London Stock Exchange Group plc · LSE:LSEG

London Stock Exchange — Merger or Acquisition (June 2016)

13 slides from London Stock Exchange's merger presentation, Jun 1, 2016

  1. Slide 1: Recommended All-Share Merger: Creating a Leading Europe-based Global Markets Infrastructure Group

    Recommended All-Share Merger: Creating a Leading Europe-based Global Markets Infrastructure Group June 1, 2016

  2. Slide 2: Disclaimer

    Disclaimer No liability whatsoever is accepted and no representation, warranty or undertaking, express or implied, is or will be made by London Stock Exchange Group plc ("LSEG“ or “London Stock Exchange”) or Deutsche Börse AG ("Deutsche Börse“) or the new holding company HLDCO123 PLC (“HoldCo”) or a

  3. Slide 3: Industry-defining and value-enhancing combination

    Industry-defining and value-enhancing combination  Combination enables shareholders of LSEG and Deutsche Börse to participate in the significant value creation opportunity through their interests in HoldCo  Accretive to adjusted cash earnings for both sets of shareholders in year one(1) Strong  D

  4. Slide 4: Leading positions across each of our global business lines

    Leading positions across each of our global business lines Capital Markets Post Trade Information Services and Technology Primary and Derivatives Custody and secondary cash Clearing Index Technology Market data trading settlement markets UnaVista Monte Titoli RNS SEDOL IDEM globeSettle CC&G Real-Tim

  5. Slide 5: Attractive financial profile

    Attractive financial profile Balance  Balance sheet with combined ~1.8x leverage as at December 2015(1) and ~1.0x sheet and leverage in medium term(2) dividend  Combined Group intends to adopt a progressive dividend policy within the existing policy range of both London Stock Exchange Group’s and

  6. Slide 6: Cost savings of ~€450m per annum in year three post transaction close

    Cost savings of ~€450m per annum in year three post transaction close Corporate centre  Harmonisation of trading and post trade Business platforms based on best of breed segment ~30% technology in the Combined Group optimisation Technology enabled  Reduction of project spending in ~20% efficiencie

  7. Slide 7: Revenue synergies of at least €250m p.a. in year five post transaction close

    Revenue synergies of at least €250m p.a. in year five post transaction close Custody, settlement, • Building on the commercial expertise, intellectual & collateral mgmt property, complementary geographic footprints Index and Index and and distribution networks of the Combined Group’s information inf

  8. Slide 8: Significant additional revenue growth opportunities possible

    Significant additional revenue growth opportunities possible Key market statistics  Provide enhanced trading and clearing Portfolio Derivatives trading and products and services by unlocking the clearing total market size margining customer benefits created through portfolio services ~€6bn p.a. (1)

  9. Slide 9: Anticipated transaction timetable

    Anticipated transaction timetable UK timings German timings Documents published 1 June • Scheme document posted • Exchange Offer launched • HoldCo prospectus published • General Meeting and Court Meeting 4 July • Shareholder vote • End of initial acceptance period 12 July (~6 weeks) • Publication of

  10. Slide 10: Industry-defining and value-enhancing combination

    Industry-defining and value-enhancing combination  Combination enables shareholders of LSEG and Deutsche Börse to participate in the significant value creation opportunity through their interests in HoldCo  Accretive to adjusted cash earnings for both sets of shareholders in year one(1) Strong  D

  11. Slide 11: Appendix

    Appendix

  12. Slide 12: Key transaction terms

    Key transaction terms  Deutsche Börse and LSEG to combine under new Holding Company (“UK TopCo”)  UK TopCo will issue shares in exchange for Deutsche Börse shares and LSEG shares  UK TopCo securities exchange offer for Deutsche Börse  Acquisition of LSEG shares via scheme of arrangement Structur

  13. Slide 13: Governance for the Combined Group

    Governance for the Combined Group • Unitary board of 16 directors with equal representation from LSEG and Deutsche Börse • It is expected that the Board will subsequently be reduced to 14 directors as a non-executive director nominated by each of LSEG and Deutsche Börse will stand down • Constituted

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