London Stock Exchange shareholders overwhelmingly back DB merger

Source: London Stock Exchange

At the Court Meeting and the London Stock Exchange Group plc ("LSEG") General Meeting held earlier today in connection with the recommended all-share merger between LSEG and Deutsche Börse AG ("Deutsche Börse") (the "Merger"), to be implemented through a new UK TopCo holding company ("HoldCo") which will acquire LSEG by way of a scheme of arrangement of LSEG under Part 26 of the Companies Act 2006 (the "Scheme") and will acquire Deutsche Börse (the "Deutsche Börse Acquisition") by making a securities exchange offer to all shareholders of Deutsche Börse, the LSEG Shareholders approved all the resolutions proposed at both meetings by the requisite majorities.

Full details of the resolutions passed are set out in the notices of the Court Meeting and the LSEG General Meeting contained in the scheme document published by LSEG on 1 June 2016 in connection with the Merger (the "Scheme Document").

The number of LSEG Shares in issue at the Scheme Voting Record Time of 6.30 p.m. (London time) on 30 June 2016 was 350,299,259. LSEG does not hold any ordinary shares in treasury. Therefore, the total number of voting rights in LSEG at the Scheme Voting Record Time was 350,299,259.

Referendum Committee Update

In light of the developments following the UK referendum the parties emphasise that the agreed transaction includes all necessary mechanisms to respond to the outcome of the referendum. As already announced, in anticipation of a vote by the UK to leave the EU, the boards of Deutsche Börse and LSEG set up a Referendum Committee, chaired by the Chairman of Deutsche Börse, Joachim Faber, to make recommendations to the Combined Group board to ensure that the Combined Group will meet all regulatory requirements to secure closing of the transaction and achieve its commercial objectives.

Whether the UK is just European or a member of the EU, the Merger will create a globally competitive, industry defining market infrastructure group at the service of European industry. It is clear that the agreed Merger of Deutsche Börse and LSEG will deliver value to both shareholders and customers independently of the resolution of these uncertainties.

In a fast changing landscape where it is anticipated that the UK will remain a member of the EU for at least two years, the work of the Referendum Committee may take many months to complete.

Donald Brydon, Chairman of LSEG, said: "I would like to thank our shareholders for their strong support for the Merger."

Joachim Faber, Chairman of Deutsche Börse, said: "I strongly endorse the statement of London Stock Exchange Group following their General Meeting today and continue to recommend the transaction to the shareholders of Deutsche Börse."

Next Steps and Timetable

Following today's approval by the LSEG Shareholders of the Scheme and the Deutsche Börse Acquisition, completion of the Merger is subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document.

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