Return of Capital

London Stock Exchange Group PLC
22 May 2006

22 May 2006


London Stock Exchange Group plc


B SHARE ELECTIONS


As announced on 17 February 2006, the Board of the London Stock Exchange Group
plc is making a return of capital of approximately £510 million to shareholders
by way of an issue of B shares via a Court approved scheme of arrangement.

As part of the return of capital, shareholders were given three choices as to
how to receive their Return:

(1)  Initial B share dividend - a single dividend of 200 pence per B share;

(2)  Initial redemption - immediate 200 pence redemption per B share; or

(3)  Future redemption right - retention of B shares with the right to redeem on 
     certain redemption dates for 200 pence per B share, with a dividend right 
     pending redemption equal to 75% of six months' LIBOR, payable 
     semi-annually.

The Board of London Stock Exchange Group plc today announces that shareholders
holding in aggregate:

•    119,367,250 B shares (representing 46.6% of the total number of B shares 
     issued) have chosen to receive the Initial B share dividend;

•    128,627,647 B shares (representing 50.2% of the total number of B shares 
     issued) have chosen Initial redemption and accordingly 128,627,647 B shares 
     were redeemed today; and

•    8,235,602 B shares (representing 3.2% of the total number of B shares 
     issued) have retained their B shares for future redemption.

Payments in respect of B shares redeemed today will be settled through the CREST
system or, for certificated holders, cheques will be despatched, by no later
than Friday 26 May 2006. Payments in respect of initial B share dividends
allocated today will be made to shareholders' bank accounts through BACS Direct
Credit or despatch of cheques, as appropriate, by no later than Friday 26 May
2006.  The first redemption date for shareholders who have retained their B
shares for future redemption is expected to be 1 December 2006.


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 London Stock Exchange Group plc.


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


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                    020 7797 1222
                           Paul Froud - Investor Relations         020 7797 3322


JPMorgan Cazenove          Christopher Smith                       020 7155 4704
                           Richard Locke                           020 7155 4706







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