Offer Rejection

London Stock Exchange Group PLC
05 February 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR CANADA

Shareholder Circular

5 February 2007


The Board of London Stock Exchange Group plc (the 'Exchange') is posting today a
shareholder circular summarising the key value arguments for rejecting Nasdaq's
wholly inadequate final* offer.  It draws specific attention to the fact that
the December 2006 trading P/E multiples for the major listed exchanges have
risen by, on average, 10.5 per cent. since Nasdaq announced its offer on 20
November 2006.  It also highlights that the December 2006 trading P/E for
Deutsche Boerse of 25.0 times and the 30.6 times offered to Euronext
shareholders in its agreed merger with NYSE are both above Nasdaq's offer
multiple of 24.4 times.

Chris Gibson-Smith, Chairman of the Exchange, commented:

'The London Stock Exchange has delivered outstanding performance, has excellent
growth prospects and occupies a unique strategic position at the centre of the
world's international equity flows. The Board continues to recommend strongly
that Exchange shareholders reject Nasdaq's wholly inadequate offer and take no
action in respect of their shareholdings.'

For further information, please contact:

London Stock Exchange Group plc
John Wallace - Media                    [phone]
Paul Froud - Investor Relations         [phone]

Merrill Lynch                           [phone]
Matthew Greenburgh
Richard Slimmon

Lehman Brothers                         [phone]
Anthony Fry
Stephen Fox

Finsbury                                [phone]
James Murgatroyd
Simon Moyse

* The offer has been made by Nightingale Acquisition Limited, a wholly owned
subsidiary of The Nasdaq Stock Market, Inc. ('Nasdaq'). Nasdaq has defined '
final' in its announcement of 1 February 2007 as meaning that its offer will not
be revised except that NAL reserves the right to revise the offer if a firm
intention to make a competing offer for the London Stock Exchange Group plc is
announced, whether or not subject to any preconditions.

A copy of the Exchange's circular is available on:
http://www.londonstockexchange-ir.com/lse/bid

Sources and bases:

- The average increase of 10.5 per cent in the December 2006 P/E multiples for
the global exchanges is calculated as the percentage difference between the
average P/E multiple weighted by the market capitalisations of each company for
the year ended 31 December 2006 as at 17 November 2006 (being the last business
day prior to Nasdaq's announcement of its offer) and as at 1 February 2007
(being the latest practicable date prior to the posting of the circular). The
market capitalisations are based on shares outstanding and exchange rates
sourced from Bloomberg and each average includes the P/E multiples for the
companies shown in the chart on page 4 of the circular excluding NYMEX, the
Exchange and the Nasdaq offer P/E multiples.

- The Deutsche Boerse December 2006 P/E multiple is calculated using the closing
share price from Bloomberg and consensus earnings estimates from Reuters as at
the close of market on 1 February 2007 (being the latest practicable date prior
to the posting of the circular).

- The multiple of 30.6x offered to Euronext shareholders is calculated as
described in the Exchange's shareholder circular dated 18 January 2007 but with
the NYSE share price and €:$ exchange rate updated as at 1 February 2007 (being
the latest practicable date prior to the posting of the circular).

- Nasdaq's offer multiple of 24.4x is calculated as Nasdaq's offer price of
1,243 pence per ordinary share divided by the Exchange's adjusted basic earnings
per share for the 12 months ended 31 December 2006.


The Directors of the Exchange accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of the Exchange (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 exclusively for the Exchange and no-one
else in connection with the offer and will not be responsible to anyone other
than the Exchange or providing the protections afforded to clients of Merrill
Lynch International nor for providing advice in relation to the offer.

Lehman Brothers Europe Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Exchange and no-one
else in connection with the offer and will not be responsible to anyone other
than the Exchange for providing the protections afforded to clients of Lehman
Brothers Europe Limited nor for providing advice in relation to the offer.




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