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Monday 20 November, 2006

NASDAQ Stock Market

Acquisition of Shares in LSE

NASDAQ Stock Market, Inc. (The)
20 November 2006


  THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                              AUSTRALIA OR CANADA


            ACQUISITION OF SHARES IN LONDON STOCK EXCHANGE GROUP PLC

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.                           Tel: +1 (212) 401 8714        
Bethany Sherman                                              +1 (917) 836 1724

Greenhill & Co. International LLP                       Tel: +44 (0)20 7198 7400
(lead financial adviser to NASDAQ and NAL)   
                                        
Simon Borrows
Richard Hoyle

Dresdner Kleinwort Securities Limited                   Tel: +44 (0)20 7623 8000
(broker to NASDAQ and NAL)                                                  
Angus Kerr
Alex Reynolds

Gavin Anderson & Company                          Tel: +44 (0)20 7554 1403/ 1405
(PR adviser to NASDAQ and NAL)                                                     
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.


                     This information is provided by RNS
            The company news service from the London Stock Exchange
                                                                                                                                                                                                                               

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