Posting of Class 1 Circular

London Stock Exchange Group PLC 23 July 2007 London Stock Exchange Group PLC 23 July 2007 London Stock Exchange Group PLC ('London Stock Exchange') merger with Borsa Italiana Group ('Borsa Italiana') Posting of Class 1 Circular Further to the joint announcement by Borsa Italiana and London Stock Exchange on 23 June 2007 regarding the proposed merger between the two companies (the 'Proposed Merger'), the London Stock Exchange announces that a circular (the 'Circular'), notice of the extraordinary general meeting ('EGM') and a form of proxy for use at the EGM is expected to be posted to London Stock Exchange shareholders later today. The Proposed Merger is conditional upon the approval of both Borsa Italiana and London Stock Exchange shareholders respectively. For London Stock Exchange shareholders, the EGM to approve the Proposed Merger will be held at 10am on 8 August 2007, at Plaisterers' Hall, One London Wall, London EC2Y 5JU. This will follow an EGM of Borsa Italiana's shareholders which will take place earlier the same day. The Proposed Merger is the most important step yet in realising the shared vision of the London Stock Exchange and Borsa Italiana to be the world's capital market. The Proposed Merger will bring together two highly efficient and complementary businesses, coupling the strengths of Borsa Italiana in Italian cash equities, derivatives, securitised derivatives, fixed income products and efficient post-trade services with those of the London Stock Exchange in UK and international equities. The Proposed Merger will: • Diversify the product and customer bases of the two exchanges; • Create cross-access opportunities for issuers, intermediaries and investors and enlarge the liquidity pool thereby reducing trading costs and the cost of capital; and • Leverage the highly compatible and broad range of skills to accelerate the growth of its marketplaces. Notwithstanding the high levels of efficiency already achieved by the two companies, the Proposed Merger is expected to achieve pre-tax cost synergies and other transaction-related cost savings of £20 million (€29 million) annually, with the full run-rate being achieved in the financial year 2010. Furthermore, given the highly complementary nature of the two businesses and the prospects for growth that underpin the Proposed Merger approximately £20 million (€29 million) of annual revenue synergies are estimated to be achieved in the financial year 2011. From this position of increased strength, with excellent growth prospects, the Board of the Enlarged Group will continue to explore ways of creating shareholder value through strategic and other opportunities. London Stock Exchange has a policy of active capital management which it intends to continue. The Proposed Merger includes the possibility of up to £350 million cash being used in the merger and London Stock Exchange has arranged appropriate banking facilities. On the assumption that this cash will not be required for the purposes of the merger, the Board of London Stock Exchange plans to use this cash, together with the £96 million remaining from the previously announced share buy-back programme, to return £500 million to its shareholders by way of tender offer or market purchases or by a combination of methods, conditional upon Completion of the Proposed Merger. The Circular contains further details of the Proposed Merger including the benefits to shareholders and customers, the key terms of the transaction, information on Borsa Italiana and the financial effects of the Proposed Merger. For further information, please contact: London Stock Exchange Group PLC Patrick Humphris - Media 020 7797 1222 Paul Froud - Investor Relations 020 7797 3322 Finsbury James Murgatroyd 020 7251 3801 Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Circular. A copy of London Stock Exchange's Circular, once published, will be available at http://www.londonstockexchange-ir.com This information is provided by RNS The company news service from the London Stock Exchange
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