Offer Wholly Unconditional

RNS Number:4587M
Marlborough Stirling PLC
1 November 2001

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



                                                               1 November 2001



                           MARLBOROUGH STIRLING PLC

                           ("Marlborough Stirling")

                         ____________________________

                              RECOMMENDED OFFER

                                     FOR

                            EXCHANGE FS GROUP PLC

                               ("Exchange FS")



On 15 October 2001 the board of Marlborough Stirling announced that the Offer
had become unconditional as to acceptances following receipt by it of valid
acceptances in respect of 282,899,867 Exchange FS Shares (representing
approximately 90.4 per cent. of the issued share capital of Exchange FS).

All conditions to the Offer have now either been satisfied or waived, subject
only to the admission of the new Marlborough Stirling Shares to the Official
List of the UK Listing Authority and to trading on the London Stock Exchange
becoming effective ("Admission"). Accordingly the Offer is declared
unconditional in all respects subject only to such Admission which is expected
to become effective at 8.00 a.m. today. The Offer will remain open until
further notice.

Consideration

Pursuant to the receipt of acceptances which are valid and complete in all
respects, the consideration payable to accepting Exchange FS Shareholders will
be despatched by no later than 15 November 2001.

Acceptances

By 3.00pm on 31 October 2001, valid acceptances of the Offer complete in all
respects, had been received in respect of a total of 299,050,904 Exchange FS
Shares (representing approximately 95.6 per cent. of the issued share capital
of Exchange FS).

Mix and Match Election

The Mix and Match Facility was closed on 12 October 2001. Valid elections for
additional new Marlborough Stirling Shares under the Mix and Match Facility
have been made in respect of 14,652,709 Exchange FS Shares (representing
approximately 4.7 per cent. of the issued share capital of Exchange FS) and
valid elections for additional cash have been made in respect of 27,043,298
Exchange FS Shares (representing approximately 8.6 per cent. of the issued
share capital of Exchange FS).

Valid elections under the Mix and Match Facility for additional new
Marlborough Stirling Shares will be satisfied in full. Valid elections under
the Mix and Match Facility for additional cash have been scaled down pro rata.
Exchange FS Shareholders who have made such an election will be entitled to
receive 0.76069 of a new Marlborough Stirling Share and 77.09 pence in cash
for every seven Exchange FS Shares in respect of which they have made an
election. This compares with a basic entitlement of 0.93926 of a new
Marlborough Stirling Share and 50 pence in cash for every seven Exchange FS
Shares.

Compulsory Acquisition and Delisting

Marlborough Stirling is now entitled to exercise its rights pursuant to
sections 428 to 430F of the Companies Act 1985 (the "Act") to compulsorily
acquire all of the outstanding Exchange FS Shares in respect of which valid
acceptances have not been received and is today posting the requisite notices
pursuant to section 429 of the Act in exercise of such rights. A mix and match
facility will be made available to holders of Exchange FS Shares to whom such
notices are addressed. In addition, Marlborough Stirling intends to procure
that Exchange FS applies to the UK Listing Authority for Exchange FS Shares to
be delisted in due course.

Appointment to the Board of Marlborough Stirling

As stated in the announcement dated 19 September 2001 and following the Offer
becoming unconditional in all respects, Ges Whitmore has been appointed to the
board of Marlborough Stirling as Group Development Director.

Further Information

The directors of Exchange FS (and certain of their connected persons), certain
management of Exchange FS and Apax irrevocably undertook to accept the Offer
in respect of a total of 175,224,533 Exchange FS Shares representing
approximately 56 per cent. of the issued share capital of Exchange FS.

Anthony Klim, a director of Marlborough Stirling, held 600 Exchange FS Shares
prior to the Offer Period representing 0.0001917 per cent. of the issued share
capital of Exchange FS.

Acceptances in respect of these Exchange FS Shares are included in the
acceptances referred to above.

Save as set out above neither Marlborough Stirling, nor any of the directors
of Marlborough Stirling, nor any party acting in concert with Marlborough
Stirling, owned any Exchange FS Shares or rights over Exchange FS Shares prior
to the Offer Period nor have they acquired or agreed to acquire any Exchange
FS Shares or rights over Exchange FS Shares during the Offer Period, other
than by way of acceptances of the Offer.

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

Alex Brown

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.