LSEG Acquisition Of Refinitiv

Transcription

WORKING DRAFT: Subject to Legal ReviewLSEG acquisition of RefinitivProspectus informationDecember 2020Page 1

DisclaimerNo liability whatsoever is accepted and no representation, warranty or undertaking, express or implied, is or will be made by London Stock Exchange Group plc (“LSEG”) or any of LSEG’s subsidiaries,respective legal or financial advisors or respective agents, being their directors, officers, employees, advisers, representatives or other agents, for any information, projections or any of the opinionscontained in this presentation or for any errors, omissions or misstatements in this presentation. If any such representation, warranty or undertaking is given or made, such information must not be reliedupon. None of LSEG, or any of LSEG’s subsidiaries, respective legal or financial advisors or respective agents makes or has authorised to be made any representations or warranties (express or implied)in relation to any of the matters described herein (or otherwise referred to in the presentation) or as to the truth, accuracy or completeness of this presentation, or any other written or oral statementprovided. This disclaimer does not exclude any liability for, or remedy in respect of, fraud or fraudulent misrepresentation.This presentation shall not be deemed to be an offer to sell or invitation to invest in securities of LSEG, or any of its assets and no information set out in this presentation is intended to form the basis ofany contract, investment decision or any decision to purchase or invest in any such assets. Recipients should rely solely on their own judgement, review and analysis in evaluating the information set outherein.To the fullest extent permitted by applicable law, none of LSEG, or any of LSEG’s subsidiaries, respective legal or financial advisors or respective agents undertakes any obligation to provide the recipientwith access to any additional information or to update or correct any inaccuracies in or omissions from this presentation.This presentation (together with any further verbal or written information) is being made on the condition that the information herein is disclosed on a confidential basis and is being given (together withany further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition,disposal or any other transaction) and that it shall not be passed to any other person or reproduced in whole or part, or any information herein otherwise disclosed, electronically or otherwise, and shall bereturned along with any other copies at any time at the request of LSEG. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.These materials are not for general distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States or the District of Columbia). Thesematerials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. LSEG’s shares have not been and will not be registered under the USSecurities Act of 1933 (the “US Securities Act”) or under the securities laws of any state or other jurisdiction of the United States. Accordingly, LSEG’s shares may not be offered, sold, resold, delivered,distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an applicable exemption therefrom. There will be no public offer ofLSEG shares in the United States in connection with the transaction referred to in this presentation and any LSEG shares issued in connection with such transaction will be made pursuant to anapplicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.This document (including the information incorporated by reference into this document) contains certain forward-looking statements with respect to the financial condition, results of operations andbusinesses of LSEG and Refinitiv, and certain plans and objectives of LSEG and Refinitiv with respect to the combined group following completion of the transaction. These forward-looking statementscan be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”,“hope”, “continue”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements at the presentation reflect beliefs andexpectations of LSEG and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. As a result, you are cautioned not to place any unduereliance on such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenue, economicperformance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of LSEG, and Refinitiv; and (iii)the effects of government regulation on the business of LSEG and Refinitiv. These forward-looking statements are not guarantees of future performance. Rather, they are based on current views andassumptions and involve known and unknown risks, uncertainties and other factors, many of what are outside the control of LSEG and Refinitiv and are difficult to predict, that may cause actual results,performance or developments to differ materially from any future results, performance or developments expressed or implied by the forward-looking statements. These forward-looking statements speakonly as at the date of this presentation. Except as required by applicable law, LSEG makes no representation or warranty in relation to them and expressly disclaims any obligation to update or revise anyforward-looking statements contained herein to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any such statementis based.Page 2

Acquisition of Refinitiv creates significantvalue and reshapes the industry1Transforms LSEG’s position as a leading global financial marketsinfrastructure groupAbility to benefit from global growth opportunities with greater range of leading businesses and enhancedstrategic balance2Significantly enhances LSEG’s customer proposition in data and analytics3Creates a global multi-asset class capital markets business4Combination of valuable datasets with extensive distribution and IP capabilities, boosting revenue opportunitiesAdds high-growth execution venues in the two largest traded asset classes: FX and fixed incomeDeepens and expands our shared core principles of customer partnership andopen accessContinued partnership with customers to deliver innovative solutions across the financial markets value chainCompelling financial profile: Sustainable growth and substantial synergies5– In excess of 350m cost and 225m revenue run rate synergies– Revenue(1) CAGR of 5-7% targeted over the first three years post completion with.70% recurringsubscription-based revenue– Over 30% adjusted EPS accretion in the first full year post completion and increasing in years 2 and 3Note:(1) Revenue excludes recoveries and includes net treasury income and other income. Growth in 2021 expected to be below the bottom end of this rangePage 3

Delivers attractive financial returns forshareholdersHigh quality revenue (1)mix with attractive growth– High quality business mix increasing recurring subscription-based revenue from 36% to70%(1)– Revenue(2) CAGR of 5-7% targeted over the first three years post completion, with growthin 2021 expected to be below the bottom end of this range– Strong geographic diversification and broader customer reachSignificant synergies– Targeted annual run-rate revenue synergy benefits in excess of 225 million by the endof year five following completion– Targeted annual run-rate cost synergies in excess of 350m by the end of year fivefollowing completion– Target combined adjusted EBITDA margin of around 50% in the medium term postcompletion(3)Attractive returns– Delivers enhanced returns for shareholders, with over 30% adjusted EPS accretion in thefirst full year post completion and increasing in years 2 and 3– Expected to deliver a ROIC that exceeds LSEG’s investment criteria from the third yearpost completionMaintains current capitalmanagement framework– 1.0 – 2.0x target leverage in the 24 months post completion– Maintaining LSEG’s progressive dividend policyNote:(1) 2019 pro forma revenue for the Combined Business would have comprised 70% recurring subscription-based revenue compared to LSEG standalone of 36%(2) Revenue excludes recoveries and includes LSEG net treasury income and other income(3) 2019 adjusted EBITDA margin for LSEG was 54.7% and 2019 adjusted EBITDA margin for Refinitiv was 39.8% (excluding recoveries)Page 4

Combined business will operate acrossthree core business areas1Data & Analytics– Leading information and data productsincluding: Trading workflow Refinitiv Data Platform Real-time data Fundamental data and content Pricing and referencing services2Capital Markets– Provides access to capital fordomestic and international businesses– Efficient electronic platforms forsecondary market trading of equities,FX and fixed income products– Combines LSEG’s Capital Marketsdivision with Refinitiv’s FXall andTradeweb platform3Post Trade– Provides clearing and regulatoryreporting services to support clients’risk and balance sheet management,regulatory reporting and capitalefficiency– Effective management of cashcollateral contained in the margin andcollateral funds Indices and analytics– Delivered via multiple distributionchannels such as data feeds, cloudand desktop solutions 4.6bn71% 1.1bn16% 0.8bn13%Total Revenue (1)Total Revenuecontribution (1)Total Revenue (1)Total Revenuecontribution (1)Total Revenue (1) (2)Total Revenuecontribution (1) (2)Note:(1)Based on 2019 Pro-forma of the combined company which includes LSEG total income and Refinitiv total revenue, excluding recoveries and revenues associated with the Borsa Italiana divestment(2)Post Trade revenue includes net treasury incomePage 5

1Data & AnalyticsData & Analytics split into five key areas(1)Key strategic priorities– Invest in new content to enable customers to make better informed decisions– Utilise Refinitiv’s extensive data sets in conjunction with LSEG’s analytics andindex capabilities to create new products in areas of growing investor interestsuch as ESG and multi-factor indexesWorldCheckWorkspaceEDDEIKONTrading, FI, CommoditiesFor WealthDataStreamBETAAlphaDeskWM / ReutersFX benchmarksData &AnalyticsWorkspaceInvestmentManagementAutex– Work with the Capital Markets and Post Trade divisions to create newtransactional data sets and tools– Use expertise in data to create new and value additive data-enabled productsfor customers– Introduce Refinitiv Access to select accounts to give customers flexibility onthe consumption and pricing of data needsRevenue composition (FY19)StarMine /SentiMineREDIQA DirectQuantsand Feed– Invest in a simplified global data platform and desktop experience throughRefinitiv Workspace to provide faster content onboarding and an improvedcustomer journeySEDOLFundamentalData and ContentPricing & referenceservicesReal-timedataFY19 mTradingRefinitivTotal181,6801,698Enterprise Data1211,0131,134Investment 024,605Total (4)Note:(1)(2)(3)(4)LSEG(3)Recoveries revenues will also sit within the Data & Analytics division but has been excluded from the diagram. Recoveries revenue amounted to 328m for 2019 and 165m for H1 2020The Refinitiv Data Platform will work across business divisions but is not identified as a separate revenue itemLSEG revenues excludes revenues associated with the Borsa Italiana Group divestmentTotal Data & Analytics Revenue excludes recoveriesSubscriptionsconstitute themajority of Data &Analytics revenuePage 6

2Capital MarketsProviding access to liquidity across multiple assetclassesKey strategic priorities– Develop offering across the end-to-end capital markets workflow– Provide efficient access to liquidity across multiple asset classes and regionssupporting customers who seek to trade and raise capital on a global basis– Work in partnership with customers to address the changing landscapeRNSShanghai LondonStock-ConnectMain Market & AIM(1) Continued electronification of markets Prominence of buy-side firms Demand for investment in alternative asset classes– Seek to broaden solutions for issuers via data, analytics and distributioncapabilities in Information Services– Simplify connectivity across multiple venues and asset classesCapitalMarketsRetail bonds– Extend global reach and access of capital markets beyond EuropeFX matchingRevenue composition (FY19)FY19 mPrimary MarketsLSEG TechnologyHosting & MillenniumFXallSecondary Markets EquitiesSecondary Markets - FXSecondary Markets Fixed income, derivatives& OtherTotalNote:(1)LSEG currently owns 43.4% of CurveGlobal and as such, revenues are not consolidated into Group Revenues but rather recognised as profit / loss from associates(2)LSEG revenues excludes revenues associated with the Borsa Italiana Group divestment(3)Totals may not net due to roundingsLSEG(2)Total Page 7

3Post TradeSupporting clients’ risk and balance sheet managementKey strategic priorities– Continue to invest in systemically important regulated services in partnershipwith customers in line with customer priorities (e.g. SwapClear andForexClear)– Continue to operate on a open access basisSwapClearHandling FeesForexClear– Continue to develop the post trade footprint beyond clearing and settlementby building on LCH SwapAgent and UnaVista– Collaboration with other divisions to enhance LSEG offerings across the valuechain including enhanced margin and risk analytics and pre-trade analyticstools and insightsInvestment IncomePost Non-cashCollateralEquityClearCommodityClearListed DerivativesNote:(1)LSEG revenues excludes revenues associated with the Borsa Italiana Group divestmentRevenue composition (FY19)FY19 r103-10347-47NTI206-206Total803-803UnaVistaPage 8

Growth opportunities in each of thecombined company’s key segmentsPro Forma Business Mix(1) (2) (2019A)Data &Analytics(3) 4.6bnKey Growth Drivers37%24%–Digitisation, AI and automation driving demand for direct data-driven solutionsTradingEnterprise Data–Customers increasingly need enhanced data management, more sophisticatedanalytics and data solutions and effective data distribution23%10%–Growing demand for unified user experience and simplified accessInvestmentSolutionsWealth–Passive and alternative investment AUM expected to more than double by 2025–Largely subscription based revenue with some asset based revenue componentsfrom FTSE Russell–Increasing demand for coverage across the investment value chain–Electronification of asset classes and automation of multi-asset class investmentstrategies6%RiskCapitalMarketsPost Trade 1.1bn13%8%PrimaryEquities19%60%–Global trading driven by the growth and changing distribution of global wealthFXFixed Income,Derivatives & Other–Increased numbers of market participants and volumes of financial transactions–Largely transaction based revenue drivers, however annual primary markets feesare more recurring in nature–Regulatory mandates and economic incentives driving demand for post trade services–Phase in of uncleared margin rules will drive market participants to centrally clear moretrades–Increased customer focus on margin, capital efficiencies and risk managementcapabilities–Expanded product offering using Refinitiv’s data management and enrichmentcapabilities68%6%LCHUnaVista 0.8bn26%LCH – Net TreasuryIncomeNote:(1)Unaudited – all revenues exclude Recoveries and revenues associated with the divestment of Borsa Italiana(2)Pro-forma income for the combined company has been prepared for illustrative purposes only and does not necessarily reflect future segmental reporting of the combined company post completion(3)Data & Analytics revenue excludes recoveriesPage 9

Improving performance at RefinitivGood revenue growth at Refinitiv and highly effective cost saving plan resulting insignificant margin expansion with further benefits to be realised from integrationwith LSEG5,8323,05082%3,0135,739Revenue¹ ( m)Revenue¹ ( m)5,850High proportion of recurringsubscription-based revenue5,6505,4725,450Recurring3,000 8002018201950%39.8%40%30%36.0%28.9%20%H1 2019Adjusted EBITDA Margin²(%)Adjusted EBITDA Margin²(%)2017H1 202050%44.8%2018Note:(1)Revenue excludes recoveries(2)Margin is calculated as a % of Refinitiv revenue excluding recoveries(3)Refinitiv revenue includes 40% 6.3bn(3)30%4%OtherAmericas20%2017Diversified revenue across theglobeH1 2019H1 2020Page 10

Divestment of Borsa Italiana GroupAnnounced the sale Borsa Italiana Group to Euronext for 4.325 billion in the context of the EC’s Phase IIreview of the Refinitiv Transaction– Expected completion in H1 2021 likely post completion of theRefinitiv transaction– All cash transaction with proceeds used to reduce indebtednessand general corporate purposes– Approved by LSEG and Euronext shareholders– Financial performance associated with Borsa Italiana will berecognised as discontinued item in LSEG’s accounts when morecertainty on regulatory approvals are achieved– Assets forming part of the Borsa Italiana Group divestmentperimeter include:Financial performance(2) relating to theBorsa Italiana Group mBorsa Italiana – RealTime DataCapital MarketsMTA / AIM Italia / MIVELITEPost TradeCC&GMonte Titoli3619Capital Markets203108Post Trade(1)15280Other revenue41Total income395208Cost of sales(17)(8)Gross profit378200(132)(68)Adjusted EBITDA247132Underlying depreciation and amortisation(29)(14)Adjusted operating profit218117Net interest expense(1)0Tax(61)(35)Profit after tax15682Non-controlling interestMTS / MOT / ExtraMOT/ ETFplus / ATFund /SeDeX / IDEMUnderlying profit(7)(3)1497962.5%63.5%CC&G - NTIAdjusted EBITDA MarginNote:(1)Post Trade includes net treasury income generated by CC&G(2)All numbers presented in the table below are on an underlying basisH1 2020Data & AnalyticsAdjusted operating expensesData & AnalyticsFY2019Page 11

Transaction UpdateExpect to complete the acquisition of Refinitiv in Q1 2021– EC Phase II approval due January 2021– Commitments to the EC in relation to non-discriminatory accessto the Combined Group’s Information Services division andOTC IRDs clearing services provided by LCH SwapClear– 16 merger control approvals received to date, small number ofremaining merger control and regulatory approvals areexpected by Q1 2021– Refinitiv achieved 613 million of run-rate cost savings as at Q3with the full 650 million target expected by the end of 2020– Combined business well positioned in an environment impactedby Covid-19 with a mix of recurring and transaction-basedrevenues supported by scale and efficiencyLeadership for the combined company– Executive committee represents a combination of bothcompanies reflecting customer facing expertise and deepmarket knowledgeLSEG Executive Committee (post close)David SchwimmerCEOAnna ManzCFODavid CraigGroup Head, D&ADaniel MaguireGroup Head, Post TradeAndrea Remyn StoneChief Product Officer, D&ADebra WaltonChief Revenue Officer

REDI EIKON Trading, FI, Commodities Fundamental SEDOL Data and Content Pricing & reference services Real-time data WM / Reuters FX benchmarks StarMine / SentiMine QA Direct Workspace Investment Management Quants and Feed BETA Workspace For Wealth EDD World-Check 1 Data & Analytic