Digitalbox Regulatory News (DBOX)

1 June 2012

PLUS Markets Group plc

(the "Group" or the "Company")

Statement in Response to Press Release from Gulf Merchant Bank

The Board of PLUS Markets Group plc confirms that it yesterday received a letter through its advisers relating to the possible conditional acquisition by Gulf Merchant Bank or its affiliates ("GMB") of the Group's subsidiary, PLUS Stock Exchange plc ("PLUS-SX") (the "GMB Proposal"). The Board of PLUS Markets Group plc also notes the recent press release issued by GMB (the "GMB Press Release") and related press comment and makes the following statement in response to these items and events.

The Board has conducted an initial review of this letter received from GMB. While the letter is not exhaustive as to the detailed terms associated with the GMB Proposal, the Board has concluded that, although the headline consideration from GMB appears greater than that offered by ICAP Holdings Limited, a subsidiary of ICAP plc ("ICAP"), in relation to the proposed disposal announced on 18 May 2012 and the subject of a circular sent to shareholders on 31 May 2012 (the "Circular"), the terms put forward by GMB are such that the GMB proposal is materially less attractive in terms of net financial benefit to the Group's shareholders.

Accordingly, on the basis of the currently available information, the Board continues to recommend the Proposed Disposal of PLUS-SX to ICAP, as described in the Circular. Shareholders should read the Circular carefully and seek their own independent advice if in doubt as to its contents or the action they should take in relation thereto.

In the Board's view, the GMB Press Release contains certain inaccuracies, in particular:

1. The GMB Proposal is not a "revised offer" as a previous approach and related discussions did not result in an "offer" being made - GMB withdrew its initial proposal of its own accord and shareholders in the Group were not able to consider that proposal;

2. When properly evaluated as described above, the GMB Proposal does not constitute an offer "substantially in excess of that announced by ICAP".

In addition, the Board does not believe that GMB or the GMB Proposal represent a "more commercially viable structure for PLUS Markets Group Shareholders". The Board does believe that ICAP represents an appropriate owner of PLUS-SX.

As stated in the Circular, "ICAP is fully committed to continue supporting and expanding the equities listings venue as well as exploring other possibilities for new products. As soon as is possible, ICAP will engage in a dialogue with issuers, their corporate advisers and other stakeholders on how it can work with them to improve the existing market. ICAP believes that it can leverage its brand/marketing presence and wide ranging relationships to expand the number of listed companies on PLUS-SX and improve liquidity in existing listed companies.

As a FTSE100 company which has demonstrated to market participants its ability to successfully manage and grow high turnover electronic platforms, ICAP will add further credibility to PLUS-SX listings business. ICAP believes that in this current economic environment with increasingly restricted bank lending to SME's (small and medium sized enterprises) in the UK there is a need for a venue where UK SME's can raise funds for growth capital. Following Completion, ICAP will engage with all stakeholders including government agencies and regulators about how PLUS-SX could provide this function."

PLUS-SX continues to be operated as normal during the orderly closure process that was announced on 14 May 2012 and, should the Proposed Disposal be approved by Shareholders and agreement be secured from the FSA as to the change of control of PLUS-SX, then the market is expected to continue to operate.

The Board remains in close contact with its regulators in relation to the orderly closure process and in relation to ICAP obtaining agreement as to the change of control of PLUS-SX.

Shareholders are encouraged to read in full the Circular that has been posted to them and is also available at www.plusmarketsgroup.com/investorRelations.html, including the section summarising the terms of the Sale and Purchase Agreement and the related Work Fee Letter, as well as the relevant sections 2, 3 and 4 describing the Proposed Disposal, providing the Background to and Reasons for the Proposed Disposal and the Effects of the Proposed Disposal on the Group.

The Board further notes that certain press and media articles have incorrectly suggested that GMB has made an offer for PLUS Markets Group plc. For the avoidance of doubt, this is not the case. The Board has received no recent approaches in relation to a potential offer for the issued share capital of the Group. Accordingly the Group is not therefore in an offer period under the Takeover Code.

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