NASDAQ Stock Market, Inc: Withdrawal Of Indicative Offer For The London Stock Exchange Plc

Further to the announcement on 10 March 2006 by The Nasdaq Stock Market, Inc. ("NASDAQ") that it had submitted an indicative offer proposal to the London Stock Exchange, NASDAQ announces that it no longer intends to make an offer for the LSE.

For the purposes of Rule 2.8 and other relevant provisions of The City Code on Takeovers and Mergers ("City Code"), NASDAQ reserves the right to announce an offer or possible offer or make and participate in an offer or possible offer for the LSE and/or take any other action which would otherwise be restricted under Rule 2.8 of the City Code within the next six months in the event that:

an agreement or recommendation from the Board of the LSE is forthcoming;
there is an announcement by a third party of an offer for or a merger with the LSE;
the LSE undertakes or announces an intention to undertake any acquisition or disposal of a material amount (where "material amount" is as defined in Note 2 on Rule 21.1 of the City Code), or any material recapitalisation other than the previously announced proposed return of capital to shareholders of up to £510 million (where "material" is defined as 10% or more of the LSEs equity market capitalisation as at the close of business on the date of this announcement);
the LSE announces a whitewash proposal as described for Rule 9 purposes or a reverse takeover; or
there is a material change in circumstances.

If NASDAQ announces an offer or possible offer for the LSE after three months from the date of this statement, it reserves the right to do so at any price and at a price less than 950 pence per the LSE share (adjusted to take into account any return of cash, dividend or other distribution declared, paid or made by the LSE on or after the date of this announcement and any reorganisation of share capital).

References to the LSE in the above statement in relation to Rule 2.8 of the City Code shall be deemed to include a reference to any parent company of, or successor company to, the LSE.