DGAP-Ad hoc: Deutsche Börse AG

DGAP-Adhoc: Deutsche Börse AG: Evaluation of lowering the minimum acceptance threshold for takeover offer by HLDCO123 PLC to the shareholders of Deutsche Börse AG

Deutsche Börse AG / Key word(s): Mergers & Acquisitions

10.07.2016 22:14

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Deutsche Börse AG: Evaluation of lowering the minimum acceptance threshold for takeover offer by HLDCO123 PLC to the shareholders of Deutsche Börse AG

The public exchange offer made by HLDCO123 PLC, London, United Kingdom, to the shareholders of Deutsche Börse AG, Frankfurt am Main, on 1 June 2016 for acquiring all registered no-par-value shares in Deutsche Börse AG is subject to a minimum acceptance threshold of 75% of the shares in Deutsche Börse AG. The parties involved currently evaluate a potential lowering of such minimum acceptance threshold with a view to enable index funds to participate in the offer.

Index funds, which represent up to 15% of Deutsche Börse shares, 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. 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 respective threshold will not be achieved prior to that day, hence the replacement will take place after the end of the initial offer period. By reducing the acceptance threshold that technical issue could be addressed.

No decision has been made in this regard yet. On Monday, 11 July 2016, the facts then known will be finally evaluated by the parties involved. Only then will a decision by the relevant bodies of the parties involved be made if the acceptance threshold will be lowered or not.

DISCLAIMER

This announcement is neither an offer to purchase, exchange or sale nor a solicitation of an offer to purchase, exchange or sale shares but constitutes a legally required announcement according to the WpÜG in the context of a public takeover offer. The final terms and further provisions regarding the Exchange Offer by HLDCO123 PLC to the shareholders of Deutsche Börse AG are - to the extent not amended - set forth in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and shareholders of Deutsche Börse AG are strongly recommended to read the offer document and all other notifications and documents in connection with the Exchange Offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, the Exchange Offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

The HLDCO123 PLC shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other juris-diction of the USA. Therefore, subject to certain exceptions, HLDCO123 PLC shares may not be offered or sold within the USA or in any other jurisdiction, where to do so would be a violation of applicable law. There is no public offering of HLDCO123 PLC shares in the USA. If HLDCO123 PLC shares may in HLDCO123 PLC's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the Ex-change Offer will receive, in lieu of HLDCO123 PLC shares to which it would otherwise be entitled the net cash proceeds of the sale of such HLDCO123 PLC shares.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, HLDCO123 PLC or its brokers may purchase, or conclude agreements to purchase, Deutsche Börse AG shares, directly or indirectly, outside of the scope of the Exchange Offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Deutsche Börse AG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Contact: Deutsche Börse AG Media Relations Phone: +49-(0) 69-2 11-1 15 00 E-mail: media-relations@deutsche-boerse.com

10.07.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

--------------------------------------------------------------------------- Language: English Company: Deutsche Börse AG - 60485 Frankfurt / Main Germany Phone: +49 (0)69 211 - 0 Fax: E-mail: ir@deutsche-boerse.com Internet: www.deutsche-boerse.com ISIN: DE0005810055, DE000A1RE1W1, DE000A1R1BC6, DE000A161W62, DE000A1684V3 WKN: 581005, A1RE1W, A1R1BC, A161W6, A1684V Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Terminbörse EUREX End of Announcement DGAP News-Service ---------------------------------------------------------------------------