Offer Rejection

London Stock Exchange Group PLC
11 January 2007

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

Response to Nasdaq final* offer level of acceptances

11 January 2007


The Board of London Stock Exchange Group plc (the 'Exchange') notes the
announcement by Nasdaq that it has received acceptances representing only 0.61
per cent. of the issued ordinary share capital of the Exchange, excluding
Nasdaq's own shareholding in the Exchange's ordinary shares of approximately
28.75 per cent.


This very low level of acceptances is in line with the Board's view that
Nasdaq's offer substantially undervalues the Exchange and fails to reflect its
unique position and the powerful earnings and operational momentum of the
business.


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


For further information, please contact:

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

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.



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