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Deutsche Börse AG: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc

Release date: 31 Mar 2017 11.09 AM

Deutsche Börse AG: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Deutsche Börse AG: RECOMMENDED ALL-SHARE MERGER BETWEEN DEUTSCHE BÖRSE AG AND LONDON STOCK EXCHANGE GROUP PLC - European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc

Today, the decision of the European Commission to prohibit the recommended allshare merger between Deutsche Börse AG ("DBAG") and London Stock Exchange Group plc ("LSEG") has officially been served to DBAG. Hence, it has become impossible to fulfil the closing condition set forth in section 14.1 B.7 (EC Merger Control) of the offer document for the exchange offer made by HLDCO123 PLC to the shareholders of DBAG on 1 June 2016. Accordingly, the exchange offer has automatically lapsed and the co-operation agreement entered into between amongst others DBAG and LSEG on 16 March 2016 has automatically terminated.

In accordance with the terms of the exchange offer made by HLDCO123 PLC to the shareholders of DBAG on 1 June 2016, HLDCO123 PLC will publish the termination of the exchange offer and will instruct the custodian banks of the DBAG shareholders who have accepted the exchange offer to unwind (rückabwickeln) the exchange offer by re-booking the tendered DBAG shares. The re-booking of the tendered DBAG shares (ISIN DE000A2AA253) into the original ISIN (ISIN DE0005810055) is expected to occur on 3. April 2017 after close of trading. At the same time, trading of tendered DBAG shares maintained under the ISIN DE000A2AA253 will be terminated.

The re-booking and re-transfer is free of costs and expenses for those DBAG shareholders who hold DBAG shares in collective safe custody with a custodian bank provided that the custodian bank itself holds these shares in custody in a securities account at Clearstream.


DISCLAIMER

This announcement is neither an offer to purchase, exchange or sell nor a solicitation of an offer to purchase, exchange or sell shares. The terms and further provisions regarding the exchange offer by HLDCO123 PLC to the shareholders of DBAG were - to the extent not amended - set forth in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

The HLDCO123 PLC 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, HLDCO123 PLC 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 HLDCO123 PLC shares in the USA.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, HLDCO123 PLC or its brokers may purchase, or conclude agreements to purchase, DBAG shares, directly or indirectly, outside of the scope of the exchange offer. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for DBAG 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 DBAG 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 DBAG and LSEG believe that the expectations reflected in such forwardlooking statements are reasonable, DBAG 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.

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