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