Offer Rejection

London Stock Exchange Group PLC
20 November 2006

London Stock Exchange Group Plc





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





20 November 2006



STATEMENT RE:  NASDAQ FINAL* OFFER



The Board of London Stock Exchange Group plc (the 'Company') rejects Nasdaq's
final* offer to acquire the Company for 1243p per share in cash.  The Board
firmly believes that the proposal, which represents only a 2 per cent premium to
the market price at the close of business on 17 November 2006, substantially
undervalues the Company and fails to reflect its unique strategic position and
the powerful earnings and operational momentum of the business.



On 8 November 2006, the Company posted record interim results for the six months
ended 30 September 2006 with operating profit up 60 per cent and adjusted
earnings per share up 54 per cent on the comparable period to September 2005.
The Company also continues to show strong growth, with average daily order book
bargains of 331,000 for October 2006, up 45 per cent compared to October 2005.
And in the year to October, the Exchange has underlined its position as the
world's primary listing venue with £22.3billion raised through IPOs, 96 per cent
more than the same period in 2005 and more than any other Exchange so far this
year.  The new products, services and technology that the Company is developing
are expected to drive further growth.



Chris Gibson-Smith, Chairman of the London Stock Exchange, said, 'Given the
Board's unanimous view of the final offer from Nasdaq, I have rejected Nasdaq's
request for a meeting.'



Commenting on the offer, Clara Furse, Chief Executive of the London Stock
Exchange, said 'We believe Nasdaq's final offer fails to recognise the
outstanding growth record and prospects of our group on a standalone basis let
alone the Exchange's unique global position.'





* Nasdaq has defined 'final' in its announcement as meaning that its offer will
not be revised except: (i) upon the recommendation of the 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 any
preconditions





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 Directors of the Company accept responsibility for the information contained
in this announcement.  To the best of the knowledge and belief of the Directors
of the Company (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 as financial adviser to the Company in
relation to the matters referred to in this announcement and no one else and
will not be responsible to anyone other than the Company for providing the
protections offered to clients of Merrill Lynch International nor for providing
advice in relation to the matters referred to in this announcement.





Lehman Brothers Europe Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to the Company in
relation to the matters referred to in this announcement and no one else and
will not be responsible to anyone other than the Company for providing the
protections offered to clients of Lehman Brothers Europe Limited nor for
providing advice in relation to the matters referred to in this announcement.


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