Recommended All-Share Merger of London Stock Exchange Group PLC and Deutsche Börse AG

Recommended All-Share Merger of London Stock Exchange Group PLC (LSEG) and Deutsche Börse AG (DBAG)

 

24 June 2016

> Joint announcement from London Stock Exchange Group plc (“LSEG”) and Deutsche Börse AG (“Deutsche Börse”) - Press Release on UK Referendum

1 June 2016

> Recommended All-Share Merger of London Stock Exchange Group PLC and Deutsche Börse AG - Long Presentation

LSEG Publication of Scheme Document, Exchange Offer Document and Prospectus - RNS 1 June 2016

> LSEG Publication of Scheme Document, Exchange Offer Document and Prospectus – Presentation 1 June 2016

> LSEG Publicaton of Scheme Document, Exchange Offer Document and Prospectus - Conference Call 1Jun2016

> LSEG Scheme of Arrangement Circular 1 June 2016

HoldCo123 PLC Prospectus 1 June 2016

> Exchange offer document 1 June 2016

LSEG Notice of General Meeting (proposed amendments to LSEG plc's articles of association)

> LSEG General Meeting Proxy Form

> LSEG Court Meeting Proxy Form

> Joint announcement from London Stock Exchange Group plc and Deutsche Börse AG - Update on timetable - 18 May 2016

> LSEG Statement regarding Intercontinental Exchange, Inc. (“ICE”) withdrawal - 4 May 2016

> LSEG Clarification Statement - 27 April 2016

> LSEG Clarification Statement - 25 April 2016

16 March 2016

> Recommended All-Share Merger of Equals of London Stock Exchange Group PLC and Deutsche Börse AG - RNS

> Recommended All-Share Merger of Equals of London Stock Exchange Group PLC and Deutsche Börse AG - Recording

 

 

> LSEG statement regards possible offer 1 March 2016 

> LSEG Disclosure of further potential merger terms 26 February 2016

> Disclosure of total London Stock Exchange Group plc shares in issue pursuant to Rule 2.10 23 February 2016

> Initial statement from LSEG on the potential merger with Deutsche Boerse 23 February 2016

 

Disclaimer on potential merger with Deutsche Boerse

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH LONDON STOCK EXCHANGE GROUP PLC REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed merger between London Stock Exchange Group plc (LSEG) and Deutsche Boerse AG (Deutsche Boerse) (the Merger). The Merger would be structured as an all-share merger under a new holding company, HLDCO123 plc (HoldCo) which will acquire LSEG by way of a scheme of arrangement of LSEG (the Scheme) and which will acquire Deutsche Börse by making a securities exchange offer to all shareholders of Deutsche Börse (the Exchange Offer). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Scheme are set out in the scheme document published by LSEG on 1 June 2016 in connection with the Scheme (the Scheme Document). In deciding whether or not to vote in favour of the Scheme, shareholders of LSEG should rely only on the information contained and procedures described in the Scheme Document.

The full terms and conditions of the Exchange Offer are set out in the Exchange Offer Document published by Deutsche Börse AG in connection with the Exchange Offer.  In deciding whether or not to accept the Exchange Offer, shareholders of Deutsche Börse AG should rely only on the information contained and procedures described in the Exchange Offer Document.

Terms defined in the Scheme Document shall have the same meaning when used in this notice.

Access to the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. LSEG reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of LSEG.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

In particular, the Exchange Offer is not, unless decided otherwise by HoldCo, being made in or into, and is not capable of acceptance in or from, Japan.  Accordingly, viewing this area of the website is not permitted if you are resident in Japan.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US Shareholders

None of the announcements, information or documents contained in this area of the website is an offer of securities for sale in the United States and the HoldCo shares, which will, if issued, be issued in connection with the Merger, have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities law of any state, district or other jurisdiction of the United States. The HoldCo shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. It is expected that the HoldCo shares will, if issued in connection with the acquisition of LSEG by HoldCo, be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.

The LSEG Acquisition in connection with the Merger would relate to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act. The acquisition of LSEG in connection with the Merger is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws. Financial information included in in this section of the website will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. HoldCo reserves the right to elect, with the consent of the Panel and LSEG and otherwise subject to and in accordance with the Co-operation Agreement, to implement the LSEG Acquisition by way of a Takeover Offer by HoldCo for the entire issued and to be issued share capital of LSEG as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and will be made in compliance with the applicable US laws and regulations.

It may be difficult for US holders of shares in LSEG to enforce their rights and claims arising out of the US federal securities laws, since HoldCo and LSEG are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement. In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays, J.P. Morgan Cazenove, Goldman Sachs, Deutsche Bank and each of their respective affiliates will continue to act as an exempt principal trader in LSEG securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

 

Forward Looking Statements

This area of the website contains “forward-looking statements”. These statements are based on the current expectations of the management of HoldCo, LSEG and Deutsche Börse and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Merger on HoldCo, LSEG and Deutsche Börse, the expected timing and scope of the Merger, and other statements other than historical facts.

Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although LSEG believes that the expectations reflected in such forward-looking statements are reasonable, 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. These factors include: the satisfaction of the LSEG Conditions and the Deutsche Boerse Conditions, as well as additional factors, such as: the behaviour of other market participants; and other factors such as the Combined Group’s ability to continue to obtain financing to meet its liquidity needs; changes in the political, social and regulatory framework in which the Combined Group will operate or in economic or technological trends or conditions; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); the actions of regulators; the outcome of any litigation; the impact of any acquisitions, disposals or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither LSEG nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of LSEG (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, LSEG or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents included in this area of the website speak only at the specified date of the relevant document and neither LSEG nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

  • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to LSEG that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
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