NEW YORK, Nov. 20, 2006 (PRIMEZONE) -- Following the announcement of final cash offers(see Note) (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 GBP 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.
Note: 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. +1 (212) 401 8714 Bethany Sherman +1 (917) 836 1724 Greenhill & Co. International LLP (lead financial adviser to NASDAQ and NAL) +44 (0)20 7198 7400 Simon Borrows Richard Hoyle Dresdner Kleinwort Securities Limited (broker to NASDAQ and NAL) +44 (0)20 7623 8000 Angus Kerr Alex Reynolds Gavin Anderson & Company (PR adviser to NASDAQ and NAL) +44 (0)20 7554 1403/1405 Richard Constant
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.