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
FOR IMMEDIATE RELEASE
18 May 2016
Joint announcement from London Stock Exchange Group plc ("LSEG") and Deutsche Börse AG ("Deutsche Börse")
Update on timetable
LSEG and Deutsche Börse continue to make good progress with the preparation of the relevant documentation for their shareholders (the "Shareholder Documents") in relation to the recommended all-share merger announced on 16 March 2016 (the "Merger"). The publication of the Shareholder Documents is subject to approval by the Federal Financial Supervisory Authority (BaFin) in Germany, the United Kingdom Listing Authority (UKLA), the board of LSEG and the management board of Deutsche Börse.
It is currently expected that:
· the Shareholder Documents will be published in June;
· the LSEG shareholder meetings required in connection with the Merger will take place in July; and
· the end of the acceptance period for the securities exchange offer to Deutsche Börse shareholders will be in July.
Further information on the transaction timetable will be disclosed in the Shareholder Documents.
Enquiries
London Stock Exchange Group plc
Gavin Sullivan / Lucie Holloway / Ramesh Chhabra
London Stock Exchange Group plc Press Office +44 20 7797 1222
Paul Froud
London Stock Exchange Group plc Investor Relations +44 20 7797 3322
Anthony Cardew
Cardew Group +44 20 7930 0777
Lucas van Praag
Fitzroy Communications +1 212 498 9772
Deutsche Börse AG
Ruediger Assion / Heiner Seidel
Deutsche Börse AG Press Office +49 69 211 15004
Jan Strecker
Deutsche Börse AG Investor Relations +49 69 211 12433
Notes to Editors
For further information visit: www.lseg.com or www.deutsche-boerse.com or www.mergerdocuments-db-lseg.com.
Important notices
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated by the Financial Conduct Authority, is acting as lead financial adviser to LSEG and no one else in connection with the contents of this announcement and will not be responsible to anyone other than LSEG for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for LSEG and no one else in connection with the Merger and will not be responsible to anyone other than LSEG for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Merger or any matter referred to in this announcement.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting for LSEG and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than LSEG for providing the protections afforded to its clients, or for giving advice in connection with any matter referred to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting as joint lead financial adviser exclusively for LSEG and no one else in connection with the Merger and the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than LSEG for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Merger, the contents of this announcement or any other matter referred to herein.
RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for LSEG and no one else in connection with the Merger and will not be responsible to anyone other than LSEG plc for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the Merger.
Societe Generale ("SG") which is a French credit institution (bank) authorised and supervised by the ECB, the Autorité de Contrôle Prudentiel et de Résolution and the Prudential Regulation Authority (PRA), and regulated by the Autorité des marchés financiers and subject to limited regulation by the FCA and the PRA. SG is acting solely for LSEG in connection with the Merger and will not be responsible to anyone other than LSEG for providing the protections afforded to the clients of SG or for providing advice in relation to the Merger or any matter referred to in this announcement.
UBS Limited ("UBS"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for LSEG and no-one else in connection with the Merger. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Merger, the contents of this announcement or any other matter referred to herein.
Perella Weinberg Partners UK LLP ("Perella Weinberg Partners"), which is authorised and regulated by the FCA, is acting as lead financial adviser to Deutsche Börse and no one else in connection with the Merger and will not be responsible to anyone other than Deutsche Börse for providing the protections afforded to its clients or for providing advice in relation to the Merger or any matter referred to in this announcement.
Merrill Lynch International ("BofA Merrill Lynch") is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. BofA Merrill Lynch is acting exclusively for Deutsche Börse as joint financial adviser and joint corporate broker and no-one else in connection with the Merger referred to in this announcement. In connection with such matters, BofA Merrill Lynch, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Merger, the contents of this announcement or any other matter referred to herein.
Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law (competent authority: ECB) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the ECB and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and FCA. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the FCA are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank is acting as joint financial adviser and joint corporate broker to Deutsche Börse and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than Deutsche Börse for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Merger or any other matters referred to herein.
HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. HSBC is acting exclusively as financial adviser to Deutsche Börse and no one else in connection with the Merger and shall not be responsible to anyone other than Deutsche Börse for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Merger or any matter referred to herein.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Deutsche Börse and for no one else in connection with the Transaction and will not be responsible to anyone other than Deutsche Börse for providing the protections afforded to its clients or for providing advice in connection with the Transaction. Neither Lazard & Co., Limited nor any of its 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Transaction or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of the London Stock Exchange at www.londonstockexchange.com and the website of UK TopCo at www.mergerdocuments-db-lseg.com by no later than 12 noon (London time) on the business day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Terms not otherwise defined in this announcement have the meaning given to them in the Rule 2.7 announcement made on 16 March 2016.
