London Stock Exchange Group plc · LSE:LSEG

London Stock Exchange — Merger or Acquisition (February 2011)

20 slides from London Stock Exchange's merger presentation, Feb 9, 2011

  1. Slide 1: London Stock Exchange Group and TMX Group Join Forces in Merger of Equals

    London Stock Exchange Group plc and TMX Group Inc. Join Forces in Merger of Equals Creation of an International Exchange Leader Strongly Positioned for Growth 9 February 2011

  2. Slide 2: Creation of an International Exchange Leader

    Creation of an International Exchange Leader • Premier international listings venue • Global leader in resource and SME listings • Leader in pan-European equities • Trade across multiple asset classes • Leading fixed income business • Canada’s premier equities platform • London is the price discover

  3. Slide 3: Highly Compelling Combination

    Highly Compelling Combination 9 Leading global listings franchise 9 World-class global brands 9 Highly diversified across asset classes and geographies London 9 Innovative post-trade services Vancouver Calgary Toronto Montreal Milan 9 Global information business Rome Beijing Chicago Boston Tokyo 9 L

  4. Slide 4: Merger of Equals: Transaction Highlights

    Merger of Equals: Transaction Highlights • All-share merger of equals – TMX Group Inc. (“TMX”) shareholders to receive consideration in London Stock Exchange Group plc (“LSEG”) shares or Toronto Stock Exchange-listed exchangeable shares of a Canadian subsidiary of LSEG Key Merger Terms – Post-merger

  5. Slide 5: Highly Diversified by Revenue and Geography

    Highly Diversified by Revenue and Geography Increased Scope Increased Reach Increased Scale Revenue by Business (1) Revenue by Geography (2) Revenue by Exchanges Technology Cash Equities & CME Services & Other Issuer Services Fixed Income 7% 13% Trading & Deutsche Borse Related 7% UK North NYSE Euro

  6. Slide 6: Strong Portfolio of World-Class Global Brands

    Strong Portfolio of World-Class Global Brands Global and Large-Cap Issuer Services Venture / SME Cash Equities Derivatives Trading and Energy Post-Trade Cash Fixed Income Post-Trade Information Services Technology Services Increased opportunities for cross-selling and product innovation Note: Busine

  7. Slide 7: World's Leading Global Listing Franchise

    Issuer Services Trading & Post-Trade Information Services Technology Services World’s Leading Global Listing Franchise (1) (1) Gateway to Leading Global Pools of Capital Formation and Liquidity #1 Venue by Number of Listings #1 Venue by Number of Mining & #1 Venue by Number of Venture or Energy List

  8. Slide 8: Trading & Post-Trade Platforms Across Markets & Asset Classes

    Issuer Services Trading & Post-Trade Information Services Technology Services Trading & Post-Trade Platforms Across Markets & Asset Classes Cash Equities Cash Fixed Income Derivatives Energy & Commodities • Pre-eminent equity exchanges • #1 electronic government bond • Trade and clear in Canadian, •

  9. Slide 9: Diversified Global Information Services Business

    Issuer Services Trading & Post-Trade Information Services Technology Services Diversified Global Information Services Business Robust Offering of Data Services International Real-Time Data Distribution Revenue Breakdown LSE / Borsa Italiana # of TSX /TSX-V / MX # of Professional Terminals Subscripti

  10. Slide 10: High-Performance Cost-Effective Technology Solutions and Efficiencies

    Issuer Services Trading & Post-Trade Information Services Technology Services High-Performance Cost-Effective Technology Solutions and Efficiencies Internally and for Third-Party Customers • MillenniumIT: cash equities/fixed income trading & post-trade with broad suite of applications • SOLA: leadin

  11. Slide 11: Significant Growth Opportunities

    Significant Growth Opportunities • Build on #1 global positions in natural resources, mining, energy, clean technology and SMEs to attract new listings Issuer Services • Facilitate cross-listing and admissions subject to regulatory approval Cash Equities • Roll out MTF dark pool expertise to new geo

  12. Slide 12: Significant Cost Efficiencies Based on Successful Integration Track Records

    Significant Cost Efficiencies Based on Successful Integration Track Records • Primarily driven by common technology platforms for cash markets IT • Fully deploy SOLA technology across derivatives platforms • Rationalise / consolidate functions and systems Non-IT • Reduce corporate costs • Represents

  13. Slide 13: Combined Financial Profile – Increased Financial Strength

    Combined Financial Profile – Increased Financial Strength (£ / C$ in millions) LSEG TMX LSEG + TMX (1) (30 September 2010 LTM) (31 December 2010 LTM) Revenue – Reported (2) £633 / C$1,027 £362 / C$575 £995 / C$1,603 Revenue – Billed (2,3) £633 / C$1,027 £394 / C$626 £1,026 / C$1,653 Operating Cash F

  14. Slide 14: Timetable / Key Approvals

    Timetable / Key Approvals Timetable Key Approvals • UK class 1 circular, prospectus and Investment Canada Act Posting of Canadian plan of arrangement information circular Documentation Competition Act • Estimate posting 13-15 weeks post announcement (1) Canada Ontario Securities Commission / Autorit

  15. Slide 15: Creation of a Strong Organisation on a Global and Local Level

    Creation of a Strong Organisation on a Global and Local Level Organisational Structure Merged Group LSEG TMX London Milan & Toronto Colombo Montreal Calgary Vancouver Joint HQ Rome Joint HQ International Listings, Global Fixed Income & Equities Technology Global Primary Markets Global Derivatives Gl

  16. Slide 16: Creation of International Exchange Leader Strongly Positioned for Growth

    Creation of International Exchange Leader Strongly Positioned for Growth • #1 globally by number of total listings and for listings of natural resources, mining, energy and clean technology companies, as well as SMEs • World-class brands operating in cash equities, derivatives, energy and cash fixed

  17. Slide 17: Forward-Looking Information

    FORWARD-LOOKING INFORMATION This presentation, including oral statements made by LSEG and TMX or our representatives, contains “forward-looking information” (including as defined in applicable Canadian securities legislation). This information is based on the current expectations, assumptions, proje

  18. Slide 18: Accounting Matters

    ACCOUNTING MATTERS LSEG reports under IFRS and the merged company will report under IFRS. TMX will report under IFRS commencing 1 January 2011 but, unless otherwise indicated, financial information contained in this presentation with respect to TMX has been compiled based on Canadian GAAP in effect

  19. Slide 19: Supplemental Materials

    London Stock Exchange Group plc and TMX Group Inc. Join Forces in Merger of Equals Creation of an International Exchange Leader Strongly Positioned for Growth Supplemental Materials 24 February 2011 – 19 –

  20. Slide 20: Merger Creates a Leading Global Listings Franchise

    Merger Creates a Leading Global Listings Franchise (1) Total Listings Total Market Capitalisation (C$ billions) Industry LSEG+TMX LSEG+TMX Mining 1,531 203 1,734 $563 $636 $1,199 Oil & Gas 394 169 563 425 1,372 1,798 Clean Technology 132 123 255 18 50 68 Financial Services 124 344 468 484 1,304 1,78

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