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On 1 June 2016, HLDCO123 PLC, London, United Kingdom, (the “Bidder“) has published the offer document for its voluntary public takeover offer in the form of an exchange offer (“Takeover Offer“) to the shareholders of Deutsche Börse Aktiengesellschaft, Frankfurt am Main (“Deutsche Börse“), to acquire all no-par value registered shares in Deutsche Börse (ISIN DE0005810055) (“Deutsche Börse Shares“) for a consideration of one (1) share of the Bidder (ISIN GB00BYMYCZ62) for one (1) Deutsche Börse Share, except for certain Japanese Deutsche Börse shareholders excluded from the Takeover Offer. As a result of the amendment of the Takeover Offer made on 11 July 2016, the acceptance period for the Takeover Offer has been extended by two weeks and, therefore, expires on 26 July 2016, 24:00 hours (CEST), unless it is extended again pursuant to the applicable rules under the WpÜG.
As of 26 July 2016, 14:00 hours (CEST) (“Reference Date“) Deutsche Börse’s share capital amounted to EUR 193,000,000 and was divided into 193,000,000 registered shares with no-par value (“Deutsche Börse Share Capital”).
- As of Reference Date the Takeover Offer has been accepted for a total of 110,910,484 Deutsche Börse Shares. This corresponds to approximately 57.47% of the Deutsche Börse Share Capital and the voting rights of Deutsche Börse.
- As of the Reference Date, Deutsche Börse, a person acting jointly with the Bidder within the meaning of section 2 para. 5 sent. 1 WpÜG, held in total 6,194,985 of the Deutsche Börse Shares as treasury shares which correspond to approximately 3.21% of the Deutsche Börse Share Capital and the voting rights of Deutsche Börse. In accordance with section 71b of the German Stock Corporation Act (Aktiengesetz, AktG), Deutsche Börse is not entitled to any rights arising out of the treasury shares.
- Beyond that, as of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 sent. 1 and 3 WpÜG nor their subsidiaries held any further Deutsche Börse Shares or other reportable percentage of voting rights within the meaning of sections 25, 25a of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) regarding Deutsche Börse. In addition, as of the Reference Date no other voting rights within the meaning of section 30 WpÜG regarding Deutsche Börse Shares were attributed to them.
- The total number of Deutsche Börse Shares for which the Takeover Offer has been accepted as of the Reference Date plus the number of Deutsche Börse Shares held by persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG plus Deutsche Börse Shares which could be acquired due to the held instruments regarding Deutsche Börse Shares amount to 117,105,469 Deutsche Börse Shares as of the Reference Date. This corresponds to approximately 60.68% of the Deutsche Börse Share Capital and the voting rights of Deutsche Börse.
For the purpose of the minimum acceptance threshold set by the Bidder according to the provision in section 14.1 A. 1. of the offer document this corresponds to approximately 59.40% of the Deutsche Börse Share Capital less 6,276,014 treasury shares of Deutsche Börse held at the time of the publication of the offer document.
The result announcement pursuant to section 23 para. 1 sent. 1 no. 2 WpÜG regarding the number of Deutsche Börse Shares tendered in the acceptance period is expected to be published on 29 July 2016 following expiry of the re-booking period on 28 July 2016 (see section 12.2 of the offer document).
