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NDAQ » Topics » The Ordinary Offer

This excerpt taken from the NDAQ 8-K filed Nov 20, 2006.

The Ordinary Offer

NAL will offer to acquire, on the terms and subject to the conditions and further terms summarised in Appendix I to this announcement and to be set out in full in the Offer Document and, in respect of certificated LSE Ordinary Shares only, in the Form of Acceptance, all of the LSE Ordinary Shares, other than those LSE Ordinary Shares which NAL holds or has contracted to acquire, on the following basis:

 

for each LSE Ordinary Share    1,243 pence in cash

The Ordinary Offer values the existing issued ordinary share capital of LSE at approximately £2.7 billion and represents an enterprise value of approximately £2.9 billion (based on LSE’s net debt of £284.7 million as at 30 September 2006).

An offer price of 1,243 pence per LSE Ordinary Share would represent:

 

•   a 54 per cent. premium over the Closing Price on 10 March 2006, the Business Day immediately prior to LSE’s announcement that it had received a pre-conditional approach from NASDAQ, adjusted for the LSE Capital Return;

 

•   a 40 per cent. premium to NASDAQ’s indicative offer price of 9 March 2006 as adjusted for the LSE Capital Return;

•   a 2 per cent. premium over the Closing Price on 17 November 2006, the Business Day immediately prior to the date of this announcement; and

 

•   a multiple of 27.9x adjusted earnings for the 12 months to 31 March 2006 and a multiple of 24.9x consensus earnings forecast for the 12 months to 31 March 2007

The LSE Ordinary Shares will be acquired by NAL fully paid up and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights now or thereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid, on or after 20 November 2006 (other than the interim dividend of 6 pence per LSE Ordinary Share announced on 8 November 2006 and to be paid on 5 January 2007 to LSE Ordinary Shareholders on the register of LSE on 8 December 2006).

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