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Offer For London Stock Exchange Plc ("LSE") - Announcement Of Acceptance Levels And Lapse Of Offer

Date 10/11/2000

OM Group announces that by 1.00pm on 10 November 2000, valid acceptances of the Increased Offer posted on 13 October 2000 had been received in respect of a total of 1,979,749 LSE Shares, representing approximately 6.7 per cent. of the issued ordinary share capital of LSE. Accordingly, the Increased Offer has lapsed. Acceptances of the Increased Offer and related title documents will be returned as soon as practicable.

Commenting, Per E. Larsson, President and Chief Executive Officer of OM, said: “OM’s strategy, to provide its leading technology to customers around the world and to expand the securities markets that it owns and operates, remains firmly on track. Through our blueprint for the London Stock Exchange, we have also demonstrated our capability as a catalyst for positive change in the European exchange industry, and we look forward to our continuing role at the forefront of developments with enthusiasm.

When we announced our offer for LSE in August, we saw a unique opportunity to transform LSE into the pre-eminent European exchange and a true world class player by combining two complementary companies: OM with its strong management, cutting-edge technology and commercial drive and LSE with its liquid market and recognised brand.

We believe that, by rejecting OM's offer, LSE has now simply deferred addressing the problems it faces. OM’s bid was about bringing clarity to LSE’s management, structure and strategy, as well as offering full value to shareholders. The feedback received from shareholders on our roadshow and in one-on-one meetings strongly endorsed this initiative.

At the time we made our offer, LSE’s strategy was to merge with Deutsche Börse to create iX - a transaction that would have resulted in structural compromise and regulatory confusion for LSE shareholders and customers. Above all, iX was based on the misguided view that liquidity was captive.

We, conversely, believe that the stock exchanges of the future will have to compete for liquidity. Their success will be determined by their operational efficiency, brand strength, technological superiority and their ability to provide value added services to customers. A clear separation of ownership and membership will be essential. In this light, LSE’s future remains unclear and its strategy opaque.

In recent weeks, LSE has indicated its intention to pursue a go-it-alone strategy whilst confusingly dropping hints about alliances and associations. We will watch any such developments with great interest and, subject to the overriding consideration of enhancing OM shareholder value, will assess the implications of any such developments, including the possibility of making further proposals to LSE. We have repeatedly urged the Board of LSE to enter into discussions with us and remain open to a constructive dialogue regarding technology and other areas of mutual interest.

Our offer for LSE has demonstrated our long term commitment to London and our determination to be one of Europe's leading exchange players. In the short term, we look forward to the roll-out of Jiway, which recently was granted RIE status by the FSA and will imminently commence trading. OM now owns two of the eight RIEs in the UK: OM London Exchange and Jiway.

We will continue to deliver on our successful strategy of providing our leading technology to customers around the world and expanding the securities markets that we own and operate. Over the last two months, we successfully floated our ORC Software subsidiary and won four major new contracts to supply our trading and clearing technology to exchanges world-wide, including the London Metal Exchange and the Sydney Futures Exchange. OM has demonstrated its credentials and, as European stock exchanges consolidate, OM will be there to play its part, consistent with its focus on shareholder value. OM believes it is robustly positioned to do so and looks to the future with great confidence.”

As at 10 November 2000, Lazard and Enskilda Securities or companies within their respective groups deemed to be acting in concert with OM owned or controlled 200,000 and 90,000 LSE Shares respectively, representing approximately 0.67 per cent. and 0.30 per cent. respectively of the issued ordinary share capital of LSE. Prior to the commencement of the offer period, Enskilda Securities or companies within its group deemed to be acting in concert with OM owned or controlled 100,000 LSE Shares, representing approximately 0.33 per cent. of the issued ordinary share capital of LSE.

Save as disclosed above, neither OM nor any person deemed to be acting in concert with OM held any LSE Shares immediately prior to the commencement of the offer period. Neither OM nor any person deemed to be acting in concert with OM has acquired or agreed to acquire any LSE Shares since the commencement of the offer period. Valid acceptances for 200,000 LSE Shares, representing approximately 0.67 per cent. of the issued ordinary share capital of LSE, and for 90,000 LSE Shares, representing approximately 0.30 per cent., had been received from, respectively, Lazard and Enskilda Securities (or companies within their groups), which are deemed to be acting in concert with OM, by 1.00pm on 10 November 2000.