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Thursday 30 March, 2006

NASDAQ Stock Market

Withdrawal indicative offer

NASDAQ Stock Market, Inc. (The)
30 March 2006

30 March 2006



                         Stock Exchange' or 'the LSE')

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:

(i)   an agreement or recommendation from the Board of the LSE
      is forthcoming;

(ii)  there is an announcement by a third party of an offer for
      or a merger with the LSE;

(iii) 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 LSE's equity market capitalisation as at the close of business 
      on the date of this announcement);

(iv)  the LSE announces a whitewash proposal as described for Rule 9 purposes or 
      a reverse takeover; or

(v)   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

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.


NASDAQ corporate communications      Tel: + 44 (0)20 7554 1403/1405
Harriet Benson

Gavin Anderson & Company             Tel: + 44 (0)20 7554 1403/1405
Richard Constant

Greenhill & Co. International LLP    Tel: + 44 (0)20 7440 0400
Simon Borrows

Greenhill & Co. International LLP ('Greenhill & Co.'), which is regulated by the
Financial Services Authority, is acting for NASDAQ in connection with its
potential acquisition of the LSE and for no one else and will not be responsible
to anyone other than NASDAQ for providing the protections afforded to customers
of Greenhill & Co. nor for providing advice in relation to this potential

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of the London Stock Exchange, owns or controls, or becomes the owner
or controller, directly or indirectly, of one per cent. or more of any class of
securities of the London Stock Exchange is required to disclose, by not later
than 12.00 noon (London time) on the London business day following the date of
the relevant transaction, dealings in such securities of that company (or in any
option in respect of, or derivative referenced to, any such securities) during
the period to the date on which the offer becomes or is declared unconditional
as to acceptances or lapses or is otherwise withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of the London Stock Exchange by NASDAQ or the London Stock Exchange,
or by any of their respective 'associates' (within the meaning of the City Code)
must also be disclosed.

If you are in any doubt as to the application of Rule 8, to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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