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.
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 inclu