person in the European Economic Area who is
one (or both) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended or superseded, "MiFID II"); or (ii) a
customer within the meaning of Directive 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (B) a person in the UK who is not a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018.
Timetable
Set out below is an indicative timetable showing one possible outcome for the
timing of the Consent Solicitations:
Date/Time Action
24 March 2026 1. Notice of the Meetings to be delivered to the Clearing Systems.
Release of each Notice through the regulatory news service of the London Stock
Exchange.
Copies of the Consent Solicitation Memorandum and the Noteholder Information
(as defined in the relevant Notice) to be available from the Information and
Tabulation Agent (including on the Transaction Website:
(https://projects.sodali.com/lseg (https://projects.sodali.com/lseg) ).
From this date, Noteholders may arrange for Notes in their accounts with
Clearstream, Luxembourg and/or Euroclear to be blocked in such accounts and
held to the order and under the control of the Principal Paying Agent in order
to give valid Consent Instructions or Ineligible Holder Instructions to the
Information and Tabulation Agent or to make other arrangements to attend or be
represented (virtually) at the relevant Meeting.
By 5.00 p.m. (London time) on 13 April 2026 2. Expiration Deadline.
(At least 48 hours before the relevant Meeting)
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3. Final time by which Noteholders have given notice to the Information and
Tabulation Agent (via the relevant Clearing Systems) of any intended
revocation of, or amendment to, Consent Instructions or Ineligible Holder
Instructions previously given by them.
From 10.00 a.m. (London time) on 16 April 2026 4. Noteholders' Meetings held virtually.
The initial Meeting in respect of:
(i) the 2030 Notes will commence at 10.00 a.m. (London
time);
(ii) the 2028 Notes will commence at 10.15 a.m. (London
time) or after the completion of the 2030 Notes Meeting (whichever is later);
and
(iii) the 2032 Notes will commence at 10.30 a.m. (London
time) or after the completion of the 2028 Notes Meeting (whichever is later).
If the relevant Extraordinary Resolution is passed at the relevant Meeting:
As soon as reasonably practicable after the Meetings 5. Announcement of the results of the Meetings and, if the relevant Extraordinary
Resolution is passed, satisfaction (or not) of the Eligibility Condition.
Delivery of notice of such results to Euroclear and Clearstream, Luxembourg
for communication to their account holders and an announcement released on the
regulatory news service of the London Stock Exchange.
As soon as reasonably practicable after the Meetings 6. Implementation Date.
In respect of each Series, if the relevant Extraordinary Resolution is passed
at the relevant initial Meeting and the Eligibility Condition is satisfied,
the relevant Supplemental Trust Deed will be executed and delivered by the
relevant Issuer and the Trustee and the relevant Amended and Restated Final
Terms will be executed by the relevant Issuer and, in the case of the 2028
Notes and the 2032 Notes, the Guarantor, and the modifications to the
Conditions of such Series described in the Consent Solicitation Memorandum
will be implemented with effect from the date (the "Implementation Date") on
which such Supplemental Trust Deed and Amended and Restated Final Terms are
executed (currently expected to be 20 April 2026).
On or as soon as reasonably practicable after the Implementation Date 7. Investors are able to hold interests in the Notes via CDIs.
The above dates and times will depend, among other things, on timely receipt
(and non-revocation) of instructions, the rights of (with respect to any
Consent Solicitation) the relevant Issuer (where applicable) to extend, waive
any condition (other than the relevant Consent Conditions) of, amend and/or
terminate, such Consent Solicitation (other than the terms of the relevant
Extraordinary Resolution) as described in the Consent Solicitation Memorandum
and the passing of each Extraordinary Resolution at the initial Meeting for
the relevant Series. Accordingly, the actual timetable may differ
significantly from the timetable below.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such intermediary would
need to receive instructions from a Noteholder in order for such Noteholder to
participate in, or to validly revoke their instruction to participate in, a
Consent Solicitation by the deadlines specified above. The deadlines set by
any such intermediary and each Clearing System for the submission and
revocation of Consent Instructions will be earlier than the relevant deadlines
specified above.
If a quorum is not achieved at a Meeting or the quorum is achieved and the
relevant Extraordinary Resolution is passed but the Eligibility Condition is
not satisfied, such Meeting shall be adjourned until a date not less than 13
clear days nor more than 42 clear days later. The adjourned Meeting of
Noteholders for that Series will be held at a date as will be notified to the
Noteholders in the notice of the adjourned Meeting in accordance with the
terms of the relevant Trust Deed, such notice to be given at least 10 days
(exclusive of the day on which the notice is given and of the day on which the
relevant Meeting is to be resumed) prior to the proposed adjourned Meeting.
Any such notice of an adjourned Meeting will specify the quorum requirements
which will apply when the relevant Meeting resumes and the anticipated
Implementation Date for the relevant Series.
No consent or participation fee will be payable in connection with the Consent
Solicitations.
Further details on the Consent Solicitations can be obtained from:
SOLICITATION AGENT
Lloyds Bank Corporate Markets plc
33 Old Broad Street
London EC2N 1HZ
United Kingdom
Attention: Liability Management Group
Tel: +44 20 7158 1726
Email: lbcmliability.management@lloydsbanking.com
(mailto:lbcmliability.management@lloydsbanking.com)
Requests for documentation and information in relation to the procedures for
delivering Consent Instructions should be directed to:
INFORMATION AND TABULATION AGENT
Sodali & Co Limited
The Leadenhall Building
122 Leadenhall Street
London EC3V 4AB
United Kingdom
Tel: +44 20 4513 6933
Email: lseg@investor.sodali.com (mailto:lseg@investor.sodali.com)
Transaction Website: https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg)
DISCLAIMER: This announcement must be read in conjunction with the Consent
Solicitation Memorandum. This announcement and the Consent Solicitation
Memorandum contain important information which should be read carefully before
any decision is made with respect to any Consent Solicitation. If any
Noteholder is in any doubt as to the action it should take or is unsure of the
impact of the implementation of the relevant Extraordinary Resolution, it is
recommended to seek its own financial and legal advice, including in respect
of any tax consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary must contact
such entity if it wishes to participate in the relevant Consent Solicitation
or otherwise participate at the relevant Meeting (including any adjourned
Meeting) at which the relevant Extraordinary Resolution is to be considered.
In accordance with normal practice, the Trustee, the Solicitation Agent, the
Information and Tabulation Agent and the Principal Paying Agent have not been
involved in the formulation of the Consent Solicitations, the Noteholder
Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary
Resolutions. None of the Trustee, the Information and Tabulation Agent, the
Solicitation Agent, the Principal Paying Agent and any of their respective
directors, officers, employees, agents, representatives or affiliates
expresses any opinion on, nor makes any representations as to the merits of,
the Consent Solicitations, the Noteholder Proposal outlined in the Consent
Solicitation Memorandum or any Extraordinary Resolution or the proposed
amendments referred to in any Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation Memorandum
constitutes or contemplates an offer of, an offer to purchase or the
solicitation of an offer to sell securities in the United States or any other
jurisdiction. The Notes have not been, and will not be, registered under the
Securities Act, or the securities laws of any state or other jurisdiction of
the United States, and the Notes may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state or local
securities laws.
UK MiFIR product governance / professionals/ECPs-only / No EEA or UK PRIIPs
KID - Manufacturer target market (UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution channels). No
EEA or UK PRIIPs key information document (KID) has been prepared.
The distribution of this announcement and the Consent Solicitation Memorandum
in certain jurisdictions may be restricted by law, and persons into whose
possession this announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such restrictions.
The Consent Solicitation Memorandum is addressed only to holders of the
outstanding Notes who are persons to whom it is lawful to distribute it and
solicit consents from under applicable laws and regulations ("relevant
persons"). In particular, relevant persons include (a) persons who have
professional experience in matters relating to investments who fall within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (b) high net worth entities, and other
persons to whom it may otherwise lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order. The Consent Solicitation Memorandum is
directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to
which the Consent Solicitation Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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. END MSCEADDLAASKEFA
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