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.
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