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Board Of LME Holdings Limited Recommends £1,388 Million Cash Offer (£107.60 Per Share) By Hong Kong Exchanges And Clearing Limited Be Proposed To Ordinary Shareholders

Date 15/06/2012

The board of LME Holdings Limited ( “LME Holdings”), the parent company of The London Metal Exchange Limited (“LME Limited”), announces that on 15 June 2012, LME Holdings, HK Investment (UK) Limited (“HKEx Investment”) and Hong Kong Exchanges and Clearing Limited (“HKEx”) entered into a framework agreement regarding the terms of a recommended cash offer (the “Offer”) for the entire issued and outstanding ordinary share capital of LME Holdings by HKEx Investment, an indirect wholly-owned subsidiary of HKEx (the “Transaction”) (the “Framework Agreement”).

Following the decision of the board of LME Holdings to enter into the Framework Agreement, the Relevant Directors intend to unanimously recommend, in the Scheme Circular, that the holders of ordinary shares of LME Holdings (the “Ordinary Shareholders”) vote in favour of the Transaction at the Ordinary Shareholder meetings expected to be convened before the end of July 2012.

Under the terms of the Offer, HKEx Investment will acquire the entire issued and outstanding ordinary share capital of LME Holdings for (and each Ordinary Shareholder will receive) £107.60 per LME ordinary share in cash by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). This implies a value of £1,388 million based on 12,900,000 ordinary shares (being 100 per cent of the ordinary share capital of LME Holdings), with the Offer consideration being financed from HKEx’s existing cash resources and new bank facilities of at least £1,100 million.

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