DGAP-Adhoc: Deutsche Börse AG: Preliminary acceptance level of the exchange offer made by HLDCO123 PLC to the shareholders of Deutsche Börse AG exceeds the minimum acceptance threshold


Deutsche Börse AG  / Key word(s): Mergers & Acquisitions

26.07.2016 17:42

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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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: Preliminary acceptance level of the exchange offer made
by HLDCO123 PLC to the shareholders of Deutsche Börse AG exceeds the
minimum acceptance threshold

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.


DISCLAIMER

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.


Contact:
Deutsche Börse AG
Media Relations
Phone: +49-(0) 69-2 11-1 15 00 
E-mail: media-relations@deutsche-boerse.com


26.07.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language:     English
Company:      Deutsche Börse AG
              -
              60485 Frankfurt / Main
              Germany
Phone:        +49 (0)69 211 - 0
Fax:          
E-mail:       ir@deutsche-boerse.com
Internet:     www.deutsche-boerse.com
ISIN:         DE0005810055, DE000A2AA253, DE000A1RE1W1, DE000A1R1BC6,
              DE000A161W62, DE000A1684V3
WKN:          581005, A2AA25, A1RE1W, A1R1BC, A161W6, A1684V
Indices:      DAX
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
              Munich, Stuttgart, Tradegate Exchange; Terminbörse EUREX
 
End of Announcement                             DGAP News-Service
 
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