Offer Rejection

London Stock Exchange Group PLC
08 January 2007

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



Statement re Nasdaq response document



8 January 2007



The Board of London Stock Exchange Group plc (the 'Exchange') rejects the
arguments put forward by the Nasdaq Stock Market, Inc. in the document it issued
today.



Nasdaq makes a large number of misleading assertions in its document.  The
Exchange will address these more fully in its next circular to shareholders but
would point out the following by way of example:



•        Nasdaq's self serving choice of comparable exchanges is narrow and
fails to reflect the value placed by global investors on the exchange sector and
its potential for growth.  Even on Nasdaq's own figures for 2007 and 2008 the P/
E of Nasdaq's offer is at a discount to the weighted average P/E of Nasdaq's
selected London Stock Exchange peer group on a trading basis.  Nasdaq is thus
itself demonstrating that it is not paying a premium for control.



•        In addition, Nasdaq's presentation of relative fee levels is blatantly
misleading; the Exchange has lower, not higher, fees per unit of value traded
than other major European exchanges.  Moreover, as the Exchange reiterated in
its November Interims statement the Exchange has a policy of stimulating growth
by consistently reducing costs for its customers over time, which it will
continue to do.



The Board continues to strongly recommend that Exchange shareholders reject
Nasdaq's wholly inadequate offer and take no action in respect of their
shareholdings.



Clara Furse, Chief Executive Officer of the Exchange, commented:



'The current Nasdaq offer values the Exchange at a lower P/E ratio than Nasdaq's
withdrawn proposal in March, during a period when the Exchange has announced
that very strong organic growth is continuing as it facilitates a structural
shift in trading through the introduction of new technology.  Exchange
shareholders should not be persuaded into selling their shares well below their
true value by Nasdaq's bluster.'



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

'The Board believes that Nasdaq's offer does not even give shareholders
standalone value.  We trust that shareholders will not be misled by Nasdaq's
document and urge them to continue to reject this wholly inadequate offer.  The
Board will steadfastly defend shareholders' interests on value.'



For further information, please contact:

London Stock Exchange Group plc
John Wallace - Media                       020 7797 1222
Paul Froud - Investor Relations            020 7797 3322

Merrill Lynch                              020 7628 1000
Matthew Greenburgh
Richard Slimmon

Lehman Brothers                            020 7102 1000
Anthony Fry
Stephen Fox

Finsbury
James Murgatroyd                           020 7251 3801
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 offer document as meaning that its offer will not be revised
except: (i) upon the recommendation of London Stock Exchange Group plc Board; or
(ii) if a firm intention to make a competing offer for London Stock Exchange
Group plc is announced, whether or not subject to preconditions.



Sources and bases:



The Nasdaq offer in 2007 and 2008 represents a P/E of 20.7x and 18.4x as sourced
from page 8 of Nasdaq's document of today's date (the 'Nasdaq Circular').  The
comparable market capitalisation weighted average P/Es for Nasdaq's London Stock
Exchange peer group (excluding Nasdaq and the Nasdaq offer) are 21.0x and 19.2x
respectively calculated using the P/Es disclosed in the Nasdaq Circular and the
market capitalisations and exchange rates as at 4 January 2007.



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 for 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