November 20, 2006 Following
the announcement of final cash offers*
(the "Final Offers") for London
Stock Exchange Group plc ("LSE")
made earlier today (the "Announcement"),
Nightingale Acquisition Limited ("NAL"),
a wholly owned subsidiary of The Nasdaq
Stock Market, Inc. ("NASDAQ")
announces that it has acquired 7,065,984
ordinary shares in LSE at a price of 1,243
pence per share. The total consideration
paid for the stake represents £87.8
million (c.$166.4 million). This acquisition
takes NASDAQ's total holding in LSE to
61,291,389 ordinary shares or 28.75 per
cent. of the issued ordinary share capital
of LSE.
* The Final Offers will not be revised
except that NAL reserves the right to
revise the Final Offers: (i) upon the
recommendation of the LSE Board; or (ii)
if a firm intention to make a competing
offer for LSE is announced, whether or
not subject to any preconditions.
Capitalised terms in this announcement
have the same meaning as in the Announcement.
ENQUIRIES
The Nasdaq Stock Market, Inc.
Bethany Sherman
Tel: +1 (212) 401 8714
+1 (917) 836 1724
Greenhill & Co. International LLP
(lead financial adviser to NASDAQ and
NAL)
Simon Borrows
Richard Hoyle
Tel: +44 (0)20 7198 7400
Dresdner Kleinwort Securities Limited
(broker to NASDAQ and NAL)
Angus Kerr
Alex Reynolds
Tel: +44 (0)20 7623 8000
Gavin Anderson & Company (PR adviser
to NASDAQ and NAL)
Richard Constant
Tel: +44 (0)20 7554 1403 /1405
Greenhill, which is regulated
in the United Kingdom by the Financial
Services Authority, is acting exclusively
for NASDAQ and NAL and for no-one else
in connection with the Final Offers and
will not be responsible to anyone other
than NASDAQ and NAL for providing the
protections afforded to clients of Greenhill
or for giving advice in relation to the
Final Offers.
Dresdner Kleinwort, which is regulated
in the United Kingdom by the Financial
Services Authority, is acting exclusively
for NASDAQ and NAL and for no-one else
in connection with the Final Offers and
will not be responsible to anyone other
than NASDAQ and NAL for providing the
protections afforded to clients of Dresdner
Kleinwort or for giving advice in relation
to the Final Offers. Your attention is
drawn to certain UK dealing disclosure
requirements in relation to the Transaction.
These disclosure requirements are set
out in Rule 8 of the City Code.
Under the provisions of Rule 8.3 of
the City Code, if any person is, or becomes,
"interested" (directly or indirectly)
in 1 per cent. or more of any class of
"relevant securities" of LSE,
all "dealings" in any "relevant
securities" of LSE (including by
means of an option in respect of, or a
derivative referenced to, any such "relevant
securities") must be publicly disclosed
by no later than 3.30 pm (London time)
on the London business day following the
date of the relevant transaction. This
requirement will continue until the date
on which the Ordinary Offer becomes, or
is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or upon
the "offer period" otherwise
ending. If two or more persons act together
pursuant to an agreement or understanding,
whether formal or informal, to acquire
an "interest" in "relevant
securities" of LSE, they will be
deemed to be a single person for the purposes
of Rule 8.3.
Under the provisions of Rule 8.1 of
the City Code, all "dealings"
in "relevant securities" of
LSE by NASDAQ or NAL, or by any of their
respective "associates", must
be disclosed by no later than 12.00 noon
(London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details
of the companies in whose "relevant
securities" "dealings"
should be disclosed, and the number of
such securities in issue, can be found
on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise,
in summary, when a person has long economic
exposure, whether conditional or absolute,
to changes in the price of securities.
In particular, a person will be treated
as having an "interest" by virtue
of the ownership or control of securities,
or by virtue of any option in respect
of, or derivative referenced to, securities.
Terms in quotation marks are defined in
the City Code, which can also be found
on the Panel's website. If you are in
any doubt as to whether or not you are
required to disclose a "dealing"
under Rule 8, you should consult the Panel.
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