European Commission prohibits recommended all-share merger between Deutsche Börse AG and London Stock Exchange Group plc

Frankfurt - 31 March 2017

Unwinding of the exchange offer by re-booking the tendered DBAG shares expected on 3 April 2017 after close of trading 

Today, the decision of the European Commission to prohibit the recommended all-share 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.

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