Offer by OM Group-Pt.1

London Stock Exchange
29 August 2000

PART 1 OF 5

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES
                                       
                                   OM GROUP
                                   --------
                      OFFER FOR LONDON STOCK EXCHANGE PLC
                      -----------------------------------


*         OM announces the terms of an Offer for LSE

*         The Directors of OM believe that:

          *         the success of stock exchanges in the future will be
                    determined by their operational efficiency, brand
                    strength, technological superiority and their ability to
                    provide systems dependability at the lowest trading costs
                    for customers

          *         the European exchange that performs best on these criteria
                    will win increasing trading volume, generating the deepest
                    pool of liquidity for investors.  Other exchanges will
                    lose trading volume to the best performer

                    *         London is the best centre to focus the European
                    equity market.  It is already the major centre for equity
                    liquidity in Europe.  A single London-based regulatory
                    environment is the ideal way to provide clarity and
                    credibility for the European equity market

          *         the proposed iX merger is founded on an outdated concept
                    of merging two nationally based operations with limited
                    regard to the technological and commercial changes in
                    global equity markets

*         The aim of OM's Offer is to secure LSE's position as the leading
          European exchange for investors and intermediaries world-wide by
          offering integrated and cost-efficient solutions

*         By bringing together two complementary companies, LSE with its
          liquid market and recognised brand, and OM with its cutting-edge
          technology and commercial drive, the Offer will provide LSE with key
          elements needed for growth

*         OM believes that strengthening the technological and commercial base
          of LSE's markets and trading platforms will give it a competitive
          advantage, ahead of traditional national exchanges, to exploit
          global equity market opportunities

*         OM is an international technology company with a market
          capitalisation of approximately GBP2.6 billion that develops and
          provides transaction technology to customers world-wide.  It owns
          and operates a number of exchanges and clearing houses.  OM founded
          and operated the first for-profit, privately owned electronic
          derivatives exchange in 1985

*         Over the last 15 years, OM has become the partner of choice and a
          world leading provider of integrated exchange technology to 20
          international exchanges and clearing houses

*         OM also develops and provides technology solutions to leading banks
          and brokers in more than 20 countries

*         OM will offer LSE Shareholders 0.65 new OM Shares and GBP7.00 in
          cash for each share held, valuing each LSE Share at GBP27.19, a 15.7
          per cent. premium to the closing price on 25 August 2000, and LSE at
          approximately GBP808 million

*         A Loan Note Alternative will be available to LSE Shareholders to
          give them, where eligible, the flexibility to defer capital gains
          tax liability on the cash element of their consideration

*         OM intends to seek a secondary listing on the London Stock Exchange
          following the completion of the Offer

*         OM expects that the transaction will be earnings enhancing (before
          amortisation of goodwill) in the first full year following
          completion of the Offer(*)

*         OM believes that the New Group could achieve yearly pre-tax cost
          savings rising to more than GBP30 million within four years

*         More importantly, OM believes there will be significant potential
          for enhancement of income from trading service-related activities

*         OM strongly believes that its Offer for LSE will benefit both LSE
          Shareholders and LSE customers by:

          *         offering full value to LSE Shareholders
          
                    *         securing LSE's position as the pre-eminent
                    European secondary market for trading in both high growth
                    and blue chip companies within a single market framework

                    *         reinforcing the retail market by making equity
                    trading more accessible
          
          *         strengthening LSE as the preferred market for initial
                    public offerings in Europe
          
          *         providing LSE with OM's state-of-the-art transaction
                    technology, to equip LSE with sufficient transaction
                    capacity to meet comfortably the expected substantial
                    growth in transaction volumes
          
          *         targeting vertical efficiency between exchange, clearing
                    and settlement functions
          
          *         providing clarity and simplicity by avoiding regulatory
                    compromise: the FSA will remain the sole regulatory
                    authority for LSE
          
          *         capitalising on LSE as an authoritative source of market
                    information and developing new and profitable value-added
                    information services
          
          *         adding further sources of revenue from developing e-
                    commerce businesses

*         The New Group will have the financial resources to exploit OM's
          capabilities to transform LSE into a fully commercial organisation
          that will deliver value to both its customers and its shareholders

OM met LSE's management and advisors last week with a view to securing the
recommendation of the Board of LSE for its proposal.  Although this initial
approach was rejected by LSE, OM urges the Board to consider the commercial
and technological advantages of a combination with OM.

Commenting on the Offer, Per E. Larsson, President and Chief Executive Officer
of OM, said:

'OM believes that the Offer will deliver full value to LSE Shareholders and
will provide significant improvements in trading efficiency for LSE's
customers.

OM's experience as a leading provider of technology and in operating for-
profit exchanges puts it in a unique position to achieve this transformation
for the benefit of both LSE Shareholders and LSE's customers.'

Olof Stenhammar, Chairman and founder of OM, said:

'This is a substantial offer for LSE from OM, the world leader in technology
solutions for trading exchanges and the first listed company to own a major
European stock exchange.  We believe that the proposed iX merger squanders the
potential of LSE and that with our proven management skills and leading
technology we can secure LSE's position as the pre-eminent European stock
exchange'.

The Offer will be conditional, inter alia, on changes being made to the
Articles of Association of LSE to remove the restrictions on holdings in
excess of 4.9 per cent. of LSE's issued share capital, approval by OM's
shareholders of the issue of the new OM Shares and clearance from the UK and
Swedish competition authorities on terms acceptable to OM.

(*) This should not be construed as a profit forecast or be interpreted to
mean that the future earnings per share of OM will necessarily match or exceed
the earnings per share for completed financial periods.

No offer or invitation to acquire or exchange securities in LSE is being made
now.  Any such offer or invitation will only be made in documents to be
published in due course and any such exchange should be made solely on the
basis of information contained in such documents.

The Offer will not be made, directly or indirectly, in or into or by the use
of the mail or any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national securities exchange of the United States
nor is it being made in Canada, Japan or Australia.  Neither the new OM Shares
nor the Loan Notes will be registered under the United States Securities Act
of 1933 (as amended).  Further details in relation to overseas shareholders
will be contained in the formal documents containing the Offer.

Application will be made to the Stockholm Stock Exchange for the new OM Shares
to be admitted to the A List.  Details of settlement and dealing will be
included in the offer document.

This summary should be read in conjunction with the full text of the attached
announcement including the Appendices.

ENQUIRIES
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OM GROUP
Olof Stenhammar, Chairman               On 29 August 2000: [phone]
                                        Thereafter: [phone]
Per E. Larsson, President &             On 29 August 2000: [phone]
Chief Executive Officer                 Thereafter: [phone]
Magnus Karlsson Bocker,                 On 29 August 2000: [phone]
Executive Vice President                Thereafter: [phone]
Jakob Hakanson, Investor Relations      [phone]
Anna Eriksson, Corporate Communications [phone]

LAZARD                                  [phone]
David Verey
Jonathan Dawson
Svante Adde                             [phone]

HILL & KNOWLTON
Anthony Payne                           [phone]
                                        [phone]


Lazard, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for OM and no-one else in connection with the Offer and
will not be responsible to anyone other than OM for providing the protections
afforded to customers of Lazard or for giving advice in relation to the Offer.

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