Result of EGM

London Stock Exchange Plc
19 April 2006

LONDON STOCK EXCHANGE PLC

RETURN OF CAPITAL - RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING

19 April 2006

Results of Court Meeting and EGM

London Stock Exchange plc (the "Exchange") announces that, at the Court Meeting
and the Extraordinary General Meeting held earlier today, shareholders of the
Exchange approved the resolutions relating to the proposed return of
approximately £510 million to shareholders by way of a Scheme of Arrangement
(the "Return").

The expected timetable for the Return is as previously announced.  Subject to
the Court sanctioning the Scheme at a hearing expected to take place on 12 May
2006, dealings in the New Ordinary Shares and B Shares of London Stock Exchange
Group plc ("Exchange Group") are expected to commence on 15 May 2006.

Share conversion ratio

Details of the Return were set out in the circular sent to shareholders on 21
March 2006 (the "Scheme Circular").  As a result of the Return, shareholders at
the Scheme Record Time, expected to be 5.00pm on 12 May 2006 were due to receive
one B Share in Exchange Group with a value of 200 pence for every Existing
Ordinary Share that they held and 3 New Ordinary Shares in Exchange Group for
every 4 Existing Ordinary Shares that they held.  The ratio used for the share
conversion was set by reference to the Closing Price of 863.5 pence per Existing
Ordinary Share on 6 March 2006, the date prior to the announcement of the
details of the Return.

The intention behind issuing a smaller number of New Ordinary Shares for
Existing Ordinary Shares is that the price of a New Ordinary Share should be
approximately equal to the price of an Existing Ordinary Share, thus
facilitating comparisons of the Exchange's share price, earnings per share and
dividend per share before and after the Return.

The Scheme Circular noted that the share conversion ratio may, in effect, be
re-set if the current proposed ratio would no longer result in appropriate
comparability before and after the Return.  In the light of the strong
performance in the Exchange's share price since the proposals were announced on
7 March 2006, the Board, which has received financial advice from JPMorgan
Cazenove Limited, has decided that it would be in the best interests of the
Exchange and its shareholders to improve comparability before and after the
Return.  Steps have therefore been taken to set a new share conversion ratio by
reference to the closing price of Existing Ordinary Shares on their last day of
dealings (expected to be 12 May 2006).  A change in the share conversion ratio
will not, subject to changes for fractional entitlements, affect the
proportionate interest, both before and after the Scheme Effective Date, of any
shareholder in the ordinary share capital of Exchange Group and should not, of
itself, have any effect on the market value of any shareholders' investment in
Exchange Group.

As a result, shareholders at the Scheme Record Time, expected to be 5.00pm on 12
May 2006 will receive:

  • one B Share with a value of 200 pence for every Existing Ordinary Share
    that they hold; and
  • an appropriate number of New Ordinary Shares for the Existing Ordinary
    Shares that they hold to achieve the desired comparability to be fixed by
    reference to the share price of the Existing Ordinary Shares at that time.

For example, if the closing share price of Existing Ordinary Shares on the last
day of dealings in the Existing Ordinary Shares were to be 1259.5 pence (the
closing price on 18 April 2006), then the share conversion ratio would be set at
53 New Ordinary Shares for every 63 Existing Ordinary Shares, together with one
B Share for every Existing Ordinary Share.

The announcement of the new share conversion ratio will be made after the market
close on 12 May 2006 through the Regulatory News Service.

Further details are provided in the notes below.

London Stock Exchange

John Wallace - Media                             [phone]

Paul Froud - Investor Relations                  [phone]

Finsbury                                         [phone]

James Murgatroyd                                 [phone]

Simon Moyse                                      [phone]

JPMorgan Cazenove

Christopher Smith                                [phone]

Richard Locke                                    [phone]

JPMorgan Cazenove Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser and
broker for Exchange and Exchange Group and for no one else in connection with
the Return and will not be responsible to any person other than Exchange and
Exchange Group for providing the protections afforded to its customers or for
giving advice in relation to the Return or the matters contemplated by this
announcement.

Copies of the special resolution passed at the Extraordinary General Meeting of
the Exchange are available for inspection by the public at the UK Listing
Authority's Document Viewing Facility which is situated at: Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel. + 44 (0)20
7676 1000) during normal business hours on any weekday (except public holidays).

Notes

1.   The formula by which the new share conversion ratio will be
determined is represented by the closing price of Existing Ordinary Shares on
last day of dealing of the Existing Ordinary Shares (expected to be 12 May 2006)
less the amount of the capital return (200 pence per Existing Ordinary Share)
divided by the closing share price of the Existing Ordinary Shares on the last
day of dealing.

2.   The new share conversion ratio will be set as a fraction of two
numbers of no more than two digits each which is closest to the result of the
formula and is intended to minimise the theoretical difference in share price
between the closing price of an Existing Ordinary Share and the price of a New
Ordinary Share, taking into account the return of 200 pence per Existing
Ordinary Share.

3.   Subject to the Court sanctioning the scheme of arrangement at a
hearing expected to take place on 12 May 2006, the New Ordinary Shares and B
shares will be issued to shareholders pursuant to the Scheme as set out in the
Scheme Circular and approved without modification at the Court Meeting. The
Scheme is unaffected by the new share conversion ratio. Immediately following
the issue of New Ordinary Shares in accordance with the Scheme, a consolidation
and sub-division of the New Ordinary Shares will be effected pursuant to a
resolution passed by the current shareholders of Exchange Group on 13 April
2006. The consolidation and sub-division of the New Ordinary Shares will be
effected so that it will have substantially the same effect as if the ratio in
the Scheme were adjusted to the new share conversion ratio.

4.   The nominal value of a New Ordinary Share following the reduction of
capital of Exchange Group for the purposes of the Return will be determined by
dividing 5 5/6 pence (the current nominal value of an Existing Ordinary Share)
by the new share conversion ratio.

5.   The number of New Ordinary Shares in issue on the first day of
dealing of New Ordinary Shares will be the number of Existing Ordinary Shares in
issue on their last day of dealing multiplied by the new share conversion ratio.


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