September 20, 2007Nasdaq Stock Market Inc • November 9th, 2007 • Security & commodity brokers, dealers, exchanges & services
The purpose of this letter is to set forth certain binding agreements between The Nasdaq Stock Market, Inc., a Delaware corporation (“Nasdaq”), and Borse Dubai Limited, a Dubai company (“Borse Dubai”), (i) in respect of the proposed transaction (the “OMX Transaction”) regarding OMX AB (publ), a public corporation organized under the laws of Sweden (“OMX”), and (ii) in respect of the proposed transaction (the “DIFX Transaction”) regarding the Dubai International Financial Exchange (“DIFX”), a Dubai company. Nasdaq and Borse Dubai are sometimes referred to as the “parties” in this letter, and the OMX Transaction and the DIFX Transaction are collectively referred to as the “Transaction” in this letter.
SUPPLEMENTSupplement • November 9th, 2007 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services
SUPPLEMENT (this “Supplement”) dated as of September 20, 2007 among The Nasdaq Stock Market, Inc., a Delaware corporation (“Nasdaq”), and OMX AB, a company duly incorporated and organized under the laws of Sweden (“OMX”).
NIGHTINGALE ACQUISITION LIMITED (Registered in England & Wales No: 5756015) Registered office: Skadden Arps (UK) LLP, Ref: MEH/JA, 40 Bank Street, Canary Wharf, London E14 5DSNasdaq Stock Market Inc • November 9th, 2007 • Security & commodity brokers, dealers, exchanges & services
This letter agreement sets out the terms on which Nightingale Acquisition Limited (“Nightingale”) will sell or procure the sale of 55,966,856 ordinary shares of 6 79/86 pence each in the capital of the London Stock Exchange Group plc (the “LSE Shares”) to Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number 0447 (“Purchaser”).
Borse Dubai Limited PO Box 74777 Dubai, UAE Attn: Essa Kazim Ladies and Gentlemen:Nasdaq Stock Market Inc • November 9th, 2007 • Security & commodity brokers, dealers, exchanges & services
The purpose of this letter is to set forth certain amendments with respect to the binding letter agreement, including the various annexes and other attachments thereto, between The Nasdaq Stock Market, Inc., a Delaware corporation (“Nasdaq”), and Borse Dubai Limited, a Dubai company (“Borse Dubai”), dated as of September 20, 2007 (the “Binding Letter Agreement”). Capitalized terms used and not defined herein have the meanings set forth in the Binding Letter Agreement.
ANNEX B TERMS OF SALETerms of Sale • November 9th, 2007 • Nasdaq Stock Market Inc • Security & commodity brokers, dealers, exchanges & services
Further to the provisions of the SECONDARY BLOCK TRADE AGREEMENT DATED 21 September 2007 among the Seller, UBS and JPMSL (the “Agreement”), the following terms of sales are agreed:
