029 Group SE

M&A Activity • Mar 16, 2016

News Details

Takeover Bids | 16 March 2016 23:05

Takeover Offer;

Target company: Deutsche Börse Aktiengesellschaft; Bidder: HLDCO123 PLC

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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HLDCO123 PLC

Supplement to the publication of the decision to launch a public takeover

offer in accordance with § 10 para. 1 sentence 1 in conjunction with § 29

para. 1 and § 34 of the German Securities Acquisition and Takeover Act

dated 16 March 2016

Bidder:

HLDCO123 PLC

c/o Hackwood Secretaries Limited

One Silk Street

London EC2Y 8HQ

United Kingdom

incorporated in England and Wales with company number 10053870

Target Company:

Deutsche Börse Aktiengesellschaft

Mergenthalerallee 61

65760 Eschborn

registered in the commercial register of the local court of Frankfurt am

Main under HRB 32232.

ISIN: DE0005810055

On 16 March 2016, HLDCO123 PLC, a newly formed public limited company

incorporated under the laws of England and Wales (TopCo), decided to offer

to the shareholders of Deutsche Börse Aktiengesellschaft (Deutsche Börse),

by way of a voluntary public takeover offer (the Exchange Offer), to

acquire their no-par value registered shares in Deutsche Börse representing

a pro rata amount of the registered share capital of Deutsche Börse of EUR

1.00 per share (ISIN: DE0005810055) (Deutsche Börse Shares). Separately, on

the same date, TopCo announced its firm intention to make an offer, in

accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers (the

UK Code) to acquire all of the issued and to be issued share capital of

London Stock Exchange Group plc (LSEG), to be effected by way of a scheme

of arrangement (the Scheme of Arrangement). TopCo’s acquisitions of

Deutsche Börse (by way of a voluntary takeover offer) and LSEG (by a scheme

of arrangement) (together, the ‘Merger’) are inter-conditional such that,

upon completion of the Merger, TopCo will be the holding company for the

combined Deutsche Börse and LSEG groups (the Combined Group).

As supplement to the publication of the decision to launch a public

takeover offer in accordance with § 10 para. 1 sentence 1 in conjunction

with § 29 para. 1 and § 34 of the German Securities Acquisition and

Takeover Act dated 16 March 2016, TopCo hereby notifies that the Exchange

Offer will be subject to the completion conditions which are published also

in German language on the internet at www.mergerdocuments-db-lseg.com. A

deviation from these completion conditions would require the consent of the

UK Panel on Takeovers and Mergers. However, a valid waiver or amendment of

the respective completion condition in accordance with § 21 para. 1

sentence 1 no. 3 and no. 4 of the German Securities Acquisition and

Takeover Act remains permissible.

The Exchange Offer will be made by way of an exchange offer. As

consideration for the Deutsche Börse Shares tendered to TopCo, Deutsche

Börse shareholders will be entitled to receive one new share in TopCo

(TopCo Share) for each Deutsche Börse Share. For the purpose of

clarification TopCo hereby notifies that the TopCo Shares will be admitted

to trading on the regulated market of the Frankfurt Stock Exchange and the

London Stock Exchange at the time of the settlement of the Exchange Offer.

Important information:

This announcement is neither an offer to exchange or purchase nor a

solicitation of an offer to exchange or purchase shares. Moreover, this

announcement is neither an offer to purchase nor a solicitation to purchase

TopCo Shares. The final terms and further provisions regarding the public

takeover offer by TopCo to the shareholders of Deutsche Börse will be set

forth in the offer document and will be published once such publication has

been approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of

Deutsche Börse shares are strongly recommended to read the offer document

and all other documents in connection with the public takeover offer as

soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any

exceptions granted by the relevant regulatory authorities, a public

takeover offer is not being made directly or indirectly, in or into those

jurisdictions where to do so would constitute a violation pursuant to the

laws of such jurisdiction.

The TopCo Shares have not been and will not be registered under the U.S.

Securities Act of 1933, as amended, or with any securities regulatory

authority of any state or any other jurisdiction of the USA. Therefore,

subject to certain exceptions, TopCo Shares may not be offered or sold

within the USA or in any other jurisdiction, where to do so would be a

violation of applicable law. There is no public offering of TopCo Shares in

the USA. If TopCo Shares may in TopCo’s opinion not be offered or delivered

to a U.S. shareholder according to the U.S. Securities Act of 1933, such

U.S. shareholder that validly accepts the offer will receive, in lieu of

TopCo Shares to which it would otherwise be entitled the net cash proceeds

of the sale of such TopCo Shares.

To the extent permissible under applicable law or regulation, and in

accordance with German market practice, TopCo or its brokers may purchase,

or conclude agreements to purchase, Deutsche Börse Shares, directly or

indirectly, outside of the scope of the public takeover offer, before,

during or after the acceptance period. This applies to other securities

that are directly convertible into, exchangeable for, or exercisable for

Deutsche Börse Shares. These purchases may be completed via the stock

exchange at market prices or outside the stock exchange at negotiated

conditions. Any information on such purchases will be disclosed as required

by law or regulation in Germany or any other relevant jurisdiction.

This announcement contains statements which are, or may be deemed to be,

‘forward-looking statements’. Forward-looking statements are prospective in

nature and are not based on historical facts, but rather on current

expectations and projections of the management of Deutsche Börse and LSEG

about future events, and are therefore subject to risks and uncertainties

which could cause actual results to differ materially from the future

results expressed or implied by the forward-looking statements. Often, but

not always, forward-looking statements can be identified by the use of

forward-looking words such as ‘plans’, ‘expects’ or ‘does not expect’, ‘is

expected’, ‘is subject to’, ‘budget’, ‘scheduled’, ‘estimates’,

‘forecasts’, ‘intends’, ‘anticipates’ or ‘does not anticipate’, or

‘believes’, or variations of such words and phrases or statements that

certain actions, events or results ‘may’, ‘could’, ‘should’, ‘would’,

‘might’ or ‘will’ be taken, occur or be achieved. Although Deutsche Börse

and LSEG believe that the expectations reflected in such forward-looking

statements are reasonable, Deutsche Börse and LSEG can give no assurance

that such expectations will prove to be correct. By their nature,

forward-looking statements involve risk and uncertainty because they relate

to events and depend on circumstances that will occur in the future. There

are a number of factors that could cause actual results and developments to

differ materially from those expressed or implied by such forward-looking

statements.

16 March 2016

HLDCO123 PLC

Board of Directors

End of the WpÜG announcement

End of WpÜG announcement

The 16.03.2016DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Media archive at www.dgap-medientreff.de and www.dgap.de

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