On 9 March 2012, LCH.Clearnet Group Limited (“LCH.Clearnet”) and London Stock Exchange Group plc (“LSEG”) announced a recommended cash offer by London Stock Exchange (C) Limited, a wholly owned subsidiary of LSEG, for a majority stake in LCH.Clearnet. The full terms and conditions of the Offer and the procedures for acceptance of the Offer were described in the circular sent to LSEG Shareholders, and set out in full in the offer document sent to LCH.Clearnet Shareholders (the “Offer Document”), on 16 March 2012.
LSEG is pleased to announce that it has received acceptances in respect of over 60 per cent. of the existing issued ordinary share capital of LCH.Clearnet and that the Acceptance Condition (as described in the Offer Document) has been satisfied. In accordance with the terms of the Offer, certain accepting LCH.Clearnet Shareholders will have their acceptances scaled back so that LSEG will hold no more than 60 per cent. of the existing issued ordinary share capital of LCH.Clearnet.
In addition, proxy votes have been received in respect of a total of 34,712,856 LCH.Clearnet Shares, representing approximately 85.43 per cent. of the existing issued ordinary share capital of LCH.Clearnet, of which 32,676,039 LCH.Clearnet Shares, representing 94.13 per cent. of those proxies received, are in favour of the Resolution to be proposed at the LCH.Clearnet Meeting. On this basis, the Resolution would be passed at the LCH.Clearnet Meeting. The formal vote will take place at the LCH.Clearnet Meeting at 9:30 am on 3 April 2012 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ.
As previously announced, the LSEG General Meeting will be held at 9:30 am on 3 April 2012 at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HT.
Although the Acceptance Condition has been satisfied, the Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended to provide more time for remaining LCH.Clearnet Shareholders to participate in the Offer and will remain open for further acceptances until 12.00 p.m. (London time) on 13 April 2012.
LCH.Clearnet Shareholders who have not yet accepted the Offer are reminded to do so as soon as possible in order to participate in the Offer and in any event to sign, complete and return the form of acceptance in accordance with the instructions set out therein and set out in the Offer Document, which must be received by the Receiving Agent by no later than 12.00 p.m. (London time) on 13 April 2012 in order to participate in the Offer. The Receiving Agent’s address is Aspect House, Lancing, West Sussex BN99 6DA.
Completion is expected by the fourth quarter of 2012.
A term used in this announcement and not otherwise defined has the meaning given to that term in the Offer Document.
