On 9 March 2012, LCH.Clearnet Group Limited (“LCH.Clearnet”) and London Stock Exchange Group plc (“LSEG”) announced a recommended cash offer for a majority stake in LCH.Clearnet.
On 30 March LCH.Clearnet and LSEG announced that the Acceptance Condition in respect of the Offer had been satisfied as well as a 10 business day extension period allowing for further shareholders to accept.
The full terms and conditions 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.
The Offer is now closed to further acceptances. LSEG and LCH.Clearnet are pleased to announce final total acceptances in respect of the Offer of 71.52 per cent. of the LCH.Clearnet Issued Share Capital.
In accordance with the terms of the Offer, certain accepting LCH.Clearnet Shareholders will have their acceptances scaled back so that, following Completion and including the stake acquired from MF Global described below, LSEG will hold 60 per cent. of the LCH.Clearnet Issued Share Capital. Accepting LCH.Clearnet Shareholders will be notified within 10 business days of this announcement of the number of their LCH.Clearnet Shares that will be acquired pursuant to the Offer.
Completion of the Transaction is expected by the fourth quarter of 2012, subject to regulatory and other approvals, including competition clearance.
Pursuant to an agreement entered into by MF Global UK Limited (in special administration), acting by its joint special administrators, Richard Fleming, Richard Heis and Mike Pink of KPMG (“MF Global”), and LSEG on 9 March 2012, LSEG has exercised its option to purchase the 970,656 LCH.Clearnet Shares (the “Option”) held by MF Global (representing 2.39 per cent. of the LCH.Clearnet Issued Share Capital) at an initial price of €14 per LCH.Clearnet Share and closing under the Option occurred today. The Option relates to 100% of the shares held by MF Global in LCH.Clearnet. Following the exercise of the Option, MF Global remains entitled to additional consideration that may become payable on the terms summarised in LSEG’s Offer announcement of 9 March 2012. MF Global is a Qualifying Shareholder in respect of the special dividend of €1 per share payable on the fulfilment of certain conditions under LSEG’s offer for a majority stake in LCH.Clearnet.