Press releases 2006

20 November 2006

STATEMENT RE: NASDAQ FINAL* OFFER

The Board of London Stock Exchange Group plc (the "Company") rejects Nasdaq’s final* offer to acquire the Company for 1243p per share in cash. The Board firmly believes that the proposal, which represents only a 2 per cent premium to the market price at the close of business on 17 November 2006, substantially undervalues the Company and fails to reflect its unique strategic position and the powerful earnings and operational momentum of the business.

On 8 November 2006, the Company posted record interim results for the six months ended 30 September 2006 with operating profit up 60 per cent and adjusted earnings per share up 54 per cent on the comparable period to September 2005. The Company also continues to show strong growth, with average daily order book bargains of 331,000 for October 2006, up 45 per cent compared to October 2005. And in the year to October, the Exchange has underlined its position as the world's primary listing venue with £22.3billion raised through IPOs, 96 per cent more than the same period in 2005 and more than any other Exchange so far this year. The new products, services and technology that the Company is developing are expected to drive further growth.

Chris Gibson-Smith, Chairman of the London Stock Exchange, said, “Given the Board’s unanimous view of the final offer from Nasdaq, I have rejected Nasdaq’s request for a meeting.”

Commenting on the offer, Clara Furse, Chief Executive of the London Stock Exchange, said “We believe Nasdaq’s final offer fails to recognise the outstanding growth record and prospects of our group on a standalone basis let alone the Exchange’s unique global position.”

* Nasdaq has defined “final” in its announcement as meaning that its offer will not be revised except: (i) upon the recommendation of the London Stock Exchange Group plc Board; or (ii) if a firm intention to make a competing offer for London Stock Exchange Group plc is announced, whether or not subject to any preconditions

For further information, please contact:

London Stock Exchange Group plc

John Wallace - Media +44 (0)20 7797 1222

Paul Froud - Investor Relations +44 (0)20 7797 3322

Merrill Lynch +44 (0)20 7628 1000

Matthew Greenburgh

Richard Slimmon

Lehman Brothers +44 (0) 20 7102 1000

Anthony Fry

Stephen Fox

Finsbury +44 (0)20 7251 3801

James Murgatroyd

Simon Moyse

The Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of the Company (who have 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.

Merrill Lynch International, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Company in relation to the matters referred to in this announcement and no one else and will not be responsible to anyone other than the Company for providing the protections offered to clients of Merrill Lynch International nor for providing advice in relation to the matters referred to in this announcement.

Lehman Brothers Europe Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Company in relation to the matters referred to in this announcement and no one else and will not be responsible to anyone other than the Company for providing the protections offered to clients of Lehman Brothers Europe Limited nor for providing advice in relation to the matters referred to in this announcement.