DGAP-WpÜG: Pflichtangebot

Target company: Deutsche Börse Aktiengesellschaft; Bidder: HLDCO123 PLC Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- HLDCO123 PLC Supplement to the publication of the decision to launch a public takeover offer in accordance with § 10 para. 1 sentence 1 in conjunction with § 29 para. 1 and § 34 of the German Securities Acquisition and Takeover Act dated 16 March 2016 Bidder: HLDCO123 PLC c/o Hackwood Secretaries Limited One Silk Street London EC2Y 8HQ United Kingdom incorporated in England and Wales with company number 10053870 Target Company: Deutsche Börse Aktiengesellschaft Mergenthalerallee 61 65760 Eschborn registered in the commercial register of the local court of Frankfurt am Main under HRB 32232. ISIN: DE0005810055 On 16 March 2016, HLDCO123 PLC, a newly formed public limited company incorporated under the laws of England and Wales (TopCo), decided to offer to the shareholders of Deutsche Börse Aktiengesellschaft (Deutsche Börse), by way of a voluntary public takeover offer (the Exchange Offer), to acquire their no-par value registered shares in Deutsche Börse representing a pro rata amount of the registered share capital of Deutsche Börse of EUR 1.00 per share (ISIN: DE0005810055) (Deutsche Börse Shares). Separately, on the same date, TopCo announced its firm intention to make an offer, in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers (the UK Code) to acquire all of the issued and to be issued share capital of London Stock Exchange Group plc (LSEG), to be effected by way of a scheme of arrangement (the Scheme of Arrangement). TopCo's acquisitions of Deutsche Börse (by way of a voluntary takeover offer) and LSEG (by a scheme of arrangement) (together, the 'Merger') are inter-conditional such that, upon completion of the Merger, TopCo will be the holding company for the combined Deutsche Börse and LSEG groups (the Combined Group). As supplement to the publication of the decision to launch a public takeover offer in accordance with § 10 para. 1 sentence 1 in conjunction with § 29 para. 1 and § 34 of the German Securities Acquisition and Takeover Act dated 16 March 2016, TopCo hereby notifies that the Exchange Offer will be subject to the completion conditions which are published also in German language on the internet at www.mergerdocuments-db-lseg.com. A deviation from these completion conditions would require the consent of the UK Panel on Takeovers and Mergers. However, a valid waiver or amendment of the respective completion condition in accordance with § 21 para. 1 sentence 1 no. 3 and no. 4 of the German Securities Acquisition and Takeover Act remains permissible. The Exchange Offer will be made by way of an exchange offer. As consideration for the Deutsche Börse Shares tendered to TopCo, Deutsche Börse shareholders will be entitled to receive one new share in TopCo (TopCo Share) for each Deutsche Börse Share. For the purpose of clarification TopCo hereby notifies that the TopCo Shares will be admitted to trading on the regulated market of the Frankfurt Stock Exchange and the London Stock Exchange at the time of the settlement of the Exchange Offer. Important information: This announcement is neither an offer to exchange or purchase nor a solicitation of an offer to exchange or purchase shares. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase TopCo Shares. The final terms and further provisions regarding the public takeover offer by TopCo to the shareholders of Deutsche Börse will be set forth in the offer document and will be published once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Deutsche Börse shares are strongly recommended to read the offer document and all other documents in connection with the public takeover 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, a public takeover 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 TopCo 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, TopCo 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 TopCo Shares in the USA. If TopCo Shares may in TopCo'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 offer will receive, in lieu of TopCo Shares to which it would otherwise be entitled the net cash proceeds of the sale of such TopCo Shares. To the extent permissible under applicable law or regulation, and in accordance with German market practice, TopCo or its brokers may purchase, or conclude agreements to purchase, Deutsche Börse Shares, directly or indirectly, outside of the scope of the public takeover 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 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. This announcement contains statements which are, or may be deemed to be, 'forward-looking statements'. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Deutsche Börse and LSEG about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as 'plans', 'expects' or 'does not expect', 'is expected', 'is subject to', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might' or 'will' be taken, occur or be achieved. Although Deutsche Börse and LSEG believe that the expectations reflected in such forward-looking statements are reasonable, Deutsche Börse and LSEG can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. 16 March 2016 HLDCO123 PLC Board of Directors End of the WpÜG announcement End of WpÜG announcement The 16.03.2016DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. 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