Offer Update

RNS Number:9364J
BRIT Insurance Holdings PLC
11 April 2003

Not for release, publication or distribution in or into or from the United
States, Canada, Australia or Japan





                                                                   11 April 2003



                          Brit Insurance Holdings PLC



                            Offer for PRI Group plc





*    PRI shareholder support for the Offer, when aggregated with
     Brit's own holding in PRI, has now increased from 52.95 per 
     cent to 58.93 per cent.



*    Of the 58.93 per cent, undertakings to accept the Offer, when
     aggregated with Brit's own holding in PRI, now stand at 29.9 per cent.



Clive Coates, Chairman of Brit, said:



"I believe that a protracted situation without a recommendation would not be in
the interests of PRI's shareholders and would lead to extended uncertainty and
potential damage to PRI's business and the value of PRI.  I invite the PRI Board
to consider carefully the implications of the increasing support we are seeing
for our Offer from PRI's shareholders."





On 9 April 2003, Brit announced the terms of an all share offer to be made by
Brit for PRI.  The Offer will be made on the basis of 1.703 New Brit Shares for
each PRI Share to which the Offer relates.  Words and expressions which are
defined in the announcement made by Brit on 9 April 2003 of the terms of the
Offer shall have the same respective meanings in this announcement.



Prior to the announcement of the Offer Brit had received:-



-          undertakings to accept the Offer from PRI Shareholders and
other persons in respect of, in aggregate, 18,558,374 PRI Shares held or
controlled by them, representing approximately 14.28 per cent., in aggregate, of
PRI's existing issued share capital; and



-          statements of intention to accept the Offer from PRI
Shareholders and other persons in respect of, in aggregate, 68,032,243 PRI
Shares held or controlled by them (being all of the PRI Shares held or
controlled by them, including the PRI Shares in respect of which the afore-
mentioned undertakings to accept the Offer have been given), representing
approximately 52.33 per cent., in aggregate, of PRI's existing issued share
capital.



Brit has received further undertakings to accept the Offer from PRI Shareholders
and other persons in respect of, in aggregate, 19,500,000 PRI Shares held or
controlled by them, representing 15 per cent., in aggregate, of PRI's existing
issued share capital.  All of the PRI Shares in respect of which such further
undertakings have been given are PRI Shares in respect of which the
aforementioned statements of intention to accept the Offer had already been
given.



These further undertakings will, at the option of the relevant donor, cease to
be binding if an improved offer or proposed offer for PRI  is announced, the
making of which is not subject to any pre-condition.



One of the donors, whose undertaking is in respect of 6,524,056 PRI Shares, has
agreed that any such improved offer must, in the case of a cash offer, be at a
cash price per PRI Share of greater than 110 per cent. of the Offer price and,
in the case of an offer which contains a share or other non-cash element must be
at an equivalent value per PRI Share of greater than 120 per cent. of the Offer
price, provided that any such non-cash element must consist of a security which
is, or will on its issue be, listed or quoted on the Official List or equivalent
main market in the United States, France or Germany.  The other donor, whose
undertaking is in respect of 12,957,944 PRI Shares, can decide what, in its
reasonable opinion, represents an improvement to the terms of the Offer but has
confirmed that by way of illustration it would regard the above as such an
improvement.  The number of PRI Shares to which this second undertaking relates
may be reduced if an underlying client of the donor has terminated the donor's
professional relationship (in circumstances where such client is not bound to
honour the donor's pre-existing obligations or undertakings in respect of PRI
Shares) by the number of PRI Shares which the donor held or controlled on behalf
of such client.



Brit has also received further statements of intention to accept the Offer in
respect of, in aggregate, 7,772,235 PRI Shares representing approximately 5.98
per cent., in aggregate, of PRI's existing issued share capital.



Brit is the registered holder and beneficial owner of 811,215 PRI Shares,
representing approximately 0.62 per cent. of PRI's existing share capital.
These PRI Shares, when aggregated with the PRI Shares in respect of which Brit
has now received undertakings and written statements of intention to accept the
Offer, amount to 76,615,693 PRI Shares, representing approximately 58.93 per
cent., in aggregate, of PRI's existing issued share capital.





Enquiries:



Numis Securities                                Tel:  [phone]
(Financial Adviser to Brit)
Oliver Hemsley


Haggie Financial                                  Tel:  [phone]
(Public Relations Adviser to Brit)
David Haggie
Peter Rigby



The Brit Directors accept responsibility for the information contained in this
announcement.  To the best of the knowledge and belief of the Brit Directors
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.



Numis Securities Limited, which is regulated by the Financial Services
Authority, is acting for Brit and no one else in connection with the Offer and
will not be responsible to anyone other than Brit for providing the protections
afforded to customers of Numis Securities Limited nor for providing advice in
relation to the Offer or in relation to the contents of this document or any
transaction or arrangement referred to herein.


                                   -  Ends  -



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