Offer Rejection

London Stock Exchange Group PLC
12 December 2006

London Stock Exchange confirms rejection of Nasdaq's Final* Offer



12 December 2006



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



The Board of London Stock Exchange Group plc ('the Exchange') notes the
publication today of Nasdaq's offer document in relation to its final* offer.
As stated in the Exchange's announcement on 20 November 2006, the Board
unanimously rejects Nasdaq's offer as it substantially undervalues the Exchange
and fails to reflect its unique strategic position and the powerful earnings and
operational momentum of the business.



The Board will be writing to shareholders to explain its reasons for rejecting
Nasdaq's offer.  In the meantime, shareholders are strongly recommended to take
no action in respect of Nasdaq's offer.


London Stock Exchange              John Wallace - Media                         020 7797 1222

                                   Paul Froud - Investor Relations              020 7797 3322

Finsbury                           James Murgatroyd                             020 7251 3801

                                   Simon Moyse





* The offer is to be 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 any preconditions



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 London Stock Exchange
Group plc 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 London Stock Exchange
Group plc 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