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Intercontinental Exchange Statement On Possible Offer For London Stock Exchange Group Plc

Date 01/03/2016

Intercontinental Exchange (NYSE:ICE), a leading operator of global exchanges and clearing houses provided the following statement.

Intercontinental Exchange, Inc. (“ICE”) notes the recent press speculation with respect to London Stock Exchange Group plc (“LSEG”) and confirms that ICE is considering making an offer for LSEG.

No approach has been made to the Board of LSEG, and no decision has yet been made as to whether to pursue such an offer. There can be no certainty that any offer will be made, nor as to the terms on which any offer will be made. A further announcement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, ICE must, by no later than 5.00 p.m. on 29 March 2016, either announce a firm intention to make an offer, subject to conditions or pre-conditions if relevant, for LSEG in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for LSEG, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on ICE’s website at www.intercontinentalexchange.com as soon as possible. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Morgan Stanley & Co.LLC, through its affiliate, Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to ICE and no one else in connection with the matters referred to in this announcement, and Morgan Stanley & Co. LLC, Morgan Stanley, each of their affiliates and each of their affiliates’ respective directors, officers, employees and agents will not be responsible to anyone other than ICE for providing the protections afforded to their clients or for providing advice in relation to the matters referred to in this announcement, the contents of this announcement or any other matter referred to herein.

Moelis & Company UK LLP ("Moelis & Company"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to ICE and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than ICE for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis & Company in connection with this announcement, any statement contained herein, the acquisition or otherwise.