DGAP-Adhoc

Deutsche Börse AG: Recommended All-Share Merger between Deutsche Börse AG and London Stock Exchange Group plc - Update on the European Commission Review and Potential Sale of LCH SA by London Stock Exchange Group

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

28.09.2016 15:48

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: Recommended All-Share Merger between Deutsche Börse AG
and London Stock Exchange Group plc - Update on the European Commission
Review and Potential Sale of LCH SA by London Stock Exchange Group

Deutsche Börse AG ("Deutsche Börse") notes the European Commission's
announcement confirming the commencement of Phase II proceedings in
connection with its review of the recommended merger of Deutsche Börse and
London Stock Exchange Group ("LSEG") which was announced on 16 March 2016
(the "Merger").

LSEG has confirmed that in order to be able to address proactively
anti-trust concerns raised by the European Commission in relation to
certain businesses, LSEG and LCH Group Limited intend to explore a
potential sale of LCH SA, LCH Group Limited's
French-regulated operating subsidiary.

Any potential sale of LCH SA would be subject to the review and
approval by the European Commission in connection with the Merger and other
customary conditions including relevant regulatory approvals. It would also
be conditional on the successful closing of the Merger.

DISCLAIMER

This announcement is neither an offer to purchase, exchange or sell nor a
solicitation of an offer to purchase, exchange or sell shares. The terms
and further provisions regarding the exchange offer by HLDCO123 PLC to the
shareholders of Deutsche Börse AG were - 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).

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