LSE Mergers and Acquisitions Presentation Deck

Made public by

sourced by PitchSend

9 of 11

Creator

LSEG logo
LSEG

Category

Financial

Published

August 2019

Slides

Transcriptions

#1DRETS PACKUM London Stock Exchange Group Creating a Financial Markets Infrastructure Leader of the Future All share acquisition of Refinitiv#2Disclaimer buksaim London Stock Exchange Group This presentation contains 'inside information' as defined in the Market Abuse Regulation (596/2014). No liability whatsoever is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the 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 opinions contained 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 relied upon. 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 statement provided. 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 of any 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 out herein. 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 recipient with 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 with any 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 be returned 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). These materials 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 US Securities 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 of LSEG 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 an applicable 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 and businesses 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 statements can 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 and expectations 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 undue reliance on such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenue, economic performance, 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 and assumptions 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 speak only 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 any forward oking statements contained herein to reflect any change in their respective expectations with regard thereto or any cha in events, conditions circumstances on which any such statement is based. Page 2#3LSEG H1 - Strong financial performance Total income +8% £1,140m (2018 H1: £1,060m) Adjusted EBITDA +14% £621m (2018 H1: £544m) Gross profit +8% £1,031m (2018 H1: £954m) AEPS +13% 100.6p (2018 H1: 88.7p) Underlying expenses -2% on a constant currency basis, while investing for growth £406m (2018 H1: £407m) Interim Dividend +17% 20.1p per share (2018 H1: 17.6p) ● ● ● ● ● Duke action London Stock Exchange Group Strong financial performance Continued good growth in Information Services and Post Trade Continue to make good progress towards achievement of financial targets FTSE Russell revenue up 9% to £315m Benchmarked AUM to FTSE Russell indices increased 9% to $705bn LCH revenue up 12% to £266m driven by strong OTC volume growth notably in SwapClear Adjusted Operating profit up 11% to £533m with good cost control Leverage at 1.7x adjusted net debt: pro forma EBITDA Page 3#4Contents buksaim 1. Creating a financial markets infrastructure ("FMI") leader of the future 2. Refinitiv: a leading global provider of financial markets data, analytics and infrastructure 3. Industry defining transaction 4. Financial highlights 5. Management and governance London Stock Exchange Group Page 4#5Key transaction terms Purchase price Management Governance Headquarters buksaim London Stock Exchange Group All share transaction Enterprise value of approximately $27bn with an equity value of $14.5bn (1) Total new shares issued to Refinitiv shareholders will result in approximately 37% economic interest and less than 30% voting interest in LSEG Represents 2018 EV / Adjusted EBITDA multiple of 11.9x (²) Combined business will be chaired by LSEG's Chairman Don Robert and led by LSEG's CEO David Schwimmer with David Warren as CFO Refinitiv's CEO David Craig will join LSEG's Executive Committee and continue as CEO of Refinitiv 3 new members to be added to the Board: 2 from Blackstone and 1 from Thomson Reuters LSEG will remain in compliance with the UK Corporate Governance Code following completion Note: (1) Based on Refinitiv's net debt of $12.5bn and other adjustments as of June 2019 (2) Adjusted EBITDA multiple also includes run rate cost saves delivered as of Q2 2019 adjusted for cost saves achieved during 2018 LSEG's global business continues to be headquartered in London LSEG will retain its Premium Listing on the Official List of the FCA and trade on London Stock Exchange plc's Main Market for listed securities Page 5#6London Stock Exchange Group Creates significant value and reshapes the industry Transforms LSEG's position as a leading global financial markets infrastructure group 1 Ability to benefit from global growth opportunities with greater range of leading businesses and enhanced strategic balance 2 3 Significantly enhances LSEG's customer proposition in data and analytics Combination of valuable datasets with extensive distribution and IP capabilities, boosting revenue opportunities 5 Creates a global multi-asset capital markets business Adds high-growth execution venues in the two largest traded asset classes: FX and fixed income 4 Deepens and expands our shared core principles of customer partnership and open access Continued partnership with customers to deliver innovative solutions across the financial markets value chain Compelling financial profile: Sustainable growth and substantial synergies 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 c.70% recurring subscription-based revenue Over 30% adjusted EPS accretion in the first full year post completion and increasing in years 2 and 3 Note: These statements are based on non-IFRS financial projections on Refinitiv. These statements may be subject to amendment by LSEG in the Circular and Prospectus when based on Refinitiv financial projections under IFRS and/ or IFRS-consistent accounting policies adopted by LSEG in its own internal Group projections (1) Revenue excludes recoveries and includes treasury income and other income Page 6#7Anticipating customer needs in the fast aum bestion evolving financial markets infrastructure landscape Historic landscape Geographic constraints Significant overheads in processing of data Voice trading in FX and fixed income markets Individual asset class based trading and investing Fragmented value chain Future landscape Global borderless trading Automation and digitisation unlocking value from data Electronification of all asset classes Highly automated multi- asset investment strategies Coverage across value chain London Stock Exchange Group Open access to platforms and services Core capabilities of future FMI provider GLOBAL FOOTPRINT LEADING DATA & ANALYTICS CAPABILITIES MULTI-ASSET COVERAGE Page 7#8Positions LSEG for future growth LSEG has successfully capitalised on structural trends in the past through M&A and organic strategies 1 Shift to passives - ETF growth - Expanding index requirements and innovation Leading index and analytics business FTSE Russell The Yield Book by FTSE Russell 2 Regulatory driven growth in post trade - OTC clearing mandates introduced — Driving margin and capital efficiencies - Increased risk management transparency Note: (1) Minority stake (2) Refinitiv Data Platform was formerly known as Elektron Data Platform Leading risk and balance sheet management offering LCH The Markets CC&G euroclear (1) 3 Technology-enabled Acquisition positions LSEG for growth in ongoing evolution of financial markets innovation - Automation and digitisation unlocking value from data Rising demand for data and analytics Commercialisation of proprietary and alternative data Globalisation of markets Dukeratin London Stock Exchange Group 4 Multi asset investment and trading strategies Investor shift to multi asset portfolios - Electronification of fixed income markets - Increased importance of the buy-side Leading global financial markets infrastructure group REFINITIV REFINITIV DATA PLATFORM (2) EIKON FXall Tradeweb Page 8#9Creates a new global financial markets infrastructure leader London Stock Exchange Group A leading global financial markets infrastructure business -Successful open access philosophy and customer partnership approach - Systemically important, world-class businesses serving global customer base - Leading global OTC clearer with over $1,000tn of notional cleared in 2018: LCH -Leading global multi-asset index company with $15tn in AuM and $705bn ETF AUM: FTSE Russell -Leading European equities trading business - Strong track record of top-line organic growth and strategic M&A 2018 Revenue: £2.1bn (1) 2018 Adj. EBITDA: £1.1bn 1 GLOBAL SCALE AND GEOGRAPHIC DIVERSIFICATION 2 WORLD CLASS DATA CONTENT, MANAGEMENT AND DISTRIBUTION CAPABILITY 3 MULTI-ASSET CLASS CAPITAL MARKETS FUNCTIONALITY Note: (1) Revenue includes treasury income and other income (2) Revenue adjusted for business not transferred and excludes recoveries (3) Refinitiv's performance for the 12 months to 31 December 2018 has been translated from USD to GBP using an FX rate of 1.34 Dukeratin London Stock Exchange Group REFINITIV - A leading global provider of data, analytics and financial markets solutions - Open platform promoting partner community, solutions and efficiency Global reach and significant customer connectivity Best-in-class capabilities in data collection, management and distribution - Leading trading venues in FX and fixed income: FXall and Tradeweb - 150,000 data sources, over 10,000 data partners and 24,000 developer community – Significant recent investment to accelerate growth -High quality, highly recurring subscription- based revenue base 2018 Revenue: £4.3bn (2)(3) 2018 Adj. EBITDA: £1.5bn (³) Page 9#10Delivers attractive financial returns for shareholders 1 Enhanced revenue (1) mix with attractive growth 2) Significant synergies 3 Attractive returns Maintains current 4) capital management framework — buksaim London Stock Exchange Group c.70% recurring subscription-based revenue up from c.40% 5-7% revenue CAGR targeted over the first three years post completion Annual run rate cost synergies in excess of £350m Annual run rate revenue synergies in excess of £225m Over 30% adjusted EPS accretion in the first full year post completion and increasing in years 2 and 3 ROIC expected to exceed investment criteria in the 3rd year post completion 1.0 - 2.0x target leverage in 24-30 months post completion, from around 3.5x at completion - Maintaining current progressive dividend policy 5) Committed, long-term new shareholders with interests fully aligned Note: These statements are based on non-IFRS financial projections on Refinitiv. These statements may be subject to amendment by LSEG in the Circular and Prospectus when based on Refinitiv financial projections under IFRS and / or IFRS-consistent accounting policies adopted by LSEG in its own internal Group projections (1) Revenue excludes recoveries and includes treasury income and other income Page 10#11Refinitiv: a leading global provider of financial markets data, analytics and infrastructure Page 11

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Sumitomo Mitsui Financial Group 2021 Financial Overview image

Sumitomo Mitsui Financial Group 2021 Financial Overview

Financial

Organic Capital Generation and IFRS Transition Outlook image

Organic Capital Generation and IFRS Transition Outlook

Financial

Acquisition of Marshall & Ilsley Corp. image

Acquisition of Marshall & Ilsley Corp.

Financial

SMBC Group's Financial and Credit Portfolio image

SMBC Group's Financial and Credit Portfolio

Financial

Blue Stripe Fund Summary image

Blue Stripe Fund Summary

Financial

BRI Performance Highlights and Green Initiatives image

BRI Performance Highlights and Green Initiatives

Financial

Latvia Stability Programme Report image

Latvia Stability Programme Report

Financial

International Banking Volume & Growth Summary image

International Banking Volume & Growth Summary

Financial