Statement re Approach

London Stock Exchange Plc
10 March 2006



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


10 March 2006


STATEMENT RE:  APPROACH


The Board of London Stock Exchange (the "Company") announces that it has
received a pre-conditional proposal from The Nasdaq Stock Market, Inc. ("NASDAQ
") with a view to NASDAQ making an offer to acquire the Company for 950p per
share in cash.



The Board of London Stock Exchange firmly believes that the proposal, which
represents only a 8 per cent premium to the current market price, substantially
undervalues the Company, its unique position and the very significant synergies
that would be achievable from the combination of London Stock Exchange with any
major exchange group.



During its defence against the recent offer from Macquarie, the Company
demonstrated that it has extremely strong growth prospects, which have been
reinforced by record levels of trading on SETS in the first two months of the
calendar year.  February accounted for nine of the twenty busiest trading days
ever on SETS with the average daily value traded up 43 per cent to £5.8 billion
and the average daily number of trades up 35 per cent to 266,577 - both new
records.



Accordingly, the Board of London Stock Exchange has rejected this unsolicited
approach and intends to continue with its proposed 200 pence per share capital
return, announced on 17 February 2006, which is subject to approval by London
Stock Exchange's shareholders at a meeting to be held on 19 April 2006.





For further information, please contact:

London Stock Exchange
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



Merrill Lynch International, which is regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to London Stock
Exchange  in relation to the matters referred to in this announcement and no one
else and will not be responsible to anyone other than London Stock Exchange  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 London Stock
Exchange  in relation to the matters referred to in this announcement and no one
else and will not be responsible to anyone other than London Stock Exchange  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 announcement is not made with the approval of NASDAQ.  There can be no
certainty that any offer will be made nor as to the terms on which any offer
might be made.




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