Deutsche Börse Group has confirmed that it is in exclusive discussions with Allfunds Group PLC regarding a possible acquisition of the entire issued and to be issued share capital of Allfunds.

The board of directors of Allfunds has unanimously agreed to Allfunds entering into exclusivity on the basis of the Non-binding proposal put forward by Deutsche Börse Group.

The announcement of any binding offer relating to a possible acquisition is subject to the satisfaction or waiver of a number of customary pre-conditions, including, amongst other things, the satisfactory completion of customary due diligence in respect of Allfunds, the finalization of definitive transaction documentation and final approval of the Deutsche Börse and Allfunds Boards.

Overall, it is expected that clients and the EU equity markets would significantly benefit from the strengthened set-up of such a combined platform.

The Non-binding proposal currently under discussion implies a total consideration of €8.80 per Allfunds share, comprising €4.30 in cash and €4.30 in new Deutsche Börse Group shares based on Deutsche Börse Group’s undisturbed 10-day VWAP, plus a permitted dividend in respect of financial year 2025 of €0.20 per Allfunds share.

In addition, under the terms of that Non-binding proposal, it is expected that Allfunds shareholders would also be entitled to receive cash dividends, pro-rated as at the date of Closing, of up to €0.20 per Allfunds share for the financial year 2026 and €0.10 per Allfunds share per quarter during the financial year 2027.

It is expected that the combination of Deutsche Börse Group and Allfunds would be effected through a scheme of arrangement under Part 26 of the UK Companies Act 2006.

There can be no certainty that any transaction will proceed, nor as to the terms or timing of any such transaction. Any transaction would be subject to regulatory approvals.