SEC Division of Trading and Markets no-action letter: UBS AG

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON. D.C. 20549

DIVISION OF
MARKET REGULATION
July 13,2006
Sebastian R. Sperber
Cleary Gottlieb Steen & Hamilton LLP
55 Basinghall St.
London EC2V 5EH, England
United Kingdom
Re: Offer by NYSE Euronext, Inc. for Shares of Euronext N.V.

TP No.: 06-84

Dear Mr. Sperber:
We are responding to your July 13,2006 letter to James A. Brigagliano. Our response is attached to the enclosed copy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter. dn the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the United States Securities and Exchange Commission ("Commission") hereby grants an exemption from Rule 14e-5 under the Securities Act of 1934 ("Exchange Act") to permit the Financial Advisors to engage in the Trading Activities in the Euronext Securities through the expiration of the Offer, particularly in light of the following facts:
The Offer is required to be conducted in accordance with French law, in particular the General Rules of the AMF; Euronext, N.V., a company organized under the laws of The Netherlands ("Euronext"), is a foreign private issuer as defined in Rule 3b-4(c) under the Exchange Act; All purchases of Euronext Securities by the Affiliates and Departments of the Financial Advisors will be subject to French laws and rules, including the General Rules of the AMF and other applicable regulatory requirements in the jurisdictions in which the Euronext Securities are listed;