Completion of Arrangements

RNS Number:6648S
Miller Fisher Group PLC
8 March 2002



For immediate release                                       8 March 2002


           Miller Fisher Group plc ("Miller Fisher" or "the Company")

                Completion of arrangements with Bank of Scotland


Miller Fisher, the provider of outsourcing services to the insurance and
financial services industries, announces further to the announcement made on 4
March 2002 that the subscription made by the Bank of Scotland for cumulative
redeemable convertible preference shares of 1p each in the capital of the
Company ("CRCP Shares") pursuant to the conditional agreement dated 8 February
2002 between the Company and Bank of Scotland has now completed. Accordingly,
the Bank of Scotland now holds 13.25 million CRCP Shares which, if fully
converted into Ordinary Shares at the earliest possible date (being the day
falling one month after the Miller Fisher Group's audited consolidated accounts
for the year ended 31 December 2001 are despatched to shareholders), will result
in the Bank of Scotland holding 163,728,131 Ordinary Shares (representing 49.9
per cent. of the enlarged issued ordinary share capital of the Company (ignoring
the potential exercise of existing share options and of warrants pursuant to the
Company's Executive Warrant Programme 2002 and the Warrant Agreement to be
entered into between the Company and Haalim Limited)).


The restructuring of Miller Fisher's banking arrangements with the Bank of
Scotland has also completed. As summarised in the circular to shareholders dated
8 February 2002, the restructured facilities comprise a term facility repayable
over five years, a bridging facility repayable after twelve months and two weeks
and a working capital facility repayable on demand.


Since the Model Code for directors' share dealings adopted by the Company
currently prevents the grant of warrants to directors, the warrants under the
Management Incentive Arrangements described in the circular to shareholders
dated 8 February 2002 will not be granted until after the preliminary
announcement of the Group's results for the year ended 31 December 2001. The
Bank of Scotland has agreed with Messrs. Horton and Anderson and Haalim Limited
that it will not accept or agree to accept any offer for any or all of its CRCP
Shares (or any Ordinary Shares arising on their conversion) until such time as
Messrs. Horton and Anderson have been granted warrants to subscribe for 6.5
million and 6 million Ordinary Shares respectively under the terms of the Miller
Fisher Group plc Executive Warrant Programme 2002 and Haalim Limited has been
granted a warrant to subscribe for 7.5 million Ordinary Shares pursuant to the
Warrant Agreement to be entered into between the Company and Haalim Limited,
provided that such warrants are granted on or before 30 April 2002.


As stated in the announcement on 8 February 2002, the Directors believe that
there are opportunities to develop further Miller Fisher's business and that the
issue of the CRCP Shares will now enable the Company to achieve a sound
financial base and will better position the Company for future development.


For further information, please contact:

Miller Fisher                                  020 7398 8700
Malcolm Hughes, Chief Executive
Richard Horton, Finance Director

HSBC Investment Bank plc                       020 7336 9000
Andrew Galloway                         
Nick Donald

Grandfield                                     020 7417 4170
Clare Abbot
Laura Foster

                                    End


This announcement has been prepared for information purposes only and is not to
be relied upon in substitution for the exercise of independent judgement. It is
not intended as investment advice, and under no circumstances is it to be used
or considered as an offer to sell, or a solicitation of an offer to purchase,
any securities nor a recommendation to enter into any transaction; nor shall it
or any part of it form the basis of or be relied on in connection with any
contract or commitment whatsoever.


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