Recommended All-Share Merger Between London Stock Exchange Group Plc And Deutsche Börse AG - Amendment of Exchange Offer Acceptance Condition

The recommended all-share merger between London Stock Exchange Group plc ("LSEG") and Deutsche Börse AG ("Deutsche Börse") (the "Merger"), to be implemented by a new UK holding company, HLDCO123 plc ("HoldCo"), is subject to certain Conditions, including one which required HoldCo to receive valid acceptances in respect of the Exchange Offer of at least 75% of the Deutsche Börse Shares (less treasury shares) at the time of expiration of the Acceptance Period under the Exchange Offer (the "Exchange Offer Acceptance Condition"). The Exchange Offer Acceptance Condition is LSEG Condition 2 to the LSEG Acquisition as set out in Part IV of the Scheme Document and is Deutsche Börse Condition 1 to the Deutsche Börse Acquisition as set out in Section 14.1 A.1 of the Exchange Offer Document.

HoldCo today announces that it has lowered the threshold required for acceptances under the Exchange Offer Acceptance Condition in respect of both the LSEG Acquisition and the Deutsche Börse Acquisition from 75% to 60% of the Deutsche Börse Shares (less treasury shares) at the time of expiration of the Acceptance Period.

This decision reflects feedback from a number of institutional index funds that are only technically capable of tendering their Deutsche Börse shares after the minimum acceptance threshold has been reached and once the untendered shares are replaced by the tendered shares in the respective index.  Index funds represent up to 15% of Deutsche Börse shares. For the DAX, as the most relevant index, the replacement takes place two trading days after 50% of the Deutsche Börse shares have been tendered. For STOXX and MSCI, the thresholds are 75% and above. As most institutional shareholders only tender their shares on the last day of the initial offer period the 50% threshold will not be achieved prior to that day, hence the replacement will take place after the end of the initial offer period. The reduction of the acceptance threshold to 60% addresses that technical issue, enabling index funds to tender their shares in the extended initial offer period (or the two week additional offer period which follows if the offer threshold has been met). HoldCo intends to publish this offer amendment today on HoldCo's website at: www.mergerdocuments-db-lseg.com.

Due to this offer amendment, the Acceptance Period of the Exchange Offer will be extended by two weeks and will now expire on 26 July 2016 at 24:00 (CEST). The lowering of the minimum acceptance threshold is in line with the German Securities Acquisition and Takeover Act.

HoldCo notes that Gregor Pottmeyer, Deutsche Börse CFO, said: "With this step we respect the technical barrier of 15% of our shareholders, namely index funds, which are not able to tender their shares prior to the replacement of the untendered shares by the tendered shares in the respective index. Deutsche Börse will adjust the index calculation for its blue chip index DAX two days after the 50% threshold is exceeded. This change in procedure is a purely technical one. We are confident that we will reach the 75% threshold in the course of the full tender process."

Consequential changes to the expected dates relating to the Exchange Offer as a result of the extension of the Acceptance Period are set out below for reference.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Scheme Document published by LSEG on 1 June 2016 in connection with the Merger.