Preliminary Acceptance Level of the Exchange Offer Made by LSE to Shareholders of Deutsche Börse AG Exceeds Minimum Acceptance Threshold07.27.2016
Deutsche Borse.com – Germany – Based on the declarations of acceptance received and booked so far by the custodian banks for the exchange offer by HLDCO123 PLC, London, United Kingdom to the shareholders of Deutsche Börse AG in connection with the planned combination of Deutsche Börse AG with the London Stock Exchange Group plc, the minimum acceptance threshold of 60% of the Deutsche Börse shares (less treasury shares) has been exceeded (completion condition pursuant to section 14.1 A.1 of the offer document published on 1 June 2016). The preliminary acceptance level as at 17.00 hrs Central European Daylight Savings Time (“CEST”) today amounted to approx. 60.35% of the Deutsche Börse shares (less treasury shares).
The amount of the acceptances validly declared as at the end of the acceptance period (26 July 2016, 24.00hrs CEST) is relevant to determine the satisfaction of the completion condition “minimum acceptance threshold for the exchange offer” (completion condition pursuant to section 14.1 A.1 of the offer document published on 1 June 2016).
The final number of Deutsche Börse shares tendered under the exchange offer during the acceptance period will be published pursuant to section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (WpÜG) as soon as confirmation of the final outcome has been obtained.
This announcement is neither an offer to purchase, exchange or sell nor a solicitation of an offer to purchase, exchange or sell shares but constitutes a legally required announcement in the context of a public takeover offer. The final terms and further provisions regarding the exchange offer by HLDCO123 PLC to the shareholders of Deutsche Börse AG are – 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). Investors and shareholders of Deutsche Börse AG are strongly recommended to read the offer document and all other notifications and documents in connection with the exchange 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, the exchange 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 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. If HLDCO123 PLC shares may in HLDCO123 PLC’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 exchange offer will receive, in lieu of HLDCO123 PLC shares to which it would otherwise be entitled the net cash proceeds of the sale of such HLDCO123 PLC shares.
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, Deutsche Börse AG shares, directly or indirectly, outside of the scope of the exchange 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 AG 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.
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