EGM Statement

RNS Number:5942L
Marlborough Stirling PLC
15 October 2001



  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                         CANADA, AUSTRALIA OR JAPAN.

                                                               15 October 2001


                           MARLBOROUGH STIRLING PLC

                           ("MARLBOROUGH STIRLING")

                         ____________________________


                              RECOMMENDED OFFER

                                     FOR

                            EXCHANGE FS GROUP PLC

                               ("EXCHANGE FS")


On 19 September 2001, and as set out formally in the Offer Document dated 21
September 2001, it was announced that the boards of Marlborough Stirling and
Exchange FS had reached agreement on the terms of a recommended offer, to be
made by UBS Warburg on behalf of Marlborough Stirling, for the whole of the
issued and to be issued share capital of Exchange FS.


The Offer was conditional, inter alia, on the passing of any necessary
resolution(s) at an Extraordinary General Meeting of Marlborough Stirling.
Marlborough Stirling announces that at the Extraordinary General Meeting held
earlier today both of the resolutions proposed were passed.


Terms defined in the Offer Document have the same meaning in this press
release unless the context requires otherwise.



Enquiries:
MARLBOROUGH STIRLING


Graham Coxell, Chief Executive

David Gales, Finance Director

Phone: [phone]

UBS WARBURG


Alexander Wilmot-Sitwell

Colin Christie

Phone: [phone]


CITIGATE DEWE ROGERSON


Toby Mountford

Sebastian Hoyle

Phone: [phone]


The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan. Accordingly, copies of this announcement are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from the United States, Canada, Australia or
Japan and persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in or
into or from the United States, Canada, Australia or Japan. Doing so may
render invalid any purported acceptance of the Offer. The availability of the
Offer to persons who are not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions. Persons who are not resident in the
United Kingdom should inform themselves about and observe any applicable
requirements.


The new Marlborough Stirling Shares and the Loan Notes have not been, nor will
they be, registered under the US Securities Act or under the securities laws
of any state of the United States; the relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and neither the new Marlborough Stirling Shares nor the Loan Notes
have been, nor will they be, registered under or offered in compliance with
applicable securities laws of any state, province, territory or jurisdiction
of Canada, Australia or Japan. Accordingly, neither the new Marlborough
Stirling Shares nor the Loan Notes may (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant
laws of, or require registration thereof in, such jurisdiction or to, or for
the account or benefit of, any United States, Canadian, Australian or Japanese
person.


UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting for
Marlborough Stirling and no one else in connection with the Offer and will not
be responsible to anyone other than Marlborough Stirling for providing the
protections afforded to customers of UBS Warburg Ltd. nor for giving advice in
relation to the Offer.