029 Group SE

M&A Activity • Mar 16, 2016

News Details

Takeover Bids | 16 March 2016 07:59

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.

—————————————————————————

HLDCO123 PLC

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

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 and its shares the LSEG Shares), 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).

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.

As consideration for the LSEG Shares acquired by TopCo pursuant to the

Scheme of Arrangement, LSEG shareholders will be entitled to receive 0.4421

of a TopCo Share in exchange for each LSEG Share.

The completion of the Merger will be subject to certain conditions. For the

Exchange Offer, this will include, in particular, receiving necessary

antitrust clearances and other required regulatory consents as well as

achieving a minimum acceptance threshold of 75% of the sum of the Deutsche

Börse Shares existing as at the end of the acceptance period minus the

Deutsche Börse Shares held by Deutsche Börse at the time of the publication

of the offer document. It will also be conditional upon the sanction, by

the High Court of Justice in England and Wales, of the Scheme of

Arrangement, which is itself subject to certain conditions including

antitrust and regulatory clearances and approval of a majority in number of

the LSEG shareholders representing 75 per cent in value of the

shareholders, present and voting either in person or by proxy at the LSEG

shareholders’ meeting to be convened by LSEG. The Merger will also require

approval at a general meeting of LSEG by a majority of the shareholders.

The Exchange Offer and the Scheme of Arrangement are inter-conditional such

that completion of the Merger will only occur if both Exchange Offer and

the Scheme of Arrangement are completed by TopCo.

TopCo further reserves the right that, to the extent legally permissible,

the final terms and conditions of the Exchange Offer may deviate from the

above conditions and other key parameters.

The offer document for the Exchange Offer (the Deutsche Börse Offer

Document) and further notifications relating to the Exchange Offer will be

published on the internet at www.mergerdocuments-db-lseg.com.

The full text of the announcement made today by TopCo under Rule 2.7 of the

UK Code of its firm intention to make an offer to acquire all of the issued

and to be issued share capital of LSEG in connection with the Merger can be

found at www.mergerdocuments-db-lseg.com as well.

Further information on the transaction:

Following authorization by the board of directors of each of LSEG and TopCo

as well as authorization by the supervisory board and according resolution

by the management board of Deutsche Börse, Deutsche Börse and LSEG today

entered into a Co-operation Agreement relating to the implementation of the

Merger by TopCo.

Following the completion of the Merger, TopCo will seek to have its shares

admitted to a prime standard listing on the Frankfurt Stock Exchange and a

premium listing on the London Stock Exchange. It is envisaged that TopCo

Shares will be eligible for inclusion in the DAX / EuroSTOXX 50 series and

the FTSE UK Index series.

The Combined Group will have its headquarters in Frankfurt and London, with

an efficient distribution of central corporate functions in both locations.

Initially following completion, the TopCo Board will initially comprise 16

directors with Deutsche Börse and LSEG nominating 7 non-executive directors

each (including the Chairman and the Deputy Chairman and Senior Independent

Director, who are identified below). It is expected that the TopCo Board

will subsequently be reduced to 14 directors as a non-executive director

nominated by each of Deutsche Börse and LSEG will stand down. The initial

composition of the TopCo Board is as follows:

– Donald Brydon will become Chairman;

– Joachim Faber will become Deputy Chairman and Senior Independent

Director;

– Carsten Kengeter will become Chief Executive;

– David Warren will become CFO; and

– Six further non-executive directors nominated by Deutsche Börse and six

further non-executive directors nominated by LSEG.

The board of directors of TopCo will be a unitary board with equal

representation from Deutsche Börse and LSEG and will be constituted and

operate in accordance with UK Corporate Governance Code requirements.

With effect from this announcement LSEG and Deutsche Börse have established

a committee (‘Referendum Committee’) (which following completion will

become a committee of the TopCo Board), whose purpose is to consider the

ramifications of any vote for the United Kingdom to leave the European

Union on the Combined Group. The Referendum Committee has been tasked with

assessing the political impact on the business of the Combined Group of the

United Kingdom leaving the European Union, including any issues that

Deutsche Börse and LSEG and, following completion, the Topco Board

specifically requests the Referendum Committee to consider and to make

recommendations to Deutsche Börse and LSEG and, following completion, the

TopCo Board in the context of this remit. Recommendations made by the

Referendum Committee to Deutsche Börse and LSEG and, following completion,

the TopCo Board will not be binding but the directors of those entities

will each give serious consideration to the advice and recommendations put

forward by the Referendum Committee. The guiding principle for this

Referendum Committee will be that its sole concern is the best interest of

clients and shareholders of the Combined Group.

It is currently expected that the Merger will be completed by the end of Q4

2016 or during Q1 2017.

Following completion of the Merger and assuming a 100% acceptance of the

Exchange Offer, the former Deutsche Börse shareholders would own

approximately 54.4 per cent of TopCo and the former LSEG shareholders would

own approximately 45.6 per cent of TopCo on a fully diluted basis.

Pursuant to the Scheme of Arrangement, which will be effected pursuant to

the laws of England and Wales, LSEG will become a subsidiary of TopCo and

each LSEG shareholder will be entitled to receive 0.4421 of a TopCo Share

in consideration for each LSEG Share. TopCo’s acquisition of LSEG will

require the approval of a majority in number of the LSEG shareholders,

representing 75 per cent in value of the shareholders, present and voting

either in person or by proxy at the LSEG shareholders’ meeting to be

convened by LSEG for the purpose of approving the Scheme of Arrangement, as

well as the sanction of the High Court of Justice of England and Wales. The

Merger will also require approval at a general meeting of LSEG by a

majority of the shareholders.

The Merger is further subject to necessary antitrust clearances and other

required regulatory consents as well as further customary closing

conditions.

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 Deutsche Börse 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

Deutsche Börse 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 Deutsche Börse 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

—————————————————————————

Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Terminbörse

EUREX