Recommended All-Share Merger Between Deutsche Börse AG and London Stock Exchange Group

11 July 2016

On June 1st 2016, HLDCO123 PLC (“HoldCo”), London, United Kingdom, published the offer document regarding its voluntary public takeover offer in the form of an exchange offer to the shareholders of Deutsche Börse AG, Frankfurt am Main, for acquiring all registered no-par-value shares in Deutsche Börse AG (the “Exchange Offer”). The Exchange Offer and the agreements which are concluded by accepting the Exchange Offer are – as further described in the offer document – subject to various closing conditions, amongst others a minimum acceptance threshold of 75% of the shares in Deutsche Börse AG (the “Exchange Offer Acceptance Condition”). HoldCo today announces it has lowered the threshold required for acceptances under the Exchange Offer Acceptance Condition from 75% to 60% of the Deutsche Börse Shares (less treasury shares) at the time of expiration of the Acceptance Period. HoldCo intends to publish this offer amendment today amongst other on the Internet.

Due to this offer amendment, the acceptance period of the Exchange Offer will be extended by two weeks and will now expire on 26 July 2016 at 24:00 (CEST). The lowering of the minimum acceptance threshold is in line with the German securities acquisition and takeover act.

This decision reflects feedback from a number of institutional index funds that are only technically capable of tendering their Deutsche Börse shares after the minimum acceptance threshold has been reached and once the untendered shares are replaced by the tendered shares in the respective index. Index funds represent up to 15% of Deutsche Börse shares. For the DAX as the most relevant index the replacement takes place two trading days after 50% of the Deutsche Börse shares have been tendered. For STOXX and MSCI the thresholds are 75% and above. As most institutional shareholders only tender their shares on the last day of the initial offer period the 50% threshold will not be achieved prior to that day, hence the replacement will take place after the end of the initial offer period. The reduction of the acceptance threshold to 60% addresses that technical issue, enabling Index funds to tender their shares in the extended initial offer period (or the two week additional offer period which follows if the offer threshold has been met).

Deutsche Börse CFO Gregor Pottmeyer said: “With this step we respect the technical barrier of up to 15% of our shareholders namely Index Funds, which are not able to tender their shares prior to the replacement of the untendered shares by the tendered shares in the respective index. Deutsche Börse will adjust the index calculation for its blue chip index DAX two days after the 50% threshold is exceeded. This change in procedure is a purely technical one. We are confident that we will reach the 75% threshold in the course of the full tender process.”

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