Return of Capital

London Stock Exchange Plc
12 May 2006

12 May 2006

London Stock Exchange plc

RETURN TO SHAREHOLDERS OF APPROXIMATELY £510 MILLION

Results of Court hearing

London Stock Exchange plc (the "Exchange") announces that the Court today
sanctioned the Scheme of Arrangement relating to the return of approximately
£510 million to shareholders (the "Return").

The expected timetable for the Return is as previously announced.  Dealings in
the New Ordinary Shares and B Shares of London Stock Exchange Group plc ("
Exchange Group") are expected to commence on 15 May 2006.

Share conversion ratio

Following the announcement on 19 April 2006 in which the Board outlined plans to
re-set the share consolidation ratio with reference to the closing price of
Existing Ordinary Shares on their last day of dealings, the ratio has now been
set with reference to today's closing price of 1275.5 pence.

As a result, shareholders at the Scheme Record Time, 5.00 p.m. on 12 May 2006,
will receive:

  • one B Share with a nominal value of 200 pence for every Existing Ordinary
    Share that they hold at that time; and


  • 43 New Ordinary Shares for every 51 Existing Ordinary Shares that they
    hold at that time.


The effect of the new share consolidation ratio will be that, pursuant to the
Proposals, the details of the New Ordinary Shares and B Shares following
Admission will be as follows:

                                         Authorised                             Issued and fully paid
                               Number             Nominal Value             Number            Nominal Value
New Ordinary Shares          350,000,000          6 79/86 pence          216,037,479          6 79/86 pence
B Shares                     260,000,000            200 pence            256,230,499            200 pence


JPMorgan Cazenove Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser and
broker for the Exchange and Exchange Group and for no one else in connection
with the Return and will not be responsible to any person other than Exchange
and Exchange Group for providing the protections afforded to its customers or
for giving advice in relation to the Return or the matters contemplated by this
announcement.


This document does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for or
purchase any securities in Exchange Group.


Securities may not be offered or sold in the United States unless they are
registered under the United States Securities Act of 1933, as amended (the ''
Securities Act''), or are exempt from such registration requirements. The New
Ordinary Shares and B Shares have not been, and will not be, registered under
the Securities Act. The relevant clearances have not been, and will not be,
obtained from the Securities Commission of any province or territory of Canada;
no prospectus in relation to the Admission of the New Ordinary Shares or the B
Shares has been, or will be, lodged with, or registered by The Australian
Securities and Investments Commission; and no registration statement has been,
or will be, filed with the Japanese Ministry of Finance in relation to the
Admission of the New Ordinary Shares or the B Shares. Accordingly, subject to
certain exceptions, the New Ordinary Shares or the B Shares may not, directly or
indirectly, be offered or sold within Canada, Australia or Japan or offered or
sold to a resident of Canada, Australia or Japan.


Further information is available from:

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

JPMorgan Cazenove
Christopher Smith                                                         [phone]
Richard Locke                                                             [phone]



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