NEW YORK, Jan. 26, 2007 (PRIME NEWSWIRE) -- The Board of The Nasdaq Stock Market, Inc. ("NASDAQ") announces that its Final Offers* for London Stock Exchange Group plc ("LSE") have been extended and will remain open for acceptance until 1.00 p.m. (London time) on Saturday, 10 February 2007, being the last time and possible date allowed under the Code. No further extension will be possible unless the Final Offers are unconditional as to acceptances at that time*.
As at the date of this announcement Nightingale Acquisition Limited ("NAL"), a wholly owned subsidiary of NASDAQ, owns 61,291,389 LSE Ordinary Shares, representing approximately 28.75 per cent. of the existing issued ordinary share capital of LSE.
As at 3.00 p.m. (London time) on 26 January 2007, being the second closing date, valid acceptances have been received by NAL in respect of a total of 1,322,193 LSE Ordinary Shares, representing approximately 0.62 per cent. of the existing issued ordinary share capital of LSE and 34,626, LSE B Shares, representing approximately 0.44 per cent. of the existing issued B share capital of LSE.
Accordingly NAL owns, or has received valid acceptances in respect of, a total of 62,613,582 LSE Ordinary Shares representing approximately 29.37 per cent. of the existing issued ordinary share capital of LSE.
Save as disclosed in the Offer Document and above, neither NAL, NASDAQ, nor, so far as NAL and NASDAQ are aware, any person acting in concert with either of them, is interested in or has any rights to subscribe for any LSE Shares, nor does any such person have any short position or any arrangement in relation to LSE Shares **.
LSE Shareholders are urged to accept the Final Offers as you, rather than the LSE Board, will determine whether the Final Offers will be implemented.
LSE Shareholders who have not yet accepted the Final Offers and who hold LSE Shares in certificated form (that is, not through CREST) should complete, sign and return the relevant Form(s) of Acceptance in accordance with the instructions thereon and the instructions in the Offer Document as soon as possible and, in any event, so as to be received no later than 1.00 p.m. (London time) on Saturday 10 February 2007.
LSE Shareholders who have not yet accepted the Final Offers and who hold LSE Shares in uncertificated form (that is, through CREST), should submit a TTE instruction in accordance with the instructions in the Offer Document for settlement as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on Saturday 10 February 2007.
Copies of the Offer Document, the First Response Document, the Second Response Document and Forms of Acceptance are available for collection (during normal business hours only) from Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom and Greenhill & Co. International LLP at Lansdowne House, 57 Berkeley Square, London W1J 6ER, United Kingdom. The Offer Document, the First Response Document and the Second Response Document are also available on www.nasdaq.com.
Save as defined above, capitalised terms used in this announcement have the same meaning as in the Offer Document dated 12 December 2006, the First Response Document dated 8 January 2007 and the Second Response Document dated 23 January 2007.
* The Final Offers will not be revised or extended except that NAL reserves the right to revise or extend the Final Offers if a firm intention to make a competing offer for LSE is announced, whether or not subject to any preconditions, or to extend the Final Offers in circumstances permitted by the Panel.
** For these purposes: "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of LSE Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to LSE Shares which may be an inducement to deal or refrain from dealing in such securities; and "interest" includes any long economic exposure, whether conditional or absolute, to changes in the prices of securities and a person is 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.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR CANADA
Greenhill & Co. International LLP, which is authorised and 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 & Co. International LLP or for giving advice in relation to the Final Offers. Dresdner Kleinwort Securities Limited, which is authorised and 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 Securities Limited or for giving advice in relation to the Final Offers.
This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Final Offers or otherwise. The Final Offers are being made solely by the Offer Document and, in respect of shares held in certificated form (that is, not through CREST), the Forms of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Final Offers, including details of how the Final Offers may be accepted.
Unless otherwise determined by NAL, the Final Offers are not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, Australia or Canada or any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Australia or Canada or any such jurisdiction. Accordingly copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia or Canada or any such jurisdiction, and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdiction as doing so may invalidate any purported acceptance of the Final Offers. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and/or the Offer Document and/or any related document to any jurisdiction outside the United Kingdom and the United States should inform himself of, and observe, any applicable legal or regulatory requirements of that jurisdiction.
In accordance with the City Code, normal United Kingdom market practice, and subject to applicable regulatory requirements and pursuant to exemptive relief granted by the US Securities and Exchange Commission from Rule14e-5 under the US Securities Exchange Act of 1934, (i) Dresdner Kleinwort Securities Limited and/or its affiliates will continue to act as connected exempt principal traders in LSE Shares on the London Stock Exchange and may from time to time make certain purchases of, or arrangements to purchase, LSE Shares or futures contracts or indices over LSE Shares outside the United States, other than pursuant to the Final Offers, before or during the period in which the Final Offers remain open for acceptance, and (ii) NAL, its affiliates, or their respective nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, LSE Shares outside the United States, other than pursuant to the Final Offers, before or during the period in which the Final Offers remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. These purchases, or arrangements to purchase, shall comply with applicable rules in the United Kingdom, including the City Code, the rules of the UK Listing Authority and the rules of the London Stock Exchange and applicable US securities laws (except to the extent of any exemptive relief granted by the US Securities and Exchange Commission from Rule 14e-5). Any information about such purchases will be disclosed as required in the United Kingdom pursuant to the City Code and will be available from the Regulatory Information Service of the UK Listing Authority and will be available in the United States at www.nasdaq.com.
The NAL Directors and the NASDAQ Directors accept responsibility for the information contained in this announcement, save that the only responsibility accepted by them in respect of information in this announcement relating to LSE, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the NAL Directors and the NASDAQ Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.