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Return to Shareholders of approximately £510 million

12 May 2006

Results of Court hearing

London Stock Exchange plc (the “Exchange”) announces that the Court today sanctioned the Scheme of Arrangement relating to the return of approximately £510 million to shareholders (the “Return”).

The expected timetable for the Return is as previously announced. 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

Following the announcement on 19 April 2006 in which the Board outlined plans to re-set the share consolidation ratio with reference to the closing price of Existing Ordinary Shares on their last day of dealings, the ratio has now been set with reference to today’s closing price of 1275.5 pence.

As a result, shareholders at the Scheme Record Time, 5.00 p.m. on 12 May 2006, will receive:

  • one B Share with a nominal value of 200 pence for every Existing Ordinary Share that they hold at that time; and
  • 43 New Ordinary Shares for every 51 Existing Ordinary Shares that they hold at that time.

The effect of the new share consolidation ratio will be that, pursuant to the Proposals, the details of the New Ordinary Shares and B Shares following Admission will be as follows:


                    Authorised        Issued and fully paid
 NumberNominal ValueNumberNominal Value
New Ordinary Shares350,000,0006 79/86pence216,037,4796 79/86 pence
B Shares260,000,000200 pence256,230,499200 pence

JPMorgan Cazenove Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and broker for the 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.

This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for or purchase any securities in Exchange Group.

Securities may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), or are exempt from such registration requirements. The New Ordinary Shares and B Shares have not been, and will not be, registered under the Securities Act. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no prospectus in relation to the Admission of the New Ordinary Shares or the B Shares has been, or will be, lodged with, or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Admission of the New Ordinary Shares or the B Shares. Accordingly, subject to certain exceptions, the New Ordinary Shares or the B Shares may not, directly or indirectly, be offered or sold within Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan.

Further information is available from:


LondonStock Exchange
John Wallace - Media+44 (0)20 7797 1222
Paul Froud - Investor Relations+44 (0)20 7797 3322
JPMorgan Cazenove
Christopher Smith +44 (0)20 7155 4704
Richard Locke+44 (0)20 7155 4706


- ENDS -

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