OMLX THE LONDON SECURITIES & DERIVATIVES EXCHANGE LTD, S-20, 1997-08-28

OMLX THE LONDON SECURITIES & DERIVATIVES EXCHANGE LTD
S-20, 1997-08-28

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<PAGE> 1
As filed with the Securities and Exchange Commission on August 28th, 1997
Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------

FORM S-20
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------

OMLX, THE LONDON SECURITIES
AND DERIVATIVES EXCHANGE LIMITED
(Exact name of registrant as specified in its charter)

107 Cannon Street
London, England EC4N 5AD
Telephone: 011 (44) 171 283 0670
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

CT Corporation System
1025 Vermont Avenue, N.W.
Washington, D.C. 20005
Telephone: (202) 393-1747
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications to:
Lloyd H. Feller, Esquire
Morgan, Lewis & Bockius LLP
1800 M Street, NW
Washington, DC 20036

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

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- -----------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to fee or charge per aggregate fee or Amount of
to be registered be registered unit charge registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Put and Call Options 1,000,000 Contracts $3.25 $3,250,000.00 $984.85
- -----------------------------------------------------------------------------------------------------------

</TABLE>

* Stated in U.S. dollars and estimated solely for the purpose of calculating
the registration fee on the basis of aggregate clearing fees charged by
registrant with the issuance of Option contracts.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE> 2

OMLX, THE LONDON SECURITIES
AND DERIVATIVES EXCHANGE LIMITED

CROSS REFERENCE SHEET

PURSUANT TO RULE 501(C), SHOWING LOCATION IN THE PROSPECTUS OF
INFORMATION REQUIRED BY ITEMS OF FORM S-20

<TABLE>
<CAPTION>
Item Number and Caption Prospectus Section
- ----------------------- ------------------
<S> <C>
Forepart of the Registration Statement and
Outside Front Cover of Prospectus ............................. Cover Page

Enforceability of Civil Liabilities
Against Foreign Persons........................................ Cover Page

Description of Registrant................................ THE OMLX EXCHANGE

Description of Securities to be Registered.......... DESCRIPTION OF OPTIONS
</TABLE>

<PAGE> 3

PROSPECTUS

OMLX, THE LONDON SECURITIES
AND DERIVATIVES EXCHANGE LIMITED

PUT AND CALL OPTIONS

This Prospectus pertains to put and call options contracts ("Options") issued
by OMLX, The London Securities and Derivatives Exchange Limited (the "OMLX
exchange") that are traded in markets maintained by securities exchanges under
the oversight of securities regulatory authorities in the United Kingdom ("UK")
and Sweden.

Certain types of transactions in Options involve a high degree of risk and are
not suitable for many investors. Investors should understand the nature and
extent of their rights and obligations and be aware of the risks involved. An
options disclosure document containing a description of the risks of Options
transactions is required, under U.S. law, to be furnished to Option investors.
That document is entitled "Special Characteristics and Risk of Options
Contracts Traded at the OMLX Exchange." Investors may obtain a copy of that
document from the OMLX exchange on request by mail to 107 Cannon Street, London
EC4N 5AD, England, or by telephone to Telephone: 011 (44) 171 283 0678 or from
a US broker that is a member of the OMLX exchange or that maintains a
correspondent relationship with an OMLX exchange member. That document is also
available electronically by accessing the OMLX exchange's Internet address:
http://www.omgroup.com/. That document is not part of this Prospectus, and it
is not incorporated herein by reference or otherwise.

Financial statements of the OMLX exchange and the OMLX exchange's corporate
parent, OM Gruppen AB (publ), and certain additional information contained in
Part II of the registration statement of which this Prospectus forms a part,
other than exhibits, may be obtained without charge on request from the OMLX
exchange at the address below. The exhibits contained in Part II may be
obtained from the OMLX exchange or the United States Securities and Exchange
Commission ("SEC") on payment of an appropriate fee or from the SEC's Internet
address: http://www.sec.gov. These documents are also available
electronically by accessing the OMLX exchange's Internet address:
http://www.omgroup.com/.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

------------------

OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
107 Cannon Street
London, England EC4N 5AD
Telephone: 011 (44) 171 283 0678

------------------

The date of this Prospectus is August 28th, 1997.

<PAGE> 4

No person has been authorised to give any information or to make any
representations on behalf of the OMLX exchange other than those contained in
this Prospectus or the options disclosure document, and, if given or made, such
other information or representations must not be relied on as having been
authorised by the OMLX exchange. This Prospectus does not constitute an offer
to sell Options in any jurisdiction in which, or to any persons to whom, it is
unlawful to make such offer. The delivery of this Prospectus does not imply
that the information herein is correct as of any time subsequent to its date.

A U.S. person desiring to effect transactions in OMLX exchange issued options
can generally do so through a U.S. broker that is a member of the OMLX exchange
or that maintains a correspondent relationship with an OMLX exchange member.
Investors should bear in mind that, as discussed below, the OMLX exchange and
its non-U.S. member brokers are not subject to regulation by the SEC and are
not generally subject to the requirements of the securities or other laws of
the U.S. and may not be subject to the jurisdictions of courts in the U.S.

Every Option issued by the OMLX exchange and purchased by a U.S. person (within
the meaning of Regulation S, 17 C.F.R. Section 230.902(o), under the
Securities Act of 1933, as amended (the "Securities Act")) is registered under
the Securities Act, and all such purchasers of Options are entitled to the
protection of that Act. However, the OMLX exchange is a private limited
company incorporated in England and Wales. All of the OMLX exchange's current
directors and executive officers and certain of the experts named herein are
residents of the UK or Sweden. A substantial portion of the assets of the OMLX
exchange and of such other persons is located outside the U.S. For these
reasons, it may be difficult or impossible for investors to effect service of
process within the U.S. on such persons with respect to matters arising under
the U.S. federal securities laws or to enforce against them in U.S. courts
judgments of such courts predicated upon the civil liability provisions of the
U.S. federal securities laws. The OMLX exchange has been advised by Morgan,
Lewis & Bockius LLP, its special counsel, that there is doubt as to the
enforceability in the UK of originating actions or of actions for enforcement
of judgments of U.S. courts for liabilities predicated upon the U.S. federal
securities laws. Enforceability is subject to the commencement of fresh
proceedings before UK courts based on judgments of the relevant U.S. courts and
is further subject to various additional UK rules.

Although the OMLX exchange and its members are subject to regulation by
governmental authorities in the UK, they are not subject to the regulatory
jurisdiction of the SEC under the provisions of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that govern national securities
exchanges, brokers or dealers, except that certain members may be subject to
the regulatory jurisdiction of the SEC under the Exchange Act by virtue of such
members' broker or dealer activities in the U.S. Therefore, although U.S.
persons may be able to avail themselves of remedies under the Exchange Act as
against their U.S. brokers, these remedies will generally not be available to
U.S. persons and U.S. brokers as against the OMLX exchange and those of its
members that are not subject to the regulatory jurisdiction of the SEC
("Foreign Members"). Although certain remedies may be available to U.S.
persons and U.S. brokers as against the OMLX exchange and its Foreign Members
under UK law, in order to seek relief under such law it may be necessary to
commence legal actions in UK courts. Further, where a Foreign Member of the
OMLX exchange has no direct relationship with a U.S. person, but simply acts as
a correspondent of the U.S. person's U.S. broker, the U.S. customer may be
unable to assert any claims directly against the Foreign Member. However, U.S.
brokers that do have a direct relationship with Foreign Members of the OMLX
exchange may not suffer that same disability. As a practical and legal matter,
it may be difficult or impossible for U.S. persons or U.S. brokers to assert
any rights under either U.S. or UK law as against UK persons involved in the
handling of Options transactions.

<PAGE> 5

OMLX, THE LONDON SECURITIES
AND DERIVATIVES EXCHANGE LIMITED

The OMLX exchange is a private limited company, which was incorporated in
England and Wales on 30 January 1989. Its company registration number is
2340701. On 12 December 1989 it was granted the status of a Recognised
Investment Exchange by The Securities and Investments Board Limited ("SIB").

The OMLX exchange is a wholly-owned subsidiary of OM Gruppen AB (publ) ("OM
Gruppen"). OM Gruppen AB is the parent company of the OM Group. OM Gruppen AB
was incorporated in Sweden in 1984 under its previous name of Stockholm
Optionsmarknad OM Fondkommission AB and is listed on the Stockholm Stock
Exchange. OM Gruppen AB's principal office is at Brunkebergstorg 2, Box 16305,
S-10326 Stockholm, Sweden and its telephone number is 011 (46) 8 7000 600.

The OMLX exchange's principal business is operating as a Recognised Investment
Exchange in the UK. Its activities as a Recognised Investment Exchange are
regulated by the SIB pursuant to the Financial Services Act of 1986. As part
of its business, the OMLX exchange issues the Options, provides facilities for
the clearance and settlement of Options transactions and provides incidental
services to its members.

The OMLX exchange is managed by a board of directors consisting of six
directors. The principal offices of the OMLX exchange are located at 107
Cannon Street, London, England EC4N 5AD, telephone: 011 (44) 171 283 0678.

DESCRIPTION OF OPTIONS

The Options covered by this Prospectus are standardised put and call options
issued by and listed for trading on the OMLX exchange. As of the date of this
Prospectus, Options are traded or approved for trading on certain equity
securities issued by certain Swedish companies ("Stock Options") and on the OMX
Index ("Index Options"). Options may be traded on other underlying interests
in the future.

No certificates are issued by the OMLX exchange in respect of the Options
covered by this Prospectus. The rights and obligations of parties to Options
transactions are evidenced by statements issued by the OMLX exchange to members
showing the details of registered Options. Investors look to the confirmations
they receive from OMLX exchange members to confirm their positions as holders
or writers of Options.

The rights and obligations of the parties to Options transactions effected on
the OMLX exchange are set out in full in the OMLX exchange's Rulebook, copies
of which may be obtained as described under "Additional Information" below.
The following briefly summarizes such rights and obligations.

Purchases of Options by U.S. persons must generally be made through a U.S.
broker that is a member of the OMLX exchange or that maintains a correspondent
relationship with an OMLX exchange member. Once an OMLX exchange member
receives an order for an Option, the member will purchase the Option directly
from the OMLX exchange and then resell the Option to the U.S. person.
Following execution of a transaction in an Option between the OMLX exchange and
one of its members, the Option typically is registered in such member's omnibus
account for the registration of Options entered into by the member on behalf of
its customers.

On registration of an Option, the OMLX exchange enters into registered
contracts so that:

(i) Where a member is the seller of such Option, the OMLX exchange will enter
into a registered contract as buyer from the member; and

(ii) Where a member is the buyer of such Option, the OMLX exchange will enter
into a registered contract as

<PAGE> 6

seller to the member.

Following registration, the rights and obligations of a counterparty to an
Options transaction are held against the OMLX exchange. Accordingly, the OMLX
exchange is obliged to purchase or to sell the underlying stock of the Stock
Option at the stated exercise price or to pay the exercise settlement amount for
a cash-settled Index Option on exercise of the Option by a member. In common
with other clearing organisations, the OMLX exchange maintains a neutral or
balanced position, each Option in which the OMLX exchange is a buyer from a
member being matched by an Option in which the OMLX exchange is the seller.
Following exercise of an Option by a member, a written Option in the same series
as the exercised Option will be exercised against. The assigned member thus
becomes liable to deliver the relevant stock or to pay the settlement amount for
a cash-settled Option to the OMLX exchange. A fuller description of the rights
and obligations of a member in relation to these Options is set out in full in
the OMLX exchange's Rulebook.

The OMLX exchange will establish a customer account for a given investor if the
member with which the investor is dealing requests that the OMLX exchange do so
and the member submits a "customer undertaking" signed by such investor. The
customer undertaking is a document that establishes a direct legal relationship
between the investor and the OMLX exchange. Where a customer account has been
established for an investor, the investor and the member with which the
investor is dealing are jointly and severally liable to the OMLX exchange for
Options registered in such customer account, the investor may provide
collateral directly to the OMLX exchange (instead of with the member with which
the investor is dealing), and, in the event of a default by such member, the
OMLX exchange will seek to transfer the Options to another member with which
the investor may do business.

The OMLX exchange's Stock Options are "American" in style and may accordingly
be exercised at any time during the lifetime of the Option in accordance with
the OMLX exchange's Rules. The OMLX exchange's Index Options are "European" in
style and may accordingly only be exercised during a specified period
immediately prior to expiration in accordance with the OMLX exchange's Rules.

All Options which are "in the money" at expiration will be exercised
automatically by the OMLX exchange unless the holder of the Option informs the
OMLX exchange in writing that it does not wish to exercise the Option within
thirty minutes of the close of trading in such Option on the expiration day.
Members wishing to exercise Options not subject to automatic exercise must
submit exercise orders to the OMLX exchange within the deadlines prescribed in
the OMLX exchange's Rules.

While an "American"-style Option can normally be exercised at any time prior to
its expiration and a "European"-style Option can ordinarily be exercised during
its exercise period, the OMLX exchange has the authority to restrict the
exercise of Options at certain times in specified circumstances. The
circumstances in which the OMLX exchange may restrict the exercise of options
are those that, in the OMLX exchange's view, threaten to have an adverse effect
on the OMLX exchange or its ability to clear transactions and where a customer
of a member is in default. In this latter context, the member may be
restricted from exercising rights in relation to contracts registered in the
customer's account. To date, the OMLX exchange has not exercised its authority
to restrict the exercise of options.

It is also possible that a court, the SIB or another regulatory agency having
jurisdiction would impose a restriction which would have the effect of
restricting the exercise or settlement of an Option. If a restriction on
exercise or settlement is imposed at a time when trading in the Option has also
been halted, holders of that Option may be locked into their positions, and the
OMLX exchange may not be able to fulfil the obligations described above, until
one of the two restrictions has been lifted. Further, certain restrictions
could completely prevent exercise, in which event an Option would expire
worthless.

Each clearing member of the OMLX exchange must have net current assets in excess
of GBP1 million and capital in excess of GBP500,000. Members are required to
deposit and maintain margin with the OMLX exchange to cover their

<PAGE> 7

obligations to the OMLX exchange in respect of Options registered in their
accounts. Members may provide collateral in a number of different forms,
including cash, bank guarantees, equities and government securities. Margin
deposited by a member may only be applied to the obligations of that member and
may not be applied to the obligations of any other member or the obligations of
the OMLX exchange itself.

The OMLX exchange does not operate any form of clearing fund under which a
member is required to deposit funds with the OMLX exchange to protect the OMLX
exchange from losses. The OMLX exchange does not have the right to require
members to make any contributions to cover any loss the OMLX exchange may
suffer. However, in common with other recognised investment exchanges in the
UK, the OMLX exchange has default rules which allow it to take action to close
out the positions of a defaulting member.

In the event of a default by a member (either directly or resulting from a the
default by one of the member's customers), the OMLX exchange will invoke the
default rules set out in the OMLX exchange's Rulebook. These default rules, in
common with the default rules of other recognized investment exchanges in the
UK, have been given statutory protection by Part VII of the Companies Act 1989
from the operation of the general provisions of insolvency law and are designed
to enable the OMLX exchange to close out all outstanding contracts with the
defaulting member to produce a default settlement amount payable either by the
defaulting member or by the OMLX exchange. A number of ancillary processes are
available to the OMLX exchange in such situations, including the power to sell
the collateral, the right to terminate transactions or to exercise Stock
Options and in relation to the failure by the member to comply with its
obligation to deliver stock to the OMLX exchange. These powers are set out in
the OMLX exchange's Rulebook. Where a defaulting member acts as broker for one
or more investors who have established customer accounts with the OMLX exchange
as described above, the OMLX exchange will seek to transfer the Options
registered in such customer accounts to another member with which the investors
may do business. In the event of a default by the OMLX exchange, members of
the exchange could call on OM Gruppen to meet their claims against the OMLX
exchange under the terms of the guarantee issued by OM Gruppen, which is
described below.

OM Gruppen, the OMLX exchange's corporate parent, guarantees, as its own debt,
the due and punctual fulfillment of all present and future obligations arising
from options contracts entered into by the OMLX exchange and its members in
accordance with the Rules and Clearing Agreement of the OMLX exchange. This
guarantee also covers the OMLX exchange's obligation to return any cash
collateral provided by one of its members to the OMLX exchange to the extent
that such collateral exceeds the aggregate amount of collateral required to be
provided to the OMLX exchange by such member. OM Gruppen can terminate the
guarantee by giving OMLX exchange members thirty (30) days advance written
notice, but the guarantee will remain in force for any contracts entered into
before the termination. OMLX exchange members are the sole express
beneficiaries of OM Gruppen's guarantee of the OMLX exchange's obligations.
The OMLX exchange has been advised by the general counsel of OM Gruppen that
the guarantee of the OMLX exchange's obligations, which is governed by Swedish
law, does not confer any rights to claim under the guarantee on any persons
other than OMLX exchange members.

STOCK OPTIONS

The OMLX exchange lists standardised stock options with a lifetime of six
months based on the stocks of companies listed on the Stockholm Stock Exchange.
The Stock Options registered on this Registration Statement are standardised
stock options based on the stocks of certain companies listed on the Stockholm
Stock Exchange, each of which is subject to the periodic reporting requirements
of the Exchange Act and, accordingly, files certain reports with the SEC.
Copies of these reports may be inspected, or copied on payment of an
appropriate fee, at public reference facilities maintained by the SEC at 450
Fifth Street, NW, Washington, DC 20549, or may be obtained from the SEC's
Internet address: http://www.sec.gov.

The primary listing of each of the stocks on which the OMLX exchange lists
standardised stock options contracts is on the Stockholm Stock Exchange. Some
of these stocks are also traded on the SEAQ International facility of the

<PAGE> 8

London Stock Exchange. American Depository Receipts ("ADRs") for certain of
these stocks are also listed on a national securities exchange in the U.S. or
are traded on Nasdaq.

The stocks on which the OMLX exchange lists Stock Options registered on this
registration statement include the following:

Astra A
Electrolux B
Ericsson B
Netcom Systems AB
Scania B
SKF B
Swedish Match
Volvo B

<PAGE> 9

The OMLX exchange lists standardised Stock Options in five expiration cycles.
Stock Options in expiration cycle 1 fall due for expiration in January, April,
July and October. Stock Options in expiration cycle 2 fall due for expiration
in February, May, August and November. Stock Options in expiration cycle 3
fall due for expiration in March, June, September and December. Stock Options
in expiration cycle 4 fall due for expiration in January, March, May, July,
September and November. Stock Options in expiration cycle 5 fall due for
expiration in February, April, June, August, October and December.

The OMLX exchange also lists long Stock Options with a lifetime of two years.
These are also listed in three expiration cycles. Long Stock Options in
expiration cycle 1 and 4 fall due for expiration in January in the expiration
year for such Options. Long Stock Options in expiration cycle 2 and 5 fall due
for expiration in February in the expiration year for such Options. Long Stock
Options in expiration cycle 3 fall due for expiration in March in the
expiration year for such Options.

The OMLX exchange's standardised stock options contracts are "American" in
style (and, as such, may be exercised at any time prior to expiration) and may
be calls or puts. The OMLX exchange's standardised stock option contracts
normally correspond to 100 shares of the underlying stock.

All standardised Stock Options expire on the third Friday of the expiration
month. The last trading day for a standardised Stock Options series is the
trading day prior to the expiration day for such series. The expiration value
of such Stock Options is the last paid price recorded for such stock on the
Stockholm Stock Exchange on the expiration day.

The premium settlement day for the OMLX exchange's Stock Option contracts is
the first Swedish bank day after the day on which the transaction is effected.
Settlement of the OMLX exchange's Stock Options following exercise is effected
by delivery of the corresponding amount of the underlying stock against payment
of the settlement amount. This delivery and the correlative payment is due on
the third Swedish bank day after the expiration day. The OMLX exchange's
standardised stock option contracts do not provide for cash settlement or for
the delivery of ADRs representing the underlying stock in performance of
settlement obligations.

INDEX OPTIONS

INDEX OPTIONS ON THE OMX STOCK INDEX

THE OMX INDEX - INTRODUCTION

OM Gruppen, the OMLX exchange's corporate parent, is the owner of the OMX
Index. OM Gruppen has granted the OMLX exchange and OM Stockholm the right to
use the OMX Index in connection with the trading of futures and options
contracts based on the OMX Index on their respective exchanges.

OM Stockholm acts as the Index Provider or Indexer. OM Gruppen has appointed
the independent Swedish company, SIX AB, to act as the Index Calculator for the
OMX Index and to calculate the OMX Index in accordance with the rules of the
OMLX exchange and OM Stockholm. SIX AB has acted as the Index Calculator for
the OMX Index since October 1986.

OM Gruppen has also appointed an independent Index Ombudsman responsible for
supervising the action of the Index Calculator, particularly with reference to
adjustments in the composition of the OMX Index, verifying the expiration
values and other related matters. The Index Ombudsman is KPMG Bohlins AB, the
Swedish arm of the international accountancy practice, KPMG Peat Marwick L.L.P.
KPMG Bohlins AB has acted as the Index Ombudsman since September 1986.

<PAGE> 10

TYPE OF INDEX

The OMX Index was launched in Sweden in September 1986. Trading in options
contracts based on the OMX Index was introduced by OM Stockholm in December
1986. The OMX Index is a capital-weighted index and is designed to reflect the
development of the Swedish equity market. It comprises the 30 most liquid
stocks traded on the Stockholm Stock Exchange. The trading volume of these
stocks represents approximately 66% of all trading on the Stockholm Stock
Exchange. As of June 23, 1997, the OMX Index was comprised of the following
stocks:

ABB A
ABB B
Aga B
Astra A
Astra B
Atlas Copco A
Atlas Copco B
Avesta Sheff
Electrolux B
Ericsson B
Hennes & Mauritz B
Investor B
Kinnevik B
MoDo B
Nokia A
Pharmacia&Upjohn
Sandvik A
Sandvik B
SCA B
Scania B
S-E Banken A
SHB A
Skandia
Skanska B
SKF B
Sparbanken A
Stora A
Stora B
Trelleborg B
Volvo B

The base level of the OMX Index was set at 500 in September 1986 and it is
calculated continuously on all Swedish bank days using automated data from the
Stockholm Stock Exchange. The OMX Index is calculated by reference to the last
sale price for each constituent stock of the index.

AVAILABILITY

The OMX Index is available real time on SIX (one of the leading stock market
information services in Sweden), Reuters, Telerate, Bloomberg, Bridge and other
quote vendor systems which disseminate the information throughout the world.
In addition, OMX information is available free of charge to the public in
Sweden by way of the text-tv system of the Swedish public service television
network. Information provided by this facility is subject to a 15 minute
delay. The OMX Index is also published daily in the Financial Times, in the
following national Swedish newspapers: Svenska Dagbladet, Dagens Nyheter,
Dagens Industri, Finanstidningen, Sydsvesnka Dagbladet and Goteborgsposten and
in approximately ten regional or local newspapers in Sweden.

INDEX CONSTRUCTION AND MAINTENANCE

The OMX Index comprises the 30 most actively-traded stocks, calculated in
Swedish Kronor (or "SEK"), on the Stockholm Stock Exchange during the six month
control period 1 December 1996 to 29 May 1997. Stocks which are included in the
OMX Index are referred to as Index Stocks. More than one class of an issuer's
stock can be an Index Stock if each such class separately qualifies as an Index
Stock.

If during any control period an Index Stock is not among the 45 most
actively-traded stocks on the Stockholm Stock Exchange, the Index Stock will be
replaced by the non-Index Stock which has the highest traded volume on the
Stockholm Stock Exchange during such control period. If one of the 15 most
actively traded stocks on the Stockholm Stock Exchange during the control
period is not an Index Stock, that stock will replace the Index Stock which has
the lowest traded volume.

If a significant portion of the trading volume of a stock which qualifies as an
Index Stock is attributable to a few transactions or to transactions within a
limited time period so that the recorded volume is considered by the Index
Calculator not to be representative, the Index Calculator may decide that the
stock will not be included as an Index

<PAGE> 11

Stock. Moreover, if the volume of trading in an Index Stock in the opinion of
the Index Calculator is so low that price information for such stock is no
longer satisfactory (for example, where the price paid required to be used in
the index calculations significantly deviates from the current bid and ask
price), the Index Calculator may decide that the stock will be excluded as an
Index Stock. Such action may only be taken after approval from the Index
Ombudsman. There are no formal constraints on the timing of the publication of
a notice indicating that a given stock has been excluded as an Index Stock, but
notice of such action will, if possible, be announced not less than two trading
days before it is taken.

If an Index Stock is delisted from the Stockholm Stock Exchange, the Index
Calculator may decide that the stock will no longer be an Index Stock. If an
Index Stock becomes the object of a takeover offer, the Index Calculator may
decide that the stock will no longer be an Index Stock. Such a measure will,
if possible, be published in an index announcement to members not later than
two trading days before it is taken.

The composition of the OMX Index is reviewed in June and December of each year,
with any constituent changes being implemented on the first trading day
following the expiration of the OMX Options contracts which normally takes
place on the fourth Friday of the same month. The OMLX exchange announces the
composition of the OMX Index before each six month period.

CALCULATION OF AVERAGE INDEX

In calculating the average OMX Index for a trading day (the "Average Index"),
the price of each Index Stock is calculated by reference to the aggregate
trading volume that day in Swedish Kronor for the specific Index Stock divided
by the corresponding number of such shares dealt on the day in question
("average price"). When calculating the average price for an Index Stock,
transactions which have been carried out at a price which is outside the range
of the highest bought price and the lowest sell price for such stock at that
time are not taken into account. If the Index Calculator is unable to
calculate the average price for an Index Stock on a particular day because no
transactions have been carried out in such stock, its price will be the average
price for such stock on the last trading day on which it was possible to
calculate the average price as described above.

If the Index Calculator considers that the price of one or more Index Stocks on
a particular trading day has been unduly influenced so that the Average Index
cannot be calculated in a representative way, the Index Calculator may use the
average prices for that Index Stock for the last trading day before the day on
which such factors arose. Such action may only be undertaken with the prior
approval of the Index Ombudsman and will be announced.

If, in the opinion of the Index Calculator, technical or other reasons render
the automatic transmission of price information from the Stockholm Stock
Exchange either wholly or partially unavailable, or if such price information
is unreliable or in any other way fails to reflect the development of an Index
Stock, the Index Calculator may use another source of information and thereby
apply other bases for the calculation of the Average Index.

PRICE CALCULATION OF THE OMX INDEX

The index value of the OMX Index (the "Index Value") is calculated real time
and published every minute, to two decimal places, by SIX AB between 10:00 am
and 5:00 pm (Stockholm time) on Swedish bank days. These prices are fed into
the Click dealing system used by the OMLX exchange and OM Stockholm and are
revised on screen instantaneously.

The prices for a particular Index Stock which are used in the calculation of
the OMX Index Value during the trading day are the last sale prices on the
Stockholm Stock Exchange in that Index Stock. The OMX Index Value accordingly
reflects the last paid prices for each of the constituent stocks of the OMX
Index.

EXPIRATION SETTLEMENT PRICE FOR OMX OPTIONS

<PAGE> 12

The expiration settlement price is the average of the Index Values for the OMX
Index for the Swedish bank day immediately preceding the expiration date
calculated in accordance with the Conditions for the OMX Index, which are set
forth in the OMLX's Rulebook. The expiration settlement price of the OMX Index
that is to be used as the basis for cash settlement of an Option is calculated
by the Index Calculator and is ratified by the Index Ombudsman on the Swedish
bank day immediately following the expiration date. The OMLX exchange notifies
all OMLX exchange members of the determined expiration settlement price of the
OMX Index.

ADDITIONAL INFORMATION

Certain additional information, which is neither part of this Prospectus nor
incorporated herein in any way, can be obtained as described below:

1. The document entitled "Special Characteristics and Risk of Options Contracts
Traded at the OMLX Exchange," referred to on the cover page of this Prospectus,
may be obtained from the OMLX exchange (on request by mail to 107 Cannon
Street. London EC4N 5AD, England or by telephone to Telephone: 011 (44) 171 283
0678 or from a U.S. broker that is a member of the OMLX exchange or that
maintains a correspondent relationship with an OMLX exchange member. That
document is also available electronically by accessing the OMLX exchange's
Internet address: http://www.omgroup.com/.

2. The Memorandum and Articles of Association of the OMLX exchange and the OMLX
exchange's Rulebook, as the same may be amended from time to time, may be
obtained from the OMLX exchange on payment of an appropriate fee. These
documents are also available electronically by accessing the OMLX exchange's
Internet address: http://www.omgroup.com/.

3. The financial statements of the OMLX exchange and the OMLX exchange's
corporate parent, OM Gruppen AB (publ), and certain additional information
contained in Part II of the registration statement of which this Prospectus
forms a part, other than exhibits, may be obtained without charge on request
from the OMLX exchange at 107 Cannon Street, London, England EC4N 5AD,
telephone: 011 (44) 171 283 0678.

<PAGE> 13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 4. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

DIRECTORS

The OMLX exchange is managed by a Board of Directors consisting of six
directors, none of which hold office for a fixed term. As of the effective
date of this Registration Statement, the directors, executive officers and
significant employees of the OMLX exchange are as follows:

PETER ANTHONY COX, age 50, is director of the OMLX exchange and Chief
Executive. He joined the OMLX exchange in January 1993 as Business Development
Director and served as Managing Director, Business Development before becoming
Chief Executive. Prior to joining the OMLX exchange, Peter Cox was responsible
for the design of the Talisman equity settlement system and the strategic plan
for Big Bang at the London Stock Exchange in London. From 1985 to 1992 he was
principally involved in the International Equity market, having been
responsible for the initiation of SEAQ International and its growth to be the
largest cross-border equity market in the world. He spent the early part of
his career in the automotive and computer industries before joining the London
Stock Exchange in 1976. Peter Cox is also a director of OM Information
Limited.

CARL PER ERIC SLETTEN LARSSON, age 36, is Chairman of the Board and director of
the OMLX exchange. He has served as Chairman since June 1996 and as a director
since January 1989. Per Larsson is also Chief Executive Officer of OM Gruppen
and has worked within the OM Group since 1985. Per Larsson is also a director
of OM Gruppen, OM Information Limited, OM Systems International AB, VPA
Securities Services AB, Market Mapping AB, Osterreische Terminborse and Suomen
Optiomeklarit.

OLOF MATTHIAS ARNESSON STENHAMMAR, age 55, is Honorary Chairman and Director.
He served as Chairman of the Board of the OMLX exchange from its organisation
in January 1989 until June 1996. Olof Stenhammar established OM Stockholm
Options Marknad OM Fondkommission AB ("OM") in Sweden in 1984. This was the
first options and futures exchange established in Sweden. Mr. Stenhammar acted
as President and Chief Executive Officer of this company from 1984 to 1990.
Following a group reorganisation in 1990, he has acted as President and Chief
Executive Officer of the OMLX exchange's corporate parent, OM Gruppen. Prior to
establishing OM, Mr. Stenhammar worked in executive positions in the publishing
industry and was also employed in the securities industry in the U.S. from 1972
to 1974. Olof Stenhammar is also a director of OM Gruppen and OM Systems
International AB and OM Information Limited (both of which are affiliates of
the OMLX exchange), as well as Ljungberggruppen AB, Tyrgg Hansa Omsesidig
Livforsakring, Forvaltning AB Ratos and Novare Kapital AB.

CAROLE MACHELL, age 35, is Managing Director, Operations and director. She was
appointed as Managing Director, Operations in March 1996 and became a director
in May 1996. She has had responsibility for the Clearing and Finance functions
at the OMLX exchange since August 1994. Carole Machell trained as a Chartered
Accountant in the Ernst & Young London Office specialising in Insurance and
Banking Clients. After qualifying, Carole Machell worked in the Tax Department
specialising in Corporation Tax for insurance and banking clients. She joined
Merrill Lynch Policy & Controls Department in January 1994 with specific
responsibility for audit liaison and research and development reviews of new
and existing products. In particular this involved studies concentrating on the
accounting, regulatory and tax treatment of different product areas such as
South American Emerging Markets, Commodities and Futures. In 1994 she was
seconded to Merrill Lynch Paris to work on the implementation of a new
operations system for the Paris Futures Department. On returning to London,
Carole

<PAGE> 14

Machell became Financial Controller of Merrill Lynch Europe the London expense
based holding company. This involved day to day responsibility for all London
expenses as well as the monitoring of expenses for all European Capital Markets
offices, plus financial accounting for all London based Merrill Lynch
companies.

CLIVE MACE GILCHRIST, age 46, has served as a director of the OMLX exchange
since November 1992. Mr. Gilchrist is a Member of the Securities Institute, a
Fellow of the Royal Society of Arts and an Associate of the Institute of
Investment Management and Research. He is currently managing director of
BESTrustees plc and has previously served on the Council of the National
Association of Pension Funds, acting as its Vice President from 1992 to 1994,
the City Panel on Takeovers and Mergers from 1986 to 1992 and the Institutional
Investors Advisory Group from 1990 to 1993. During 1993, Mr. Gilchrist was
part of the Department of Trade and Industry's Task Force on Financial
Deregulation. Clive Gilchrist is also a director of Aberdeen Trust plc, Argosy
Asset Management Australia Limited (AUST), BEST Group Finance Ltd, BEST
Securities Limited, BESTrustees plc, BET Pension Trust Ltd, British Empire
Securities & General Trust plc, Eagle Star Pension Trustee Ltd, Kensington High
Street Properties Limited, Rank Xerox Pensions Limited, St Andrew's Park of
Norwich Limited, Towry Law plc, and Turkey Trust plc.

ANTHONY RICHARD WHALLEY, age 41, has served as a director of the OMLX exchange
since 1991. He has worked in the derivatives field since 1982. He became a
partner in the City of London firm Scrimgeour Kemp Gee in 1984. In 1986 that
partnership was amalgamated in the newly-formed conglomerate Citicorp
Scrimgeour Vickers, of which company Mr. Whalley served as a director in charge
of derivative sales until 1989. In June 1989 he joined Scottish Widows Life
Assurance Society as an Investment Manager in charge of derivative product
development.

NON-DIRECTOR EXECUTIVE OFFICERS

DEREK RONALD JAMES OLIVER, age 44, is Director of Legal Affairs, Company
Secretary, and Compliance Officer, and has been responsible for these functions
since September 1990. He is a member of the Law Society and was admitted to
the Roll of Solicitors in England and Wales in April 1979. From 1986 to the
time at which he joined the Registrant he worked as an assistant in the London
office of the international legal practice, Linklaters & Paines. While at
Linklaters & Paines, Derek Oliver worked primarily in the fields of corporate
and financial services law, undertaking a diverse range of work on behalf of
clients of the firm.

SIGNIFICANT EMPLOYEES

XAVIER LOUIS MAURICE BERNARD BRUCKERT, age 41, has served as Director of
Marketing since January 1997. He has almost 20 years' experience in the
banking and financial sectors in a diverse range of areas, including foreign
exchange, interest rates and equity derivatives. Prior to joining the OMLX
exchange, Xavier Bruckert served as the Chief Executive Officer of Indosuez
Carr Futures. From 1989 to 1994 he was Head of Markets for Banque Indosuez,
Stockholm, and from 1986 to 1989 he acted as Head of Corporate Sales for
Indosuez Paris.

MATTHEW SCOTT, age 30, has been employed at the OMLX exchange since December
1994 and has served as the Clearing Manager of the OMLX exchange since
September 1995. He is an associate of the Institute of Chartered Accountants
in England and Wales and worked as an accountant both in private practice and
in industry prior to joining the OMLX exchange. As Clearing Manager, he is
responsible for the day to day administration and supervision of the OMLX
exchange's Clearing Department.

ITEM 5. LEGAL PROCEEDINGS

None.

<PAGE> 15

ITEM 6. LEGAL OPINION AND EXPERTS

The opinion of Morgan, Lewis & Bockius LLP, special counsel to the OMLX
exchange, as to the legality of the securities being registered is filed as an
exhibit to this Registration Statement.

The financial statements of the OMLX exchange at December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996,
appearing in this Registration Statement have been audited by Ernst & Young,
chartered accountants, independent auditors, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

The financial statements of OM Gruppen at December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, appearing in
this Registration Statement have been audited by Ernst & Young AB, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

ITEM 7. FINANCIAL STATEMENTS

There are set forth below the audited balance sheets of the OMLX exchange and
the consolidated audited balance sheets of OM Gruppen, each as of December 31,
1996 and December 31, 1995, and the audited statements of income and cash flows
of the OMLX exchange and the consolidated audited statements of income and cash
flows of OM Gruppen, for each of the fiscal years ended December 31, 1996,
December 31, 1995 and December 31, 1994.

ITEM 8. UNDERTAKINGS

The undersigned Registrant hereby undertakes to file a post-effective amendment
not later than 120 days after the end of each fiscal year subsequent to that
covered by the financial statements presented herein, containing financial
statements meeting the requirements of Regulation S-X and the supplementary
financial information specified by Item 302 of Regulation S-K.

The undersigned Registrant hereby undertakes not to issue, clear, guarantee or
accept any security registered herein until there is a definitive options
disclosure document meeting the requirements of Rule 9b-1 of the Securities
Exchange Act of 1934, as amended, with respect to the class of options.

<PAGE> 16

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-20 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorised in London, England on 28th August, 1997.

OMLX, THE LONDON SECURITIES AND
DERIVATIVES EXCHANGE LIMITED

By: /s/ Peter Anthony Cox
---------------------------------------------
Peter Anthony Cox, Director & Chief Executive

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>

Carl Per Eric Sletten Larsson Stockholm, Sweden 11th August 1997
Chairman & Director

Peter Anthony Cox London, England 11th August 1997
Director & Chief Executive
(principal executive officer)

Olof Matthias Arnesson Stenhammar Stockholm, Sweden 11th August 1997
Honorary Chairman & Director

Carole Machell London, England 11th August 1997
Director & Managing Director, Operations
(principal financial officer and controller
or principal accounting officer)

Clive Mace Gilchrist London, England 11th August 1997
Director
</TABLE>

<PAGE> 17

<TABLE>

Anthony Richard Whalley Edinburgh, Scotland 11th August 1997
Director

Derek Ronald James Oliver London, England 11th August 1997
Director of Legal Affairs, Company Secretary,
and Compliance Officer

Tor Soderquist New York, NY 11th August 1997
Authorised Representative of the
Registrant in the United States
</TABLE>

POWER OF ATTORNEY

Each person whose signature appears above authorizes Derek Ronald James Oliver
to execute in the name of each such person, and file, any amendments to this
Registration Statement necessary or advisable to enable Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such changes herein as any of the above-named
individuals deems appropriate.

<PAGE> 18

OMLX, THE LONDON SECURITIES
AND DERIVATIVES EXCHANGE LIMITED

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page No.
- ------- -------------------------------------- --------
<S> <C> <C>

5 Opinion of Morgan, Lewis & Bockius ...........

23.1 Consent of Ernst & Young, London .............

23.2 Consent of Ernst & Young AB, Stockholm .......

99.A OMLX Accounts.................................

99.B OM Gruppen Accounts...........................

99.C Resolution of the Board of OMLX...............
</TABLE>

<PAGE> 1
August 26, 1997
Page 1

August 26, 1997

OMLX, the London Securities and
Derivatives Exchange Limited
107 Cannon Street
London EC4N 5AD
England

Re: OMLX, the London Securities and Derivatives Exchange Limited (the "OMLX
exchange") Registration Statement on Form S-20 -- Put and Call Option
Contracts

Gentlemen:

We have served as English Solicitors to the OMLX exchange, in connection with
its filing with the U.S. Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-20 (the "Registration Statement") covering 1,000,000 Put and Call Option
Contracts ("Options") to be issued in transactions on the OMLX exchange.

In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments of the Company, including the Memorandum and Articles of
Association of the OMLX exchange and the OMLX exchange's Rulebook, as in our
judgment are necessary or appropriate for purposes of this opinion. We have
assumed that (i) the Registration Statement will have become effective and the
options disclosure document with respect to the Options will have been
approved, (ii) the issuance of such Options will have been duly authorised, and
(iii) the Options will be issued in compliance with applicable United States
federal and state securities and other laws.

Based on the foregoing, it is our opinion that:

1. The OMLX exchange is a private limited company incorporated on 30th
January 1989 under the Companies Act 1985 and has been in continuous and
unbroken existence since the date of its incorporation.

2. The Options covered by the Registration Statement have been duly
authorised, and, when duly issued in accordance with the Memorandum and
Articles of Association of the OMLX exchange and the OMLX exchange's
Rulebook, will be valid and legally binding obligations of the OMLX
exchange in accordance with and subject to their respective terms and to
the OMLX exchange's Memorandum and Articles of Association and the OMLX
exchange's Rulebook.

Our opinion is confined to and given on the effect of English Law. We have
made no investigation of the laws of any country or jurisdiction other than
England (and in particular we have not made any investigations of the laws of
the Kingdom of Sweden) and we do not express or imply any opinion thereon.
Furthermore, we express no opinion as to matters of fact and our opinion is to
be construed in accordance with and is governed by English Law, and the
exercise of any remedies will always be subject to the general legal and
equitable principles of English Law, the general supervisory powers and
discretions of the English Courts and all bankruptcy, insolvency, liquidation,
moratorium, reorganisation and other laws of general application relating to
or affecting the rights of creditors.

<PAGE> 2

The London Office of Morgan, Lewis & Bockius LLP is a multi-national practice
under the rules of the Law Society of England and Wales. The Partner signing
this letter is a solicitor of the Supreme Court of Judicature of England and is
qualified to practice English Law.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name therein. In giving such consent, we do
not hereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act and the rules and regulations
of the Commission thereunder.

Yours faithfully,

Morgan, Lewis & Bockius

<PAGE> 1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under "Item 6. Legal Opinion and
Experts" and to the use of our report dated May 6, 1997, in the Registration
Statement (Form S-20) and related Prospectus of OMLX, the London Securities and
Derivatives Exchange Limited for the registration of 1,000,000 contracts of its
Put and Call Options.

Ernst & Young
Chartered Accountants
London, England
August 18, 1997

<PAGE> 1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under "Item 6. Legal Opinion and
Experts" and to the use of our report dated March 7, 1997, in the Registration
Statement (Form S-20) and related Prospectus of OMLX, the London Securities and
Derivatives Exchange Limited for the registration of 1,000,000 contracts of its
Put and Call Options.

Ernst & Young
Chartered Accountants
Stockholm, Sweden
August 18, 1997

<PAGE> 1
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

OMLX, THE LONDON SECURITIES AND
DERIVATIVES EXCHANGE LIMITED
FINANCIAL STATEMENTS
DECEMBER 31, 1996

<PAGE> 2
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

REPORT OF INDEPENDENT AUDITORS
to the Board of Directors of OMLX, The London Securities and Derivatives
Exchange Limited

We have audited the accompanying balance sheets of OMLX, The London
Securities and Derivatives Exchange Limited as of December 31, 1996, 1995 and
1994, and the related profit and loss accounts and statements of cash flows and
movements in shareholders' equity for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with United Kingdom auditing standards
which do not differ in any significant respect from United States generally
accepted auditing standards. These standards require that we plan and perform
the audit to obtain reasonable assurances about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OMLX, The London Securities
and Derivatives Exchange Limited at December 31, 1996, 1995 and 1994, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998 in conformity with accounting principles
generally accepted in the United Kingdom which differ from these followed in
the United States (see Note 18 of Notes to the Financial Statements).

Ernst & Young
Chartered Accountants
London, England

May 6, 1997

<PAGE> 3
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

PROFIT AND LOSS ACCOUNTS

Year ended December 31, 1996 1995 1994
Notes SEK SEK SEK
----- ----------- ------------ -----------
<S> <C> <C> <C> <C>

Revenues 2 58,334,640 59,040,620 60,121,846
Administrative expenses -53,548,867 -44,832,195 -48,323,111
----------- ------------ -----------
Operating profit 4,786,773 14,208,425 11,798,735
Interest receivable from
fellow subsidiaries 13,923,353 3,872,787 552,063
Other interest receivable 585,259 3,689,429 3,457,785
Interest payable to parent
company -13,713,722 -3,808,922 -16,555,400
Interest payable other -197,959 -146,240 47,232
----------- ------------ -----------

PROFIT/(LOSS) BEFORE TAXATION 5,382,704 17,815,459 -699,585

Taxation 6 -2,803,000 -4,381,353 --
----------- ------------ -----------
PROFIT/(LOSS) FOR THE
FINANCIAL YEAR* 2,579,704 13,454,106 -699,585
----------- ------------ -----------
</TABLE>

*A summary of the significant adjustments to profit for the year that would be
required had United States generally accepted accounting principles been
applied instead of those generally accepted in the United Kingdom is set forth
in Note 18 of Notes to the Financial Statements.

There are no recognised gains or losses other than the profit for the financial
year of SEK 2,579,704 in the year ended December 31, 1996 (1996 SEK 13,464,106,
SEK 699,585 loss).

The notes to the financial statements form part of these financial statements.

<PAGE> 4
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31 1996 1995 1994
Notes SEK SEK SEK
<S> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 8 4,783,914 7,229,389 10,089,712
------------- ----------- -----------
CURRENT ASSETS
Accounts receivable 9 135,285,213 13,247,959 32,404,553
Cash at bank and in hand 12 1,056,177,251 888,680,223 699,202,350
------------- ----------- -----------
1,191,462,464 901,928,182 731,606,903
ACCOUNTS PAYABLE
Amounts falling due within one year 10 962,205,827 677,696,725 688,250,011
------------- ----------- -----------
229,256,637 224,231,457 43,356,892
------------- ----------- -----------
TOTAL ASSETS LESS CURRENT LIABILITIES 234,040,551 231,460,846 53,446,604

ACCOUNTS PAYABLE
Amounts falling due after
more than one year 13 125,000,000 125,000,000 --
------------- ----------- -----------
NET ASSETS 109,040,551 106,460,846 53,446,604
------------- ----------- -----------
CAPITAL AND RESERVES
Called-up share capital 100,000,000 100,000,000 58,088,162
Profit and loss account 9,040,551 6,460,847 -4,641,558
------------- ----------- -----------
TOTAL SHAREHOLDERS' EQUITY* 109,040,551 106,460,847 53,446,604
------------- ----------- -----------
</TABLE>

*A summary of the significant adjustments to profit/(loss) for the year that
would be required had United States generally accepted accounting principles
been applied instead of those generally accepted in the United Kingdom is set
forth in Note 18 of Notes to the Financial Statements.

The notes to the financial statements form part of these financial statements.

3
<PAGE> 5
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

STATEMENTS OF MOVEMENTS IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Ordinary share capital Profit and
Authorized Authorized Issued loss account
L SEK SEK SEK
<S> <C> <C> <C> <C>
At January 1, 1994
10,000,000 shares of L1 each 10,000,000 -- -- -3,458,700
5,000,100 shares of L1 each 61,651,253
Loss for the year -- -- -- -699,585
Exchange adjustment -3,563,071 -483,273
---------- ----------- ---------- ----------
At December 31, 1994 10,000,000 -- 58,088,162 -4,641,558

10,000,000 shares of SEK 10 each -- 100,000,000 -- --
4,880,000 shares of SEK 10 each -- -- 48,800,000 --
Profit for the year -- -- -- 13,454,106
Exchange adjustment -- -- -6,888,162 -2,351,701
---------- ----------- ---------- ----------
At December 31, 1995 10,000,000 100,000,000 100,000,000 6,460,847
---------- ----------- ---------- ----------

Profit for the year -- -- -- 2,579,704
---------- ----------- ---------- ----------
At December 31, 1996 10,000,000 100,000,000 100,000,000 9,040,551

</TABLE>

As at December 31, 1996 the cumulative foreign exchange translation adjustment
was SEK(5,105,784) (1995 -- SEK(5,105,784), 1994 -- SEK (4,134,079)).

The notes to the financial statements form part of these financial statements.

4
<PAGE> 6
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

CASH FLOW STATEMENT

<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
Notes SEK SEK SEK
<S> <C> <C> <C> <C>
Net cash inflow from ordinary
operating activities 5b 149,896,233 175,207,879 288,268,855
----------- ----------- -----------
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE
Interest paid -13,911,681 -13,575,744 -1,709,336
Interest received 14,508,612 5,669,224 2,490,031
----------- ----------- ----------
596,931 -7,906,520 780,695
----------- ----------- ----------
TAXATION
Corporation tax paid -5,607,303 -37,047 -1,328,892

INVESTING ACTIVITIES
Purchase of fixed assets -1,091,595 -875,404 -6,091,915
Receipts from disposal of fixed assets 264,663 -- 177,000
----------- ----------- -----------
NET CASH OUTFLOW FROM INVESTING
ACTIVITIES -826,932 -875,404 -5,914,915
----------- ----------- -----------
NET CASH INFLOW BEFORE FINANCING 144,058,929 166,388,908 289,805,743

FINANCING
Repayment of convertible unsecured loan -- -51,200,000 --
Proceeds from subordinated debt issue -- 125,000,000 --
Proceeds from issue of shares -- 48,800,000 --
----------- ----------- -----------
-- 122,600,000 --
----------- ----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 12 144,058,929 288,988,908 289,805,743
----------- ----------- -----------
</TABLE>

The significant differences between the cash flow statement presented above and
that required under United States generally accepted accounting principles are
described in Note 18 to the Financial Statements.

The notes to the financial statements form part of these financial statements.

5
<PAGE> 7
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

1 ACCOUNTING POLICIES
Organisation

The Company is a Recognised Investment Exchange in the United Kingdom and is
regulated by the Securities and Investments Board. It has held this status
since its inauguration as OM London in December 1989.

The Company is unique within the London market, both as a fully computerised
derivatives exchange and as an integrated exchange and clearing house. OM's
marketplace was also the first example of an electronic linkage. The exchanges
and clearing houses of two legal entities, the Company and its sister Company,
OM Stockholm AB, are linked to give members of both exchanges access to a
single marketplace.

A range of futures and options are traded on both Swedish stocks and on the
OMX Index. A significant reduction in trading volumes on the exchanges would
have an adverse effect on the results on the Company.

UK statutory accounts are prepared and presented in Swedish Krona.
Accordingly, these financial statements are also presented in Swedish Krona.

When OMLX was originally incorporated in 1989 and for the years up to 1995,
the Company's strategy aimed at becoming the UK international arm of the OM
Group. A range of UK based products, denominated and traded in pounds sterling
were planned and launched. It was therefore anticipated that the Company's
turnover would consist of a mixture of Sterling and Swedish Krona denominated
products.

None of the individual sterling denominated products had been successful and
the final one was delisted at the end of 1995. The Company's strategy is now
to concentrate on the Nordic region.

All clearing turnover is now Swedish Krona denominated with expenses incurred
in both currencies, principally sterling.

To reflect both the change in strategy and the turnover/expenses split, a
decision was made to change the Company's functional currency from January 1,
1996 to Swedish Krona.

The existing share capital will continue to be denominated in both currencies.
In anticipation of this change, the Company's authorised share capital was
increased at the end of 1995 by the creation of 10 million shares of SEK10
each and 4,880,000 of such shares were issued. At the same time the sterling
denominated shares were recorded at the exchange rate ruling at that date so
that the Company's issued capital was the equivalent of SEK 100 million at
that date.

The Company uses the trade date basis of accounting for recording principal
transactions.

Accounting convention

The financial statements are prepared under the historical cost convention and
in accordance with applicable United Kingdom accounting standards.

Revenues

Revenues represent fees received for operating the marketplace and clearing
house for financial derivatives together with other fees. All fees were
derived in the United Kingdom.

<PAGE> 8
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

1 ACCOUNTING POLICIES (continued)

Tangible fixed assets

Tangible fixed assets are stated at cost less amounts written off and are
depreciated over their useful lives on a straight line basis. The basis was
changed, with effect from January 1, 1995, from a 30% reducing balance to:

<TABLE>
<C> <C>
Machinery and equipment 5 years
Furniture and fittings 5 years
</TABLE>

Foreign currency

The Company's functional currency up to 31 December 1995 was sterling. For the
preparation of these financial statements the assets and liabilities have been
translated at the rates ruling at each balance sheet date. Exchange
differences resulting from the retranslation of the net assets at closing
rate, together with the differences between income statements translated at
average rates and closing rates, are dealt with in reserves.

Any gain or loss arising from a change in exchange rates, subsequent to the
date of the transaction, is included as an exchange gain or loss in the profit
and loss account. The exchange rates used in the translation of these
financial statements are as follows:-

SEK = pound sterling Closing rate Average rate
<S> <C> <C>
Year ended December 31, 1994 11.6174 11.8000
Year ended December 31, 1995 10.2400 11.2640
Year ended December 31, 1996 11.6100 10.4600
</TABLE>

Operating leases

Rentals payable under operating leases are charged to the profit and loss
account as incurred.

Deferred taxation

Deferred taxation is calculated on the liability method. Deferred tax is
provided on timing differences which will probably reverse at the rates of tax
likely to be in force at the time of reversal. Deferred tax is not provided on
timing differences which, in the opinion of the directors, will not reverse.

Pension costs

The Company contributes to a defined contribution scheme for the benefit of
each eligible employee. The contributions payable are charged to the profit
and loss account as they fall due.

Use of estimates

The preparation of financial statements requires management to make estimates
and assumptions that effect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

<PAGE> 9
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

2 REVENUES

Revenues comprise the following:

Year ended December 31, 1996 1995 1994
SEK SEK SEK
----------- ----------- -----------
<S> <C> <C> <C>
Contract fees 50,932,747 50,248,028 55,061,302
Other income 2,293,811 3,194,865 2,662,115
Collateral income 40,356,629 39,043,855 43,067,574
Collateral expense -35,248,547 -33,446,128 -40,669,145
----------- ----------- -----------
58,334,640 59,040,620 60,121,846
----------- ----------- -----------

</TABLE>

Other income represents fees for trading terminals rented to OMLX members.

The presentation of collateral income and expense has been changed in 1996. To
follow industry standard practice, collateral income and expense are included
within revenues. These figures were previously included within interest income
and interest expense. Comparative figures have been represented to conform
with the current year presentation.

<PAGE> 10
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

3 DIRECTORS' EMOLUMENTS

1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

Directors' emoluments in respect of services as directors
of the Company (including pension contributions) ............... 3,122,530 4,688,482 6,371,799
Directors' emoluments in respect of loss of office ............. 627,600 - 885,000
--------- --------- ---------
3,750,130 4,688,482 7,256,799
--------- --------- ---------
</TABLE>

The directors' remuneration shown above (excluding pension contributions)
included:

<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

Chairman ........................................................ - - -
Highest paid director ........................................... 1,269,802 1,920,433 2,260,030
---------- ---------- ----------
</TABLE>

The directors received emoluments (excluding pension contributions) in the
following ranges:

YEAR ENDED DECEMBER 31, 1996 1995 1994
<S> <C> <C> <C>

pound sterling Nil-pound sterling 5,000 ......................... 4 4 4
pound sterling 40,001-pound sterling 45,001 ..................... 1 - -
pound sterling 65,001-pound sterling 70,000 ..................... 1 - -
pound sterling 85,001-pound sterling 90,000 ..................... - 1 -
pound sterling 90,001-pound sterling 95,000 ..................... 1 - -
pound sterling 95,001-pound sterling 100,000 .................... - - 1
pound sterling 105,001-pound sterling 110,000 ................... - 1 -
pound sterling 120,001-pound sterling 125,000 ................... 1 - -
pound sterling 125,001-pound sterling 130,000 ................... - - 1
pound sterling 130,001-pound sterling 135,000 ................... - - -
pound sterling 140,001-pound sterling 145,000 ................... - - 1

pound sterling 170,001-pound sterling 175,000 ................... - 1 -
pound sterling 190,001-pound sterling 195,000 ................... - - 1

</TABLE>
<PAGE> 11
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

4 STAFF COSTS

1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

Employee costs during the year amount to:
Salaries ....................................................... 11,573,299 10,643,309 14,822,239
Social Security costs .......................................... 1,102,972 1,067,444 1,072,821
Other pension costs ............................................ 1,197,904 1,266,490 1,182,596
---------- ---------- ----------
13,874,175 12,977,243 17,077,656
---------- ---------- ----------
</TABLE>

The average number of persons employed by the company during the year was as
follows:

YEAR ENDED DECEMBER 31, 1996 1995 1994
<S> <C> <C> <C>
Management ..................................................... 4 5 5
Trading ........................................................ 10 10 9
Clearing & Finance ............................................. 7 5 5
Marketing ...................................................... 4 3 3
Legal .......................................................... 2 2 1
Administration ................................................. 2 3 3
---------- ---------- ----------
29 28 26
---------- ---------- ----------
</TABLE>
<PAGE> 12
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

5a. OPERATING PROFIT

<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

The operating profit for the year is after charging:
Auditors' remuneration

- audit.......................................................... 198,740 214,016 224,200
- non audit ..................................................... 127,996 11,264 23,600
Depreciation .................................................... 3,268,455 2,273,255 3,301,321
Operating lease rentals ......................................... 2,940,306 3,241,475 3,398,247
Foreign exchange gains .......................................... 120,867 5,270,842 2,564,836
</TABLE>

5b. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES

<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Operating profit ............................................. 4,785,773 14,208,425 11,798,735
Depreciation ................................................. 3,268,455 2,273,255 3,301,321
Loss on disposal of fixed assets 3,952 432,605 27,352
Increase/(decrease) in accounts receivable ................... -122,037,254 21,049,566 -6,352,191
Increase in accounts payable ................................. 263,875,307 137,244,028 287,493,638

----------- ----------- -----------
149,896,233 175,207,879 296,268,855
----------- ----------- -----------
</TABLE>

11
<PAGE> 13
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

6 TAXATION

YEAR ENDED DECEMBER 31, 1996 1995 1994
SEK SEK SEK

Current year corporation tax.......... 2,876,500 4,519,360 -
Prior year over provision............. -73,500 -158,007 -
--------- --------- ---------
2,803,000 4,361,353 -
--------- --------- ---------

% of profit/(loss) before tax:

</TABLE>

YEAR ENDED DECEMBER 31, 1996 1995 1994
SEK SEK SEK

United Kingdom statutory tax rate..... 33 33 33
Disallowable expenses................. 9 - -
Use of losses brought forward......... - -7 -
Current year losses................... - - -33
Other differences..................... 6 2 -

--------- --------- ---------
48 28 -
--------- --------- ---------

</TABLE>

7 UNPROVIDED DEFERRED TAX

The unprovided amount of deferred tax on all timing differences is as
follows:

DECEMBER 31, 1996 1995 1994
SEK SEK SEK

Accelerated capital allowances........ 242,521 -48,323 251,145
Other timing differences.............. 5,225 41,021 55,798
--------- --------- ---------
Total deferred tax asset/(liability).. 247,746 -7,302 306,943
--------- --------- ---------
</TABLE>
<PAGE> 14
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

8 TANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>
FURNITURE MACHINERY &
& FITTINGS EQUIPMENT TOTAL
SEK SEK SEK

<S> <C> <C> <C>
COST:
At January 1, 1994............................................... 6,700,714 12,642,208 19,342,922
Additions........................................................ 2,776,280 3,315,635 6,091,915
Disposals........................................................ - -294,469 -294,469
Exchange adjustment.............................................. -430,223 -777,395 -1,207,618
--------- ---------- ----------
At December 31, 1994............................................. 9,046,771 14,885,979 23,932,750
Additions........................................................ 96,285 779,119 875,404
Disposal......................................................... - -432,605 -432,605
Exchange adjustment..............................................-1,081,370 -1,796,436 -2,877,806
--------- ---------- ----------
At December 31, 1995............................................. 8,061,686 13,436,057 21,497,743
Additions........................................................ - 1,091,595 1,091,595
Disposal......................................................... - -769,208 -769,208
--------- ---------- ----------
At December 31, 1996............................................. 8,061,686 13,758,444 21,820,130
--------- ---------- ----------

DEPRECIATION:
Exchange adjustment.............................................. -250,068 -454,818 -704,886
--------- ---------- ----------
At December 31, 1994............................................. 6,033,985 7,809,053 13,843,038
--------- ---------- ----------
Charges.......................................................... 990,646 1,282,609 2,273,255
Disposals........................................................ - - -
Exchange adjustment.............................................. -805,469 -1,042,470 -1,847,939
--------- ---------- ----------
At December 31, 1995............................................. 6,219,162 8,049,192 14,266,354
Charges.......................................................... 1,401,313 1,867,142 3,268,455
Disposals........................................................ -500,593 -500,593
--------- ---------- ----------
At December 31, 1996............................................. 7,620,475 9,415,741 17,036,216
--------- ---------- ----------
NET BOOK VALUE:
At December 31, 1994............................................. 3,012,788 7,076,926 10,089,712
--------- ---------- ----------
At December 31, 1995............................................. 1,842,524 5,386,865 7,229,389
--------- ---------- ----------
At December 31, 1996............................................. 441,211 4,342,703 4,783,914
--------- ---------- ----------
</TABLE>
<PAGE> 15
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

9 ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
December 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Trade receivables 16,966,797 4,740,351 17,319,196
Amounts owed by group undertakings 110,104,552 1,294,367 5,947,389

Other debtors 6,391,103 5,517,630 5,921,456
Provision for doubtful debts -1,000,109 -409,600 -
----------- ---------- ----------
5,390,994 5,108,030 5,921,458

Prepayments and accrued income 2,822,870 2,105,211 3,216,510
----------- ---------- ----------
135,285,213 13,247,959 32,404,553
----------- ---------- ----------
</TABLE>

Other debtors includes an amount of SEK 4,146,914 falling due after more
than one year (1995 - SEK 3,397,919, 1994 - SEK 3,626,836).

10 ACCOUNTS PAYABLE
Amounts falling due within one year:

<TABLE>
<CAPTION>
December 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Trade payables 656,993 1,126,687 804,319
Amounts owed to group undertakings 9,125,205 10,371,293 9,164,235
Other creditors 912,559,246 646,062,049 575,042,223
Taxation and social security 3,547,891 5,030,135 1,246,768
Accruals and deferred income 12,878,393 15,106,560 25,059,940
Bank overdraft (interest rate 1996 5.875%, 1994 7.5%) 23,438,099 - 18,845,526
Convertible unsecured loan stock - - 58,087,000
----------- ----------- -----------
962,205,827 677,696,724 688,250,011
----------- ----------- -----------
</TABLE>
<PAGE> 16
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

11 MARGIN AND CLEARING FUND DEPOSITS

The OMLX exchange operates a risk based portfolio margining system, OMS II.
Cash and non cash collateral is held to cover daily margin calls. The cash
deposits of clearing members are invested by the Company and are disclosed
in the balance sheet under cash and bank deposits. Cash collateral is only
available to the Company in the event of a member defaulting on its
contractual duties with the Company.

1996 1995 1994
DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

Cash collateral..................... 911,541,982 646,062,049 591,949,038
Non cash collateral:
Securities held..................... 976,410,323 216,476,621 96,772,303
Pledged collateral.................. - 20,271,258 8,858,024
Bank guarantees..................... 138,515,100 162,812,979 1,101,644,607
----------- ----------- -------------
</TABLE>

The OMLX exchange is authorised by the Securities and Investments Board to
operate as a Recognised Investment Exchange and is also permitted to offer
integrated clearing services.

One of the principal functions of a clearing house is to guarantee that all
contracts traded will be honoured. This means that the clearing house
becomes the counterparty in all transactions.

The Company employs various techniques to minimise its exposure to loss in
the event of a default by a clearing member. A principal technique is the
collection of margin deposits as detailed above. Should a member fail to
meet its obligations the collateral previously called from that member would
be available to apply against losses incurred in liquidating the positions.
OMS II, the risk based, portfolio margining system employed by the OM Group,
anticipates the size of margins required to cover such losses.

Concentrations of credit risk

Collateral is held in a variety of banks and custodians which are constantly
reviewed to monitor credit and concentration risk.

15
<PAGE> 17
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

12 ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS AS SHOWN IN THE BALANCE
SHEET

<TABLE>
<CAPTION>
Change Change Change
1996 in year 1995 in year 1994 in year 1993
SEK SEK SEK SEK SEK SEK SEK
<S> <C> <C> <C> <C> <C> <C> <C>
Cash:
Collateral......... 946,680,547 300,618,498 646,062,049 54,113,011 591,949,038 177,441,934 414,507,104
Cash at bank and
in hand............ 109,496,704 -133,121,470 242,618,174 135,364,862 107,253,312 107,253,312 _
Bank overdraft.... -23,438,099 -23,438,099 _ 18,945,526 -18,845,526 -18,845,526 _
------------- ----------- ----------- ----------- ----------- ----------- -----------
1,032,739,152 144,058,929 888,680,223 208,323,399 680,356,824 265,849,720 414,507,104
------------- ----------- ----------- ----------- ----------- ----------- -----------

</TABLE>

BALANCE AT DECEMBER 31, 1993.................................................................................. 414,507,104

Net cash inflow before adjustments for the effect
of foreign exchange rate movements............................................................................ 289,805,743
Effect of foreign exchange rate movements..................................................................... -23,956,023
-------------
BALANCE AT DECEMBER 31, 1994.................................................................................. 680,356,824

Net cash inflow before adjustments for the effect
of foreign exchange rate movements............................................................................ 288,988,908
Effect of foreign exchange rate movements..................................................................... -80,665,509
-------------
BALANCE AT DECEMBER 31, 1995.................................................................................. 888,680,223

Net cash inflow............................................................................................... 144,058,929
-------------
BALANCE AT DECEMBER 31, 1996.................................................................................. 1,032,739,152
-------------

</TABLE>

<PAGE> 18
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

13 ACCOUNTS PAYABLE

Amounts falling due after more than one year:

<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

Subordinated debt issued to OM Gruppen AB ........... 125,000,000 125,000,000 -
----------- ----------- -----------
</TABLE>

As part of the reserve restructuring in December 1995, subordinated debt of
SEK125,000,000 was issued to OM Gruppen AB.

Interest is payable half yearly based upon the equivalent rate for six month
Swedish Treasury bills.

The debt is subordinate to the rights of unsubordinated creditors and, in
the event of liquidation will be repaid only out of assets remaining after
payment of sums in respect of such prior obligations.

14 FINANCIAL COMMITMENTS
Operating Leases

The Company leases the premises from which it operates on long-term leases.
The minimum annual rentals under these leases and other operating leases are
as follows:

1996 1995 1994
PROPERTY PROPERTY PROPERTY
DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>

Payments due within one year; leases which expire:
- within 2 to 5 years ............................... 638,550 563,200 -
- after 5 years ..................................... 2,625,021 2,315,264 3,265,651
---------- ---------- ----------
Total ............................................... 3,263,571 2,878,464 3,265,651
---------- ---------- ----------

Payments due:
- within two years .................................. 2,625,021
- within three years ................................ 2,625,021
- within four years ................................. 2,625,021
- within five years ................................. 2,625,021
- thereafter ........................................ 31,500,252
----------
45,263,907
----------
</TABLE>

17
<PAGE> 19
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

15 PARENT UNDERTAKING

OM Gruppen AB, a company incorporated in Sweden, is the ultimate parent
undertaking. Copies of the financial statements of OM Gruppen AB may be
obtained from OM Gruppen AB, Brunkebergstorg 2, PO Box 16305, S-10326
Stockholm, Sweden.

16 PARENT COMPANY GUARANTEE

OM Gruppen AB has issued an umbrella guarantee in favour of both OMLX and
its sister company OM Stockholm AB. This gives both companies and their
respective exchange members the right to call on any or all of the group
capital reserves to fulfil obligations arising from their Rules, Regulations
or Clearing Agreements.

The guarantee was issued in February 1994 and can only be terminated by OM
Gruppen AB giving 30 days advance notice to the Members of OM Stockholm and
OMLX.

17 COMPANIES ACT 1985

These financial statements do not comprise the Company's "statutory
accounts" within the meaning of section 240 of the Companies Act 1985 of
Great Britain. Statutory accounts for the years ended December 31, 1995 and
1994 have been and for the year ended December 31, 1996 will be, delivered
to the Registrar of Companies for England and Wales. The auditors' report on
such accounts was unqualified.

18
<PAGE> 20
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

18 DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES

The Company's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United Kingdom ("UK
GAAP") which differ from United States generally accepted accounting
principles ("US GAAP"). The significant differences as they apply to the
Company are summarised below.

Deferred taxation

The Company provides for deferred taxation, using the liability method, on
timing differences which will probably reverse. Deferred tax is not provided
on timing differences which, in the opinion of the directors, will not
reverse. Under US GAAP deferred taxation is provided using the liability
method on all temporary differences and deferred tax assets are recognised
to the extent that their realisation is more likely than not.

Reconciliations of profit/(loss) for the year and shareholders' equity
assuming US GAAP had been applied are as follows:

<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>

Profit/(loss) for the year
as reported 2,579,704 13,454,106 -699,585
Adjustment relating
to deferred taxation 256,199 -277,852 -148,993
----------- ----------- ----------
Profit/(loss) as adjusted
to accord with US GAAP 2,835,903 13,176,254 -848,576
----------- ----------- ----------

December 31, 1996 1995 1994
SEK SEK SEK
Shareholders' equity
as reported 109,040,551 106,460,847 53,446,604
Adjustment relating
to deferred taxation 7 247,746 -7,302 306,943
----------- ----------- ----------
Shareholders' equity as
adjusted to accord
with US GAAP 109,288,297 106,453,545 53,753,547
----------- ----------- ----------

</TABLE>

Cash Flow Statement

The cash flow statement prepared under UK GAAP presents substantially the
same information as that required under US GAAP. UK GAAP and US GAAP differ,
however, with regard to classification of items within the statements and as
regards the definition of cash and cash equivalents.

Under US GAAP, cash and cash equivalents to not include bank overdrafts
whereas they are included under UK GAAP. US GAPP requires only three
categories of cash flow activity to be reported: operating, investing and
financing. Cash flows from taxation and returns on investments and servicing
of finance, shown separately under UK GAAP, would be included as operating
activities under US GAAP.
<PAGE> 21
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

18 DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (Continued)

The categories of cash flow under US GAAP can be summarised as follows:

<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
SEK SEK SEK
------------- ----------- -----------
<S> <C> <C> <C>
Cash inflow from operating activities 144,885,861 86,598,803 271,764,635
Cash outflow on investing activities -826,932 -875,404 -5,914,915
Cash inflow from financing activities 23,438,099 103,754,474 18,845,526
------------- ----------- -----------

Increase in cash and cash equivalents 167,497,028 189,477,873 284,685,246

Cash and cash equivalents at January 1 888,680,223 699,202,350 414,507,104
------------- ----------- -----------

Cash and cash equivalents at
December 31 1,056,177,251 888,680,223 699,202,350
------------- ----------- -----------

</TABLE>

<PAGE> 1
OM GRUPPEN AB

TO THE BOARD OF DIRECTORS, OM GRUPPEN AB

We have audited the accompanying balance sheets of OM Gruppen AB as of December
31, 1996 and 1995, and the related profit and loss accounts and statements of
cash flows and movements in shareholders* equity for each of the three years in
the period ended December 31, 1996. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Swedish auditing standards which do
not differ in any significant respect from United States generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurances about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial
statement presentation. We believe that out audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OM Gruppen AB at December 31,
1996 and 1995, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1996 in conformity with
accounting principles generally accepted in Sweden which differ from those
followed in the United States (see Note 16 of Notes to the Financial
Statements).

Ernst & Young
Chartered Accountants

March 7, 1997

<PAGE> 2

INCOME STATEMENT

Group

<TABLE>
<CAPTION>
Amounts in SEK millions 1996 1995 1994
- ----------------------- ---- ---- ----
<S> <C> <C> <C>
Operating revenues Note 1 ........... 610 567 600
Operating expenses Note 2 ........... -406 -337 -326
---- ---- ----
OPERATING INCOME BEFORE DEPRECIATION 204 230 274
Depreciation Note 3 ................. -28 -20 -17
---- ---- ----
OPERATING INCOME AFTER DEPRECIATION 176 210 257
Net financial items ................. 150 163 75
---- ---- ----
INCOME BEFORE TAXES 326 373 332
Taxes Note 4 ........................ -39 -36 -42
---- ---- ----
NET INCOME .......................... 287 337 290
</TABLE>

PRIMARY EARNINGS PER SHARE

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Continuing operations ............... 12,20 14,35 10,11
Discontinuing operations ............ -- -- 2,57
Net income .......................... 12,20 14,35 12,48
----- ----- -----
</TABLE>

FULLY DILUTED EARNINGS PER SHARE

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Continuing operations ............... 12,15 14,30 9,97
Discontinuing operations ............ -- -- 2,33
Net income .......................... 12,15 14,30 12,30
----- ----- -----
</TABLE>

<PAGE> 3

<PAGE> 4

CASH FLOW ANALYSIS

Group
<TABLE>
<CAPTION>
Amounts in SEK millions 1996 1995 1994
- ----------------------- ---- ---- ----
<S> <C> <C> <C>
OPERATIONS
Operating revenues .................. 610 567 600
Operating expenses .................. -374 -337 -326
SURPLUS LIQUID FUNDS FROM operations 236 230 274
Change in
Operating receivables .......... -106 86 15
Operating liabilities .......... 5 -44 22
Change in working capital ........... -101 42 37
Investments in machinery & equipment -5 -38 -22
---- ---- ----
TOTAL OPERATING CASH FLOW BEFORE
FINANCIAL ITEMS 130 234 289

Net financial items ................. 150 163 75
Taxes ............................... -171 -22 0
Other ............................... -- 4 --
---- ---- ----
TOTAL OPERATING CASH FLOW AFTER
FINANCIAL ITEMS ................... 109 379 364

INVESTMENTS
Acquisitions of operations .......... -3 -43 --
Divestment of operations -- 270
Net investments in Other shares &
participations .................... -13 -22 -23
Other ............................... -4 19 -12
---- ---- ----

TOTAL CASH FLOW BEFORE DIVIDEND ..... 89 333 599

Dividend ............................ 164 116 77
---- ---- ----
TOTAL NET CASH FLOW ................. -75 217 522
</TABLE>

CASH AND CASH EQUIVALENTS*

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash and cash equivalents
at the start of the year .......... 1 344 1 127 605
+/- Net cash flow ................... -75 217 522
----- ----- -----

CASH AND CASH EQUIVALENTS
AT YEAR END ....................... 1 269 1 344 1 127
</TABLE>

* after reduction of short-term bank loans.

<PAGE> 5
BALANCE SHEET

Group

<TABLE>
<CAPTION>
Amounts in SEK millions 1996 1995
- ----------------------- ---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash, .................................... 1 282 1 358
Receivables, current trading account ..... 137 16
Accounts receivable ...................... 23 24
Prepaid expenses ......................... 20 20
Other receivables ........................ 52 54
----- -----
TOTAL CURRENT ASSETS ..................... 1 514 1 472
----- -----
FIXED ASSETS
Other shares & participations Note 7 ..... 125 112
Long-term receivables .................... 28 40
Intangible assets Note 8 ................. 26 26
Machinery & equipment Note 9 ............. 74 84
Buildings & land Note 10 ................. 36 39
----- -----
TOTAL FIXED ASSETS ....................... 289 301
----- -----
TOTAL ASSETS ............................. 1 803 1 773
----- -----
LIABILITIES AND SHAREHOLDERS' EQUITY
SHORT-TERM LIABILITIES
Payables, current trading account ........ 1 7
Accounts payable ......................... 19 15
Tax liability ............................ 33 21
Accrued expenses ......................... 106 102
Other current liabilities ................ 11 20
Short-term bank borrowings ............... 13 14
----- -----
TOTAL CURRENT LIABILITIES ................ 183 179
----- -----
LONG-TERM LIABILITIES
Long-term liabilities Note 15 ............ 58 4
Deferred tax liability ................... 81 231
Convertible debentures Note 11 ........... 2 5
----- -----
TOTAL LONG-TERM LIABILITIES .............. 141 240
----- -----
</TABLE>

<PAGE> 6

<PAGE> 7
<TABLE>
<CAPTION>
Amounts in SEK millions 1996 1995
- ----------------------- ---- ----
<S> <C> <C>
SHAREHOLDERS' EQUITY Note 13
Capital stock (23 548 800 shares at a
par value of SEK 5) ................... 118 117
Restricted reserves ..................... 343 462
Retained earnings ....................... 731 438
Net income .............................. 287 337
----- -----
TOTAL SHAREHOLDERS' EQUITY .............. 1 479 1 354
----- -----
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY .................. 1 803 1 773
----- -----
ASSETS PLEDGED
Bonds and other securities .............. 20 220
----- -----
CONTINGENT LIABILITIES
Surety given ............................ 13 35
----- -----
</TABLE>

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Total
Share Legal Retained shareholders
(SEK in millions, except per share data) capital reserves earnings equity
- ---------------------------------------- ------- -------- -------- -------------
<S> <C> <C> <C> <C>
CONSOLIDATED:
Balance, January 1, 1994 ............. 76 520 328 914
--- ---- ----- -----
Cash dividend -- SEK 10 per share .... -77 -77
Conversion of debenture loan ......... 1 13 14
Foreign currency translation adjustment -7 -7
Change in equity component of untaxed
reserves ........................... -37 +37 --
Net income 1994 ...................... 290 290
--- ---- ----- -----
BALANCE, DECEMBER 31, 1994 .............. 77 489 568 1 134
--- ---- ----- -----
Cash dividend -- SEK 15 per share ....... -116 -116
Rights issue 1:2 ..................... 39 -39 -- --
Conversion of debenture loan ......... 1 11 -- 12
Foreign currency translation adjustment -12 -1 -13
Change in equity component of untaxed
reserves ........................... 13 -13 --
Net income 1996 ...................... 337 337
--- ---- ----- -----
BALANCE, DECEMBER 31, 1995 .............. 117 462 775 1 354
--- ---- ----- -----
Cash dividend -- SEK 21 per share .... -164 -164
Conversion of debenture loan ......... 1 3 -- 4
Foreign currency translation adjustment -- -- -2 -2
Change in equity component of untaxed
reserves ........................... -- -122 122 --
Net income 1996 ...................... -- -- 287 287
--- ---- ----- -----
BALANCE, DECEMBER 31, 1996 .............. 118 343 1 018 1 479
--- ---- ----- -----
</TABLE>

See note 13, page 15, for further information.

<PAGE> 8
NOTES TO THE FINANCIAL STATEMENTS

ACCOUNTING PRINCIPLES
PRINCIPLES OF CONSOLIDATION

The consolidated accounts include the Parent Company and all companies in which
the Parent Company, through either direct or indirect ownership via
subsidiaries, controls more than 50 percent of the number of shares and the
voting rights.

The consolidated financial statements have been prepared in accordance with
acquisition accounting methods. This means that the book value of shares in
subsidiaries are set-off primarily against restricted shareholders' equity in
each subsidiary, and thereafter against unrestricted shareholders' equity. Only
that part of the subsidiary's unrestricted shareholders' equity which can be
distributed to the Parent Company without the need to write down the share, is
included in the group's unrestricted shareholders' equity.

The recommendations of the Swedish Financial Accounting Standards Council for
consolidated accounting have been applied. However, deferred tax receivables
arising from loss allowances in subsidiaries have not been taken into account,
see Note 4.

Companies acquired during the year have been reported in the consolidated
income statement with the accounts relating to the period following the date of
acquisition. All significant intercompany transactions have been eliminated.

Those companies owned 20% or more but not more than 50% are not included in the
consolidated accounts because the group have no decisive influence or
substantial participation in the income from their operations. The investment
in these entities is carried at cost.

The consolidated balance sheet and income statement are shown without untaxed
reserves and appropriations. Under Swedish law, this may only be done in
consolidated statements. Untaxed reserves reported in individual group
companies have been apportioned in such a manner that deferred taxes are
reported as a long-term liability, while the remaining amount is included in
restricted reserves in the consolidated balance sheet, see note 12.

INTERNATIONAL ACCOUNTING PRINCIPLES

To all intents and purposes OM's consolidated financial statements have been
prepared in accordance with the recommendations of the International Accounting
Standards Committee (IASC), with the following exceptions; the treatment of
deferred tax receivables arising from loss allowances (see Note 4) and the
treatment of leased assets (see Note 9).

In addition, there is an essential difference arising from the fact that the
IASC's recommendations are based on the concept of a true and fair view,
whereas Swedish accounting procedures are governed by rules set out in
legislation.

RECALCULATION OF FOREIGN SUBSIDIARIES' BALANCE SHEETS AND INCOME
STATEMENTS

On recalculating foreign subsidiaries accounts to Swedish kronor, the current
rate method has been used, which means that all items included in the balance
sheets are recalculated at the year-end rate, while items in the income
statements are recalculated at an average rate. The translation differences
which consequently arise are not transferred to the income statement, but are
posted directly to shareholders' equity.

<PAGE> 9

LIQUID FUNDS

OM's liquid funds consist of money market instruments, bonds and other
securities issued by the Kingdom of Sweden, Swedish municipalities, Swedish
banks, Swedish mortgage institutions as well as a short-term stock portfolio.
The liquid funds have been valued at their actual year-end value. The yield on
liquid funds is shown as a net figure in the group income statement.

In addition to pledged collateral and an active risk management, OM's liquid
funds ensure that OM Stockholm and the OMLX exchange can fulfil the obligations
which are a necessary part of their exchange and clearing operations, see
Note 5.

RECEIVABLES AND LIABILITIES IN FOREIGN CURRENCIES

Receivables and liabilities in foreign currencies have been valued at the
year-end rate.

COSTS RELATED TO SYSTEMS DEVELOPMENT

Costs for development work related to computer systems for trading, clearing
and information have been accounted for on a continuous basis in accordance
with standard accounting practice in Sweden.

GUARANTEE RISK RESERVE

Provisions for guarantee risks were made in 1986 and 1987 in view of OM's
position as the guarantor of the fulfilment of written options and bought and
sold futures contracts traded at OM Stockholm. The provisions comply with the
regulations governing banks, securities brokers, finance companies and
insurance companies. The provision amounted to SEK 337 m, of which SEK 317 m
was shown as an untaxed reserve, and SEK 20 m as an accrued expense.

The claims for tax deductions for these provisions were rejected by the Tax
Assessment Board and the County Administrative Court and in 1996 by the
Administrative Court of Appeal. Following the decision of the Administrative
Court of Appeal, the guarantee risk reserve and the deferred tax liability have
been dissolved while tax amounting to SEK 144 m has been paid which corresponds
to OM's provision.

In addition, further reference is made to this matter in the Directors' Report,
Note 4, in previous Annual Reports and in the OM Gruppen AB Prospectus (1991).

OPERATING REVENUE AND EXPENSES

TRANSACTION FEES

Transaction fees are recognized at the time an option or futures contract is
accepted.

TECHNOLOGY AND SYSTEMS SALES

Revenue from systems sales correspond to expenses shown with regard to
deliveries started but as yet unfinished. Each order is only included in income
when the delivery has been accepted by the customer.

PENSION COSTS

The company contributes to a defined contribution scheme for the benefit of
each eligible employee. The contributions payable are charged to the profit and
loss account as they fall due except for accrued not recorded pension
liability, see contingent liabilities and note 14.

<PAGE> 10
DEPRECIATION

INTANGIBLE ASSETS

Intangible assets consist of consolidated goodwill and goodwill from net asset
acquisition. Both types of goodwill are depreciated over 5 years.

MACHINERY AND EQUIPMENT

Machinery and equipment have been depreciated up to the maximum amounts
allowable for tax purposes, corresponding to OM's estimation of the economic
lifetime of these assets. All machinery and equipment are depreciated over
5 years.

BUILDINGS

Buildings have been depreciated by the maximum amounts allowable for tax
purposes, corresponding to OM's estimation of the economic lifetime of these
assets, i.e. 1-33% straight line.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the Financial Statements and accompanying
notes. Actual results could differ from those estimates.
<PAGE> 11
Notes to the Financial Statements. Amounts in SEK 000's unless stated
otherwise.

NOTE 1
OPERATING REVENUES

Operating revenues (after eliminations) were distributed as follows:

<TABLE>
<CAPTION>
Group 1996 1995 1994
- ----- ---- ---- ----
<S> <C> <C> <C>
Transaction fees ................... 433 166 407 924 425 281
Technology and systems sales ....... 90 062 79 835 47 971
Facility management services ....... 29 187 14 897 10 211
Premium revenues from OM Reinsurance 30 000 30 000 30 070
Information sales .................. 11 182 6 099 5 579
Other revenues ..................... 17 030 28 303 81 209
------- ------- -------
TOTAL .............................. 610 627 567 058 600 321
------- ------- -------
</TABLE>

NOTE 2
OPERATING EXPENSES

Operating expenses (after eliminations) were distributed as follows:

<TABLE>
<CAPTION>
Group 1996 1995 1994
- ----- ---- ---- ----
<S> <C> <C> <C>
Personnel Note 14 .................. 164 610 143 196 141 761
Premises ........................... 24 505 19 658 23 477
External consultants ............... 34 737 32 222 32 163
Marketing .......................... 22 125 30 484 13 976
Computer maintenance ............... 27 095 21 810 20 284
Insurance premiums ................. 31 000 31 000 31 000
Synthetic options Note 15 .......... 54 720 414 --
Other .............................. 47 287 58 451 63 512
------- ------- -------
TOTAL .............................. 406 049 337 235 326 173
------- ------- -------
</TABLE>

<PAGE> 12

NOTE 3
DEPRECIATION

<TABLE>
<CAPTION>
Year ended December 31
----------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Intangible assets ................. 6 357 1 350 --
Machinery & equipment ............. 20 327 17 511 15 577
Buildings and land ................ 1 608 1 584 1 500
------- ------- -------
TOTAL ............................. 28 292 20 445 17 077
------- ------- -------
</TABLE>

NOTE 4
TAXES

<TABLE>
<CAPTION>
Year ended December 31
----------------------------
Group 1996 1995 1994
- ----- ---- ---- ----
<S> <C> <C> <C>
Taxes paid ........................ -186 151 -23 337 -21 573
Deferred taxes .................... 147 042 -13 023 -20 470
-------- ------- -------
TOTAL ............................. -39 109 -36 360 -42 043
-------- ------- -------
</TABLE>

Taxes paid includes the parent company's tax expense of SEK 144 m arising from
the decision of the Administrative Court of Appeal. Deferred taxes relates to
the tax on allocations to reserves as well as the dissolution of the deferred
tax liability related to the guarantee risk reserve.

Loss allowances

Unutilised loss deductions for tax purposes amounted to SEK 102,798 (317,133).

<PAGE> 13

NOTE 5
COLLATERAL PLEDGED

Collateral pledged

Through its clearing operations, OM Stockholm and the OMLX exchange become the
counterparty to each options and futures contract and thereby guarantee the
fulfilment of each contract. Exchange users, which either through an options or
futures contract incur a financial obligation to the exchange, shall pledge
collateral against this obligation in accordance with the collateral list for
each exchange. Most of the collateral placed with OM Stockholm and the OMLX
exchange consists of cash and securities issued by the Kingdom of Sweden.

<TABLE>
<CAPTION>
Company 1996 1995
- ------- ---- ----
<S> <C> <C>
OM Stockholm ................... 5 923 761 4 150 916
OMLX, the London Securities &
Derivatives Exchange ......... 1 134 517 996 546
--------- ---------
TOTAL .......................... 7 058 278 5 147 462
--------- ---------
</TABLE>

NOTE 6
SHARES IN SUBSIDIARIES

<TABLE>
<CAPTION>
Book value
-------------------
Parent Company Holding % Par value 1996 1995
- -------------- ------- ----------- --------- --------
<S> <C> <C> <C> <C>
Lendtech AB ................... 100 8 000 24 000 24 000
OM Reinsurance AG ............. 100 CHF 2 000 9 885 9 885
OM Stockholm AB ............... 100 50 000 60 000 60 000
OM Systems International AB ... 100 50 50 --
OM Technology AB .............. 100 10 000 20 000 20 000
OM Treasury AB ................ 100 9 248 19 872 17 624
OM Treasury AG ................ 100 CHF 10 000 51 560 --
OMLX, the London Securities
and Derivatives Exchange Ltd. 100 100 000 1 000 000 100 000
VPA Vardepappers-
administration AB ........... 100 25 000 25 000 25 000
Other ......................... 50 50 100
--- ---------- --------- -------
TOTAL ......................... 310 417 256 609
--- ---------- --------- -------
</TABLE>

<PAGE> 14
NOTE 7
OTHER SHARES & PARTICIPATIONS

<TABLE>
<CAPTION>
Votes and No. of Book value
percentage of shares/ Par- -----------------
Parent Company equity particip. value 1996 1995
- -------------- ------------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
Stockholms Fondbors AB ........ 21% 311 028 5 184 26 601 26 601
Suomen Optiomeklarit Oy ....... 20% 262 600 FIM 18 302 33 896 23 607
Norsk Opsjonssentral A/S ...... 12% 174 970 NOK 1 749 4 072 4 072
------- -------
TOTAL ......................... 64 569 54 280
------- -------
</TABLE>

<TABLE>
<CAPTION>
Votes and No. of Book value
percentage of shares/ Par- -----------------
Subsidiaries equity particip. value 1996 1995
- ------------ ------------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
Clearing Control CCHB ......... 50% 10 -- 170 273
LjungbergGruppen AB ........... 1%/3% 210 000 600 6 720 6 720
Nordic Mutual CMO Sweden AB ... 13% 160 1 600 1 765 1 765
Renfila SA .................... 18% 992 977 MESP 496 45 299 42 555
Other ......................... 6 001 6 357
------- -------
TOTAL ......................... 59 955 57 670
------- -------
TOTAL GROUP ................... 124 524 111 950
------- -------
</TABLE>

NOTE 8
INTANGIBLE ASSETS
<TABLE>
<CAPTION>
Group
--------------------
1996 1995
------ ------
<S> <C> <C>
GOODWILL ARISING FROM NET ASSET ACQUISITION
Acquisition value ............................... 18 100 13 600
Accumulated depreciation ........................ -4 527 -906
------ ------
SUB-TOTAL BOOK VALUE ............................ 13 573 12 694

CONSOLIDATED GOODWILL
Acquisition value ............................... 15 807 13 320
Accumulated depreciation ........................ -3 180 -444
------ ------
SUB-TOTAL BOOK VALUE ............................ 12 627 12 876
------ ------
TOTAL BOOK VALUE ................................ 26 200 25 570
------ ------
</TABLE>

<PAGE> 15

NOTE 9
MACHINERY & EQUIPMENT
<TABLE>
<CAPTION>
Group
----------------------
1996 1995
------- -------
<S> <C> <C>
Acquisition value ................................ 153 732 148 269
Accumulated depreciation ......................... -79 596 -64 556
------- -------
BOOK VALUE ....................................... 74 136 83 713
------- -------
</TABLE>

The acquisition cost for machinery and equipment shown in the group accounts
includes leasing inventories with a value of SEK 13 190 (43 111) after allowing
for depreciation in accordance with an annuity plan. Machinery and equipment
are only leased to a minor extent for one's own use.

NOTE 10
BUILDINGS AND LAND
<TABLE>
<CAPTION>
Group
----------------------
1996 1995
------- -------
<S> <C> <C>
BUILDINGS
Acquisition value ................................ 31 329 32 619
Accumulated reserves ............................. --
Accumulated depreciation ......................... -12 855 -11 247
------- -------
SUB-TOTAL BOOK VALUE ............................. 18 474 21 372

LAND
Acquisition value ................................ 17 141 17 610
------- -------
SUB-TOTAL BOOK VALUE ............................. 17 141 17 610
------- -------
TOTAL BOOK VALUE ................................. 35 615 38 982
------- -------
</TABLE>

The taxable value of buildings and land in Sweden amounted to SEK 7 115
(7 872). The book value amounted to SEK 5 920 (7 108).

<PAGE> 16

NOTE 11
CONVERTIBLE DEBENTURES
Parent Company

<TABLE>
<CAPTION>
Convertible loans issued to employees 05-05-1993
- ------------------------------------- ----------
<S> <C>
Original nominal amount SEK ....................................... 17 760 000
Conversion 1996 ................................................... 3 240 000
Outstanding liability as at Dec. 31, 1996 ......................... 1 920 000
Nominal interest rate, % .......................................... 9,0
Conversion rate, SEK .............................................. 50
Number of shares after full conversion of outstanding liability ... 38 400
Conversion from ................................................... 05-11-1995
Maturity date ..................................................... 20-10-1998
</TABLE>

NOTE 12
UNTAXED RESERVES

In Sweden companies are entitled to claim tax deductions principally by making
appropriations to untaxed reserves.

Catastrophe Reserve

OM Stockholm and the OMLX exchange have a long-term indemnity insurance. This
insurance is intended to cover losses arising from exchange and clearing
operations which would normally be covered only by each company's shareholders'
equity. This insurance has been underwritten by a Swedish insurance company
which has in turn reinsured the main part of its risk through OM Reinsurance.
The allocation to the catastrophe reserve has been made by OM Reinsurance and
the allocation equals the insurance premium received by OM Reinsurance.

Taxation equalisation reserve (Surv)

The right to a taxation equalisation reserve was abolished with effect from
1994. The reserve shall be recovered for taxation no later than the fiscal year
2000.

Accrual reserve

With effect from (and including) the fiscal year 1994, it has been possible to
equalise earnings between different years through an accrual fund. Allocations
to an accrual fund may be made up to a maximum of 25 percent of taxable income.
This year's allocation shall be recovered for taxation in 2000.

Specification of untaxed reserves within the group:

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Catastrophe reserve .................................. 227 329 183 155
Taxation equalisation reserve K ...................... 86 706 114 176
Accrual reserve, 1994 ................................ 25 517 25 517
Accrual reserve, 1995 ................................ 858 858
Accrual reserve, 1996 ................................ 25 987 --
Guarantee risk reserve ............................... -- 317 284
------- -------
TOTAL ................................................ 366 379 640 990
------- -------
</TABLE>

<PAGE> 17

NOTE 13
SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Capital Restricted Unrestricted
Group stock Reserves equity Total
- ----- ------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
Opening balance
January 1, 1996 ........................ 117 420 462 383 774 351 1,354 154
------- ------- --------- ---------
Dividend for financial year 1995 ....... -- -- -164 396 -164 396
Conversion of debentures ............... 324 2 916 -- 3 240
Translation differences ............... -27 -27
Changes between restricted
and unrestricted equity .............. -122 037 122 037 --
Net income in 1996 ..................... 286 620 286 620
------- ------- --------- ---------
CLOSING BALANCE
DECEMBER 31 1996 ....................... 117 744 343 262 1 018 585 1 479 591
------- ------- --------- ---------
</TABLE>

NUMBER OF SHARES INCLUDING FULL CONVERSION OF OUTSTANDING LIABILITY

<TABLE>
<CAPTION>
Changes in number Conversion of
of shares outstanding liability Total
----------------- --------------------- ----------
<S> <C> <C> <C>

January, 1995 .................... 7 744 000 118 400 7 862 400
Right issue 1:2 .................. 15 488 000 236 800 15 724 800
Conversion of debenture loans .... 252 000 -252 000 --
---------- ---------- ----------
December 1995 .................... 23 484 000 103 200 23 587 200
---------- ---------- ----------
Conversion of debenture loans .... 64 800 -64 800 --
---------- ---------- ----------
December, 1996 ................... 23 548 800 38 400 23 587 200
---------- ---------- ----------
</TABLE>

<PAGE> 18

SHAREHOLDERS, AS OF 31 DECEMBER, 1996

Owners Number of shares Votes and capital, %
- ------ ---------------- --------------------
<S> <C> <C>
Investor .......................... 4 779 645 20,3
Capital Group ..................... 1 890 750 8,0
OZ Holding ........................ 1 500 000 6,4
Marathon Asset Management ......... 1 382 750 5,9
Olof Stenhammar and companies ..... 1 355 523 5,8
AMF ............................... 921 400 3,9
SPP ............................... 826 924 3,5
Wasa .............................. 573 200 2,4
S-E-Banken ........................ 517 500 2,2
Trygg-Hansa ....................... 502 376 2,1
Others ............................ 9 298 732 39,5
---------- -----
TOTAL ............................. 23 548 800 100,0
---------- -----
</TABLE>

NOTE 14
PERSONNEL

The average number of employees within the Parent Company during the year was
15 (11), and the corresponding figure for the group was 243 (193).

At the end of the year, the total number of employees in the group was 266
(217) of which 182 (147) were men and 84 (70) women. Personnel were distributed
as follows:

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Stockholm ............................................. 235 187
London ................................................ 30 29
Zurich ................................................ 1 1
--- ---
TOTAL ................................................. 266 217
--- ---
</TABLE>

Salaries and other remuneration (SEK 000's)

<TABLE>
Group
-------------------------------
1996 1995 1994
------- ------ ------
<S> <C> <C> <C>
Board of Directors and
company management .......................... 12 326 14 325 13 698
of which remuneration ....................... 2 485 3 930 5 968
Other employees ............................. 93 977 75 793 78 725
------- ------ ------
TOTAL ....................................... 106 303 90 118 92 423
------- ------ ------
</TABLE>

In accordance with the decision taken at the Annual General Meeting regarding
the payment of fees to Board Members who are not employees of the group, Board
fees of SEK 1,400,000 (900,000) were paid in 1996 of which SEK 500,000 (300,000)
was paid to the Chairman of the Board. The Chairman of the Board was also paid
salary and benefits in kind amounting to SEK 601,448 (1,874,424) from the period
January - May in his capacity as Chief Executive Officer.
<PAGE> 19

Based on a licence agreement, a fixed as well as a profit-related payment has
been made to a company in proximity to the Chairman. These payments are paid
quarterly. The licence agreement was entered into in 1985 in conjunction with
the inception of OM and expires in 2005.

The Chief Executive Officer, Per E. Larsson was paid salary and benefits in
kind amounting to SEK 1 979 590. The Chief Executive Officer in addition has
received a bonus of SEK 800 000.

Standard pension policies have been taken out for other members of group
management. In the event of a company initiative to make these members of staff
redundant, they will have the right to a salary during the period of notice for
a minimum of one year up to a maximum of two years.

NOTE 15
OPTIONS FOR SENIOR MEMBERS OF STAFF

In October 1995 45 senior members of staff subscribed to a total of 690 000
synthetic options, the conditions of which were stipulated on October 24, 1995.
The exercise price is SEK 119 and the time to expiration is 5 years. OM's share
price at the time of issue was SEK 90. The price per option was SEK 6, and
was set by Enskilda Securities and Handelsbanken Markets based on market
conditions. The value of the options was based on the development of the OM
share. Changes in the value of the options will be accounted for at each
financial year end, and for 1996 this figure was 54 720 (414).

NOTE 16
U.S. ACCOUNTING PRINCIPLES, U.S. GAAP

The consolidated accounts for the OM group follow Swedish accounting practices.
Swedish accounting practices, however, diverge from international practices on
certain points. A calculation of the income for the year and financial
position, taking into account the major differences between Swedish accounting
practice and the U.S. GAAP standards are provided below.

OPTIONS HELD/OPTIONS WRITTEN
Under US GAAP options held, 979 (796) SEK m, should be shown as an asset while
options written should be accounted for as an liability in the balance sheet.
Under Swedish GAAP the accounts are netted to zero.

CASH EQUIVALENTS
According to US GAAP cash equivalents comprise short-term higly liquid
investments with maturities of three months or less when purchased. Cash
equivalents in the accompanying balance sheet include highly liquid investments
with maturities at the date purchased in excess of ninety days and are after
reduction of Short Term Bank Loans. US GAAP requires only three categories of
cash flow activity to be reported, operating, investing and financing. The
categories of cash flow activity under US GAAP can be summarized as follows:

<PAGE> 20

<TABLE>
<CAPTION>
Year ended December 31
----------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flow from operating activities ............ 201 250 311
Cash flow on investing activities .............. -161 145 -27
Cash flow from financing activities ............ -308 -116 -77
---- ---- ----
Increase (decrease) in cash and
cash equivalent .............................. -268 279 207

Cash and cash equivalent at January 1 .......... 381 102 -105
---- ---- ----
Cash and cash equivalent at December 31 ........ 113 381 102
---- ---- ----
</TABLE>

Supplemental disclosures of cash flow information:

<TABLE>
<CAPTION>
Year ended December 31
----------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Interest paid .................................. 4 12 32
Income tax payments ............................ 174 22 --
---- ---- ----
</TABLE>

PRODUCT DEVELOPMENT/COMPUTER SOFTWARE COSTS

According to US GAAP all costs incurred, after technological feasibility has
been established, for a computer software product that is sold, leased, or
otherwise marketed by an enterprise shall be capitalized. Thus, the costs of
producing product maters for a computer software product, including costs for
coding and testing, are capitalized below.

Amortization of capitalized computer software costs should begin when the
product is available to be sold. The annual amortization is the greater of the
amount computed using ratio of current product revenues to estimated total
product revenues or the straight line method over the estimated useful life of
the product, which have been estimated to be five years.

COMPANY ACQUISITION

The consolidated accounts have been prepared in accordance with the purchase
method, which means that assets and liabilities are reported at market value
according to the acquisition plan. The acquisition cost of Amesepten
Forvaltning AB and Robustus AB in late December 1993 was below the total fair
market value of the identifiable net assets including tax loss allowances.

The difference is allocated to the tax loss allowances acquired. A bargain
purchase element of SEK 268 have not been recorded in the Swedish consolidated
accounts in accordance with Swedish GAAP.

However, at the date of acquisitions it was more likely than not that the tax
loss allowances could be realized within the near future. Hence a deferred tax
asset has been calculated according to US GAAP using ordinary Swedish tax
percentage.

The US GAAP deferred tax asset is reduced as tax losses are consumed. The
resulting deferred credit (negative goodwill) is amortized over three years.

<PAGE> 21
DEFERRED TAXES

The group provides for deferred taxation using the liability method, outlining
differences which will probably reverse. Deferred tax is not provided on timing
differences which, in the opinion of the directors will not reverse. Under US
GAAP deferred taxation is provided using the liability method on all temporary
differences and deferred tax assets are recognised to the extent that their
realisation is more likely than not.

DEFERRED COMPENSATION

Under US GAAP the pension entitlement described in Note 14 is accounted for on
the accrual basis from the date of the contract to the date of full
eligibility. Under Swedish GAAP this arrangement is accounted for on the cash
basis.

DISCONTINUED OPERATIONS

Net income from discontinued operations included in the accompanying income
statement comprises the following amounts:

<TABLE>
<CAPTION>
(IN MILLION) 1996 1995 1994
- ------------ ---- ---- ----
<S> <C> <C> <C>
Revenues ............................. -- -- 79
Expenses ............................. -- -- -16
Taxes ................................ -- -- -8
Net income ........................... -- -- 55
</TABLE>

The application of the above US GAAP would have had the following approximate
effect on consolidated net income, net income per share and shareholders'
equity:

(IN SEK M., EXCEPT FOR SHARE DATA)
JANUARY 1 - DECEMBER 31 1996 1995 1994
- ---------------------------------- ---- ---- ----
<S> <C> <C> <C>
Income as reported .......................... 287 337 290

Adjustment for:
Amortization negative goodwill ............ 89 89 89
Software computer program costs ........... 22 13 -5
Deferred compensation ..................... -- 6 -6
Deferred taxation ......................... -60 -75 -104
Tax adjustment ............................ -6 -2 2
----- ----- -----
Approximate net income
in accordance with US GAAP ................ 332 368 266
----- ----- -----
Approximate income per share (fully
diluted) in accordance with US GAAP ....... 14,08 15,65 11,35
----- ----- -----
</TABLE>

(IN SEK M.)
DECEMBER 31 1996 1995 1994
- ----------- ---- ---- ----
<S> <C> <C> <C>
Shareholders' equity as reported in
consolidated accounts ...................... 1 479 1 354 1 134

Adjustment for:
Negative goodwill .......................... -- -91 -178
Software computer program costs ............ 101 79 66
Deferred compensation ...................... -- 6 -6
Deferred taxation due to acquired
tax loss allowances ...................... 29 89 165
Tax adjustment ............................. -6 -2 2
----- ----- -----
Approximate shareholders' equity
in accordance with US GAAP ................. 1 603 1 435 1 183
----- ----- -----
</TABLE>

OTHER INFORMATION

Receivables from customers which exceeds 10% of the aggregate amount of
receivables current trading accounts consists of the following:

<TABLE>
<CAPTION>
(IN SEK MILLIONS) 1996 1995 1994
- ----------------- ---- ---- ----
<S> <C> <C> <C>
Two customers which exceeds 10% of
aggregate receivables,
current trading account ...................... 60 -- 4
</TABLE>

INCOME TAXES ACCORDING TO SWEDISH GAAP

Pretax income from continuing operations for the years ended December 31 was
taxed in the following jurisdictions:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Domestic ....................................... 318 358 332
Foreign ........................................ 8 15 --
--- --- ---
326 373 332
--- --- ---
</TABLE>

Significant components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Current:
Domestic ..................................... 183 19 22
Foreign ...................................... 3 4 --
---- ---- ----
TOTAL CURRENT .................................. 186 23 22

Deferred:
Domestic ..................................... -154 7 14
Foreign ...................................... 7 6 6
---- ---- ----
TOTAL DEFERRED ................................. -147 13 20
---- ---- ----
GRAND TOTAL .................................... 39 36 42
---- ---- ----
</TABLE>

The effective tax rate approximate the statutory tax rate.
<PAGE> 23

Deferred tax liabilities are comprised of the following at December 31:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Deferred tax liabilities:
Calculated tax on untaxed reserves ............... 81 231 214
-- --- ---
TOTAL .............................................. 81 231 214
-- --- ---
</TABLE>

<PAGE> 1
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED

Written Resolution signed by all the members of the Board of Directors of the
Company ("the OMLX exchange") on 11th August 1997.

IT IS HEREBY RESOLVED THAT:

1. The Board approves the application for approval and filing of a
Registration Statement on Form S-20 (as attached hereto) with the United
States of America Securities and Exchange Commission in respect of
1,000,000 (one million) Put and Call Option Contracts ("Options") to be
issued in transaction on the OMLX exchange.

2. The Board authorises the existence and issue of the Options.

3. The OMLX exchange will grant or otherwise make available such Options at
such time as is requisite to enable the Options to be traded according to
the OMLX exchange's Rulebook from time to time in force as notified to the
UK Securities and Investments Board.

4. If it be claimed, alleged or determined that Resolutions 1-3 are not
within the usual course of business of the OMLX exchange, the Board will
ratify all appropriate actions and take all necessary measures to ensure
that such Resolutions are binding on the OMLX exchange, the Members inter
se, and as between the OMLX exchange and the Members.

5. The Board Authorises any two Directors of the OMLX exchange in the name
and on behalf of the OMLX exchange to execute and deliver any and all
documents, forms (including Form S-20) or certificates and to do all other
acts that the said Directors shall deem necessary or desirable to effect
the foregoing Resolutions.

Dated 11th August 1997

Signed:

Per Larsson _________________________

Olof Stenhammar _________________________

Peter Cox _________________________

Carole Machell _________________________

Clive Gilchrist _________________________

Tony Whalley _________________________