Placing

Berkeley Berry Birch PLC
30 September 2002

For publication in the United Kingdom only. Not for release, publication or
distribution in or into or from the United States of America, Canada, Australia,
South Africa, the Republic of Ireland  and Japan.



30 September 2002



Berkeley Berry Birch plc to raise £20 million to fund acquisitions



Berkeley Berry Birch plc ('BBB'), one of the UK's largest financial services
distribution groups, today announces a £20 million placing of new ordinary
shares to enable, inter alia, the Group to acquire a mix of National and
Regional IFA firms and complete the development of the infrastructure required
to support the resulting enlarged Group.



Highlights:



•         BBB proposes to raise £19.05 million, net of expenses, by way of a
placing of 27,027,028 New Ordinary Shares at 74 pence per New Ordinary Share.



•         Capital raised from new and existing institutional investors



•         Fully underwritten by Numis Securities Limited



•         Up to £16.2 million of the placing proceeds to fund the Group's
acquisition strategy



•         £2.8 million to upgrade the Group's existing hardware infrastructure
and acquire a new integrated back-office software solution



•         BBB is currently in discussions with two National IFA firms and four
Regional IFA firms which may or may not result in the acquisition of one or more
of these businesses



•         The Placing is conditional, inter alia, on the passing of Resolutions
at the EGM on 23 October



•         Turnover for the five months to 31 August 2002 was £21.5 million
(2001: £20.1 million)





Commenting on the placing, Clifford Lockyer, Group Chief Executive Officer of
BBB said:



'Following the successful reverse acquisition of Berry Birch & Noble by Berkeley
Financial in January this year, the placing is the next stage in our strategy to
become the UK's premier financial services distribution group for higher value
customers.



'The IFA sector is undergoing rapid consolidation and we are well positioned to
act as a consolidator. We are delighted with the support extended to us by the
institutions and Product Providers in this placing which will enable us to
capitalise on the opportunities before us.'



For further information please contact:



Berkeley Berry Birch plc
Stephen Ingledew, Group Deputy Chief Executive               07774 185 779
Craig Butcher, Group Finance Director                        07968 486 750



Citigate Dewe Rogerson                            
Patrick Toyne Sewell / Fiona Bradshaw                        020 7638 9571
Numis Securities Ltd
Niall Devins                                                 020 7776 1500





None of the Existing Ordinary Shares or the New Ordinary Shares have been, nor
will be, registered in the United States under the United States Securities Act
of 1933, as amended, or under the securities laws of any state of the United
States or the securities laws of any province or territory of Canada, Australia,
South Africa, the Republic of Ireland or Japan and they may not, subject to
certain exceptions, be offered or sold directly or indirectly within the United
States, Canada, Australia, South Africa, the Republic of Ireland or Japan.
Accordingly, this announcement which does not constitute an offer to sell or
issue or the solicitation of an offer to buy or subscribe for Ordinary Shares in
any jurisdiction in which such offer or solicitation is unlawful, is not being
made and must not be sent, directly or indirectly, in or into or by use of the
mail or by any means or instrumentality (including, without limitation,
facsimile, electronic transmission, telex or telephone or interstate of foreign
commerce, or any facility of a national securities exchange of the United
States, Canada, Australia, South Africa, the Republic of Ireland or Japan.



Numis Securities Limited, which is regulated by the Financial Services Authority
Limited, is acting as sponsor, financial adviser and broker solely to Berkeley
Berry Birch plc in connection with the Placing and will not be responsible to
anyone other than Berkeley Berry Birch plc for providing the protections
afforded to customers of Numis Securities Limited, or for providing advice in
relation to the Placing, or the contents of this announcement.



The directors of Berkeley Berry Birch plc are the persons responsible for the
information contained in this announcement.  To the best of the knowledge and
belief of the Directors (who have 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.



The above summary should be read in conjunction with the full text of the
announcement which follows.





For publication in the United Kingdom only. Not for release, publication or
distribution in or into or from the United States of America, Canada, Australia,
South Africa, the Republic of Ireland  and Japan. Please refer to the
definitions at the end of this announcement.



Berkeley Berry Birch plc



Placing to raise £20 million and notice of Extraordinary General Meeting



The Company announces today that it is proposing to raise approximately £19
million, net of expenses, by way of a placing of 27,027,028 New Ordinary Shares
at a price of 74 pence per New Ordinary Share. The Placing has been fully
underwritten by Numis Securities Limited and is conditional upon, inter alia,
Shareholder approval which will be sought at an Extraordinary General Meeting to
be held on 23 October 2002.



Background information



The Group is a national financial services distribution group, listed on the
official list of the UKLA and traded on the London Stock Exchange, which was
created in January 2002 by the Reverse Acquisition. This transaction allowed the
Group to strengthen significantly its financial position and its strategic
position within its target markets. BBB is amongst the ten largest IFA groups in
the UK with more than 630 RIs.  Berkeley's turnover for the year ended 31 March
2002 was £41.1 million and the BBN Group's turnover for the 14 month period
ended on 31 March 2002 was £13.6 million.



The Group's principal trading subsidiaries are BIA, BBNFS, BBNT and BBNIB. BIA
is one of the top ten largest Networks in the UK by number of RIs. It services
Member Firms that provide financial planning advice primarily to high net worth
individuals and corporate financial planning advice and associated services to
businesses. BBNFS is a National IFA Firm providing financial planning advice and
associated services to individual customers. BBNT provides pension advice and
consultancy services in respect of pension schemes, to businesses. BBNIB is an
insurance broker and the majority of its income is derived from personal lines
insurance business.



Market consolidation



The financial services market place has in recent years been the focus of
considerable attention as evidenced by the Pensions Review. This industry-wide
issue has had widespread implications for the IFA sector and has resulted in
significant additional cost to market participants. The introduction of FSMA in
December 2001 has also placed a greater regulatory burden on market participants
which, in turn, has had further cost implications. The advent of new products,
such as stakeholder pensions, has resulted in further pressure on margins and
additional pressure to achieve greater economies of scale. These factors
combined have resulted in a trend in latter years towards industry consolidation
as IFA Firms have found it increasingly difficult to cope with such additional
cost and regulatory burdens.



The Directors believe that the trend towards sector consolidation is set to
continue and will be further driven by proposed regulatory changes, particularly
CP 121, which was published by the FSA in January 2002. This paper includes
proposals which would, inter alia, enable IFA Firms to become distributor or ''
multi-tied'' firms thereby enabling them to market products from a selected
panel of Product Providers.



Implementation of these proposals would, the Directors believe, inevitably
result in Product Providers developing closer relationships with larger IFA
Firms in an attempt to secure their route to market. Product Providers have
already started to align themselves with such firms. In anticipation of
multi-tied agency arrangements, BBB already includes, amongst its shareholders,
a number of major Product Providers. All of these will increase their
shareholdings through the Placing which will also see the introduction of a new
Product Provider shareholder.



If, as is anticipated, sector consolidation continues apace and the number of
IFA Firms reduces accordingly, the IFA sector should benefit from the
anticipated efficiencies of greater consolidation. The Directors believe that
the remaining larger IFA Firms would be well positioned to encourage the
development of more efficient business processes in conjunction with aligned
Product Providers. The Directors also believe that there is significant scope
for efficiencies through greater use of technology, resulting, inter alia, in
automated workflows between Product Providers and IFA Firms. Such improved
business processes should, in turn, lead to improved margins for IFA Firms.



In addition to potential economies arising from improved business processes, the
Directors further believe that the remaining IFA Firms will benefit from
increased levels of business with aligned Product Providers.  Such increased
business levels should result in improved margins for both IFA Firms and Product
Providers.  As Product Providers strive to maximise the potential of their
relationships with particular IFA groups they should benefit from reduced
distribution costs, as a greater proportion of business flows through a smaller
number of aligned IFA Firms. The IFA Firms should, in turn, benefit from
improved business terms as a result of increased volumes. The Directors of BBB
also believe that, as consolidation continues, further economies of scale can be
achieved through the integration of acquired IFA Firms using BBBGSS, the Group's
back office and support operation which supports all the Group's distribution
companies.



BBB, already one of the ten largest IFA groups in the UK, has a sound capital
base, an established multi-channel distribution capability, a recognised name,
an established market presence, a senior management team with a proven track
record and established links with Product Providers. Accordingly, the Directors
believe that BBB is well positioned to act as a consolidator in the IFA sector
and it is for this reason that the Directors wish to raise funds to acquire
selected IFA Firms which meet the Group's acquisition criteria. Following the
Placing, the Directors believe BBB will be able to take better advantage of the
benefits of consolidation.



Other growth opportunities



In June 2001 HM Treasury commissioned the Sandler Review, the remit of which was
to identify the competitive forces that drive the retail savings industry in the
UK. The review identified that there was a wider problem, particularly amongst
the less affluent, of consumer reluctance to save. Although the report did not
attempt to quantify the resultant Savings Gap, the Wyman Report concluded that
it amounted to £27 billion and that it could further extend to £33 billion as a
result of lower benefits arising from the increasing shift from defined benefit
to defined contribution pension schemes.



As regulatory proposals such as Depolarisation attempt to address at least some
of the points identified in the Sandler Review, the anticipated move towards
multi-tied agency arrangements will, the Directors believe, facilitate a
relationship with Product Providers such that a reduced number of distributors
will be well placed to advise Product Providers on the requirements of the
ultimate customers which, in turn, will enable Product Providers to tailor
products accordingly. The Directors further believe that the advent of tailored
products, developed specifically with the end user in mind, coupled with greater
transparency through regulatory change, will go some way towards addressing the
major concerns identified in the Sandler Review and should lead to greater
product sales. The Directors believe that BBB is well positioned to benefit from
these anticipated developments.



The Directors also believe that the Group is well positioned to benefit from the
findings of the Pickering Report, an independent review of the UK pensions
marketplace also commissioned by the Government.  The Pickering Report
identified, inter alia, that employers need to seek more advice on employee
benefit arrangements. The report also identified a trend away from defined
benefit pension schemes towards defined contribution pension schemes. The
Directors not only expect this trend to continue but they also believe that the
Group is well positioned to benefit from the anticipated switch and, through
BBNT, the corresponding increase in advice sought by employers.



Recent independent market research has identified demand for financial advice
from a growing section of the UK population with greater disposable income. This
section of the UK population has in recent times become known as the ''mass
affluent'' and can generally be defined as those with investable assets of
between £50,000 and £75,000. The Directors expect that the people making up this
section of the population will continue to grow and will increasingly seek
investment advice from third parties, such as IFA Firms, which should in turn
benefit the Group whose strategy is to focus on higher value customers.



Further independent research in recent times shows that the majority of savings
products in the UK are sold through IFAs. The proportion of life assurance,
pension and related savings products sold through IFAs, relative to direct sales
and direct mail, has grown steadily since 1995 from 42 per cent. of all such
products sold to 60 per cent. in 2000. The Directors believe that the trend away
from direct sales force distribution will continue over time and that, in any
event, the IFA sector is best positioned to benefit from changes that arise from
the anticipated increase in advice sought by the mass affluent.



In addition to the market-related growth opportunities outlined above, the
Directors have identified a sizeable number of IFA Firms which they believe
would be suitable for acquisition by the Group. Since the Group announced, in
May 2002, its intention to act as a market consolidator, it has, and continues
to be, in active discussions with several such firms which meet its acquisition
criteria. The Directors believe that a particular opportunity exists at this
time to grow substantially through acquisition as market conditions prove
increasingly difficult for smaller IFA Firms, as outlined in the section above
headed ''market consolidation''. The Directors believe that the Group's current
acquisition pipeline should prove more than sufficient to meet its growth
aspirations in the short to medium term.



Strategy



The Group's objective is to become the UK's premier financial services
distribution group servicing higher value customers. To achieve this objective,
the Board proposes to pursue a number of different strategies including the
acquisition of selected National IFA Firms. The Group is also planning the
acquisition of a number of Regional IFA firms with a view to establishing an IFA
Firm targeted at the ''mass affluent'', a market sector which the Directors
believe is not well served by existing distribution groups.



As mentioned above, the Directors have identified and are in discussions with a
number of both National and Regional IFA Firms which they believe would be
suitable for acquisition by the Group. The suitability of Regional IFA Firms for
acquisition is measured against a set of predetermined criteria. The main
criteria require that target IFA Firms should have a minimum turnover of £1
million, at least eight RIs, a focus on higher value customers and economies
should be deemed to be achievable. The criteria for National IFA Firms are
broadly similar but for the fact that turnover is likely to exceed £5 million
per firm.



It is the Directors' belief that the IFA sector will undergo considerable
consolidation in the next twenty-four months and it is the Directors' aim to
acquire a mix of Regional and National IFA Firms in this timeframe.  The
Directors believe, based on the Group's current acquisition pipeline, that this
is an achievable goal.



The Directors, in addition to the acquisition strategies outlined above, are
further planning to grow organically through a concerted recruitment drive to
increase substantially the number of RI's associated with the Group's existing
distribution channels. Further organic plans include the launch of a new Network
targeting IFA Firms with an average turnover in excess of £300,000. The average
turnover of existing Member Firms of the BIA Network is £152,000. The Directors
also intend to launch a new national network of firms distributing non-regulated
products.



The Directors also plan to achieve greater economies of scale through BBBGSS,
the Group's back office and support operation which supports all of the Group's
distribution companies.



Progress since January 2002



At the time of the Reverse Acquisition, Berkeley raised £10 million to support
the implementation of the first stages of the Group's strategy. Having addressed
the then capital adequacy shortfall in BBNFS, the remainder of the funds were
earmarked for working capital for the enlarged group and the facilitation of the
enlarged group's proposed growth.



Important progress has been made since January to prepare the Group for the
future. Key developments have included the substantial integration of the
Berkeley and BBN businesses and the formation of BBBGSS, a centralised back
office and support operation to support all of the Group's distribution
companies. The Directors believe that this operation is capable of supporting a
considerably larger operating group of companies which should, in turn, result
in substantial economies to the Group on integration. The Group has also adopted
new business plans for each of the distribution companies focused specifically
on high value customers and has implemented regulatory changes arising from the
introduction of FSMA, in addition to the near-completion of the Pensions Review
in line with regulatory deadlines.



Other key developments since the beginning of the year have included the
formation of BBNA in preparation for the planned acquisition of IFA Firms, the
expansion of the range of services available to IFAs to include a tax planning
offering and an arrangement to facilitate the purchase of overseas properties.
The Group has also established Direct Protect Limited, a national network of
firms distributing non-regulated financial products, and is in the process of
establishing A2O, a new IFA Network targeting IFA Firms with turnover in excess
of £300,000.



Use of proceeds



Having substantially integrated the Berkeley and BBN businesses and established
the foundations for growth, as outlined above, BBB is now seeking to raise
approximately £19 million (net of expenses) via the Placing to implement the
next stages of its strategy. The net proceeds will largely be used to acquire a
mix of National and Regional IFA Firms and to complete the development of the
infrastructure required to support the resulting enlarged group. Of the £19
million, it is anticipated that up to £2.8 million will be used to upgrade the
existing hardware infrastructure and acquire a new integrated back-office
software solution. It is anticipated that the remaining £16.2 million will be
used to fund the Group's acquisition strategy, of which approximately £1 million
would be required to fund the working capital requirements of BBNA, the Group's
newly established acquisition vehicle. The remaining £15.2 million will be used
to fund the cash consideration element of the Group's planned acquisition
programme.



Notwithstanding the above, it is possible that up to approximately £3 million of
the net proceeds identified for acquisitions could be required to support the
other working capital requirements of the Group, including the roll-out of A2O,
a recently established growth initiative within the Group. It is the Directors'
intention, however, to arrange an appropriate debt facility to meet any such
working capital requirements should they arise. Given the Group's current low
level of gearing, the Directors believe that the arrangement of such a facility
is achievable. No debt facility has been taken into account in assessing the
Group's working capital requirements nor would the absence of such a facility
impact on the Group's working capital position.



Whether or not there would be a requirement to utilise up to approximately £3
million of the net proceeds in respect of the Group's other working capital
requirements, is largely dependent on the timing and extent of the anticipated
recovery in BBNFS. To the extent that the BBNFS business achieves breakeven by
the fourth quarter of the current financial year the Directors believe that
sufficient working capital already exists within the Group to support its
continuing businesses. To the extent that the recovery in BBNFS does not occur
by this time, and corrective action had not already been taken by the Directors,
up to approximately £3 million of the net proceeds could be used largely to
continue to fund operating losses in BBNFS and the resultant capital adequacy
deficiencies. In the event that a recovery in BBNFS is not evident by the fourth
quarter of the current financial year, the Directors anticipate that they would
take the necessary corrective action by that time to ensure that sufficient
working capital was maintained within the Group to support other continuing
operations. The Directors anticipate that, following the commencement of
corrective action, BBNFS could be returned to at worst a cash neutral position
within approximately three months, by which time previously recruited RIs should
have achieved monthly target revenue levels.



The Group is currently in discussions with several IFA Firms which may or may
not result in the acquisition of one or more of such businesses. Indicative
proposals to acquire one National IFA firm with turnover of less than £10
million and four Regional IFA Firms have been issued. The aggregate turnover of
these five firms, based on latest available financial information, is
approximately £12 million.



In any given case there will be individual factors which will need to be taken
into account when deciding upon an acquisition strategy and the balance between
cash and share consideration to be offered or agreed.  The maximum consideration
payable in respect of the five indicative proposals referred to above would be
£16.85 million. Maximum consideration would only become payable in respect of
any of the offeree companies on the achievement of pre-determined levels of
profitability over the earn-out period. Of the maximum consideration, on average
46.5 per cent. would be payable in cash and 53.5 per cent. satisfied by the
issue of new Ordinary Shares. In all cases an earn out period of 2 or 3 years
exists. On average, only 23.1 per cent. of the total consideration is offered in
cash as initial consideration. On average 60.3 per cent. of the total
consideration is contained within the deferred consideration payable within the
earn out period. The Company has reserved the right, at its sole discretion, to
settle all or part of the share element of total consideration for cash. In each
case, the valuation underlying the indicative proposals has been based upon the
underlying profitability of the target business.



The Directors recognise that opportunities may arise to acquire IFA Firms that
are of significant size and/or type that may require variation of the above
approach. Indeed, the Group is also in discussions with and has issued an
indicative proposal to acquire a National IFA Firm with annual turnover in
excess of £10 million.  The indicative terms are for a combination of cash and
shares with the majority of the consideration payable in shares. As for the
other potential acquisitions referred to above it is too early to indicate the
likely outcome of these discussions.



The table below shows the split of IFA Firms as at 10 September 2002 by turnover
which gives an indication of the scope for further sector consolidation.


Annual Turnover                                              No. of IFA Firms
Turnover greater than £5 million                                          102
Turnover of between £1 million and £5 million                             422
Turnover of between £500,000 and £1 million                               708

Source:  Matrix-Data





Current trading



Since the Reverse Acquisition in January 2002, considerable progress has been
made in integrating the businesses of BBN and Berkeley. The Group recently
announced an operating loss for the 14 months ended 31 March 2002 of £1.9
million before amortisation. This loss was against a turnover of £24.9 million,
which represented an increase of 131 per cent. over the year ended 31 January
2001. Berkeley's turnover for the year ended 31 March 2002 was approximately
£41.1 million and BBN's turnover for the 14 month period ended 31 March 2002 was
approximately £13.6 million.



These results must be considered in light of the fact that the Group has made
considerable investment and progress in building an infrastructure for its
future anticipated growth. This investment has had an impact on the short term
profitability of the Group and it is anticipated that its ongoing programme of
investment in people and infrastructure will continue to impact profitability in
the short term.



Despite the fact that current market conditions are more difficult than those
experienced during the same period last year, the Group is pleased with trading
in the current financial year to date. Turnover  (unaudited) for the five months
ended 31 August 2002 was £21.5 million, compared to £20.1 million for the
combined Berkeley and BBN groups for the corresponding period last year. This
has been achieved against a background of depressed equity markets, which the
Directors believe is continuing to affect the level of investment undertaken by
customers of the Group. This trend, although not evident in the earlier part of
the financial year ended 31 March 2002, was noticeable in the final quarter of
that financial year. The number of Group RIs as at 31 August 2002 was 645,
compared to 633 at 31 March 2002, the Group's financial year end. Whilst the
Group completed the recruitment of 49 RIs during this period, the departure of a
Member Firm from the BIA Network resulted in the loss of 37 Group RIs.



The Directors believe that the programme of continued investment, coupled with
the poor performance of equity markets in recent times will contribute to a
delay in the Group's return to operating profitability, which is now expected to
be achieved in the first part of the financial year commencing 1 April 2003. The
main factor affecting the Group's expected return to operating profitability is
the performance of BBNFS.  Since the Reverse Acquisition, the Directors and
management have devoted considerable time and resources to the turnaround of
BBNFS which had been experiencing severe operational difficulties. Since that
time the Directors have initiated and begun to implement a programme of change
in the Group, particularly in BBNFS. This programme has centred on building a
sales infrastructure in BBNFS to produce increased revenue. This has led to
numerous management changes, the adoption of new working practices and has
included the recruitment of 40 new RI's since 31 March 2002. In addition, a
number of new operational and financial procedures and controls have been
adopted.



In order to make BBNFS successful, the Directors believe that it needs to
achieve a certain critical mass and that commissions generated by RIs need to be
increased to more closely reflect per capita industry averages. The Directors
believe that BBNFS, which currently employs approximately 94 RIs, will reach its
critical mass once approximately 100 RIs are in place. Allowing for a three
month time lag before new RIs generate target per capita revenues, the Directors
believe that BBNFS will have reached its critical mass and operating breakeven
by the end of the current financial year.



Since January, the Group has established BBNA, the Group's acquisition vehicle,
A2O, a new Network targeting IFA Firms with turnover in excess of £300,000 and
Direct Protect Limited, a national network of firms distributing non-regulated
financial products. These new initiatives, which are currently contributing
further to Group operating losses, are also anticipated to achieve operating
breakeven by the end of the current financial year.



Despite the factors affecting current performance outlined above, the Directors
are confident of the Group's prospects for the future and that the Group is well
positioned to take advantage of anticipated future developments as they arise.
The Directors are also confident of further industry consolidation and of the
Group's involvement as a consolidator. They also believe that, once fully
integrated, an enlarged group will benefit from economies of scale and from the
anticipated increase in the level of investment activity as investor confidence
returns and investors move to close the Savings Gap.



Capital Adequacy



An audit of the capital adequacy position of certain Group companies as at 31
March 2002 was carried out in accordance with FSA requirements. The audit
covered both BBNFS and BIA, the two Group companies which are FSA registered.



The audit report for BIA concluded that its resources were insufficient to meet
its financial resources requirement at that date. As at 31 March 2002 there was
a net current asset deficit of £531,388 compared to the £1 surplus required by
Rule 13.11 of the Interim Prudential Sourcebook for Investment Firms, (''IPRU
INV'') and an adjusted capital deficit of £1,040,603 under Rule 13.12 IPRU INV.
The adjusted capital deficit is arrived at after the deduction of three months
expenses (adjusted for certain items such as directors emoluments, commissions
and exceptional items) from adjusted shareholders funds (shareholders funds as
reduced by fixed assets).



However, following the establishment of BBBGSS in June 2002, which has resulted
in the transfer of certain centralised Group overheads from BIA to BBBGSS, the
Directors have undertaken that the net current asset deficit which arose at 31
March 2002 and any subsequent deficit will be reversed by 30 September 2002 by a
combination of improved profitability and the injection of new capital from the
Groups existing resources to the extent required.



BBNFS also had a capital adequacy shortfall with insufficient resources to meet
the firm's financial resources requirement at 31 March 2002. The net current
asset deficit at that time stood at £1,903,934 compared to the £1 required by
Rule 13.11 IPRU INV.



The Directors have similarly undertaken that this and any further deficit that
may arise since 31 March 2002 will also be rectified by 30 September 2002 by the
injection of new capital from the Group's existing resources.



Notwithstanding the above, it is anticipated that BBNFS will require further
capitalisation in the short term in order to cover capital adequacy deficits
arising from operating losses generated prior to BBNFS' return to operating
profitability which is anticipated to occur in the first quarter of the
financial year commencing 1 April 2003. This further funding has been taken into
account in arriving at the Group's projected working capital requirements, as
set out in greater detail in the ''Use of Proceeds'' section above.



Details of the Placing



The Company is proposing to raise approximately £20 million (approximately £19
million net of expenses) by way of the Placing of 20,027,028 New Ordinary
Shares. The Placing has been fully underwritten by Numis Securities. The New
Ordinary Shares will, upon Admission, rank pari passu, in all respects with the
Existing Ordinary Shares. The Placing Agreement is conditional, inter alia, on
the passing of certain Resolutions at the EGM and on Admission.



Proposed adoption of the BBB Plan



The Company has adopted various option and incentive arrangements in which
participation is at the discretion of the Directors, being the Berry Birch Noble
Executive Share Option Plan, the Berry Birch & Noble Enterprise Management
Incentive Plan and the Berry Birch & Noble Company Share Option Plan.  The
Directors believe that the continuing success of the Company is dependent to a
significant degree on the recruitment and motivation of staff. The Directors
further believe that share incentive arrangements are a key feature in enabling
the Company to increase its capacity to reward and to retain employees and are
committed to encouraging wider employee share ownership. The Board believes that
the adoption of a new share option plan, the BBB Plan, based on the advantageous
tax regime provided by the Finance Act 2000, would contribute materially to the
fulfillment of these objectives.  The BBB Plan has been submitted to the Inland
Revenue for outline approval under Schedule 8 to the Finance Act 2000 and,
should the requisite Resolution be passed at the EGM, will be submitted for
formal approval in due course.



Changes to the Board



As announced in the Company's preliminary results statement dated 29 July 2002,
Sir Jeremy Black, the current Chairman, is proposing to step down as
non-executive chairman towards the end of the year. As the only current
independent director it is intended that he will be replaced by a new
non-executive chairman who will be supported by a new team of independent
non-executive directors. Indeed the Company is currently actively engaged in
identifying and recruiting suitable individuals whose experience and skills will
contribute to the development of the Group going forward. It is anticipated that
this process will be complete by the end of the current calendar year.



Dividends



The payment of dividends, as stated in the circular to shareholders dated 7
December 2001, will depend on the Group's financial performance, cash
requirements, future prospects, profits available for distribution and other
factors deemed relevant at the time. After taking these factors into account,
the Directors have not declared a dividend for the period ended 31 March 2002.





NOTES



Additional Information on the Berkeley Berry Birch Group



Below is a brief description of the principal activities of the principal
trading companies of the Berkeley Berry Birch Group.



Berkeley Independent Advisers Limited



BIA was established in 1992 and is one of the top ten largest IFA Networks in
the UK by number of RIs. Turnover for the year ended 31 March 2002 was £41.1
million. The Member Firms of the BIA Network primarily provide financial advice
to high net worth individuals and businesses. The BIA Network currently
comprises approximately 270 IFA Firms which, in turn, collectively employ or
contract the services of approximately 550 RIs.



The services that BIA offers to its Network Members include:



•         compliance and regulatory support;



•         centralised new business administration;



•         technical resources and information technology support;



•         product discounts and enhanced commission terms;



•         business development and marketing support;



•         sales and technical training; and



•         management and business consultancy.





Berry Birch Noble Financial Services Limited



BBNFS is an authorised independent financial adviser regulated by the FSA.
Turnover for the 14 months ended 31 March 2002 was approximately £9 million.
BBNFS provides financial planning services to employees of large companies,
clients of professional introducers and members of affinity groups. These
services include advice on, inter alia, personal budgeting and taxation
planning, life assurance, regular savings plans, short and long term school fee
planning, inheritance tax planning, mid-life and pre-retirement counselling and
financial counselling at times of bereavement and long term care.



These services are provided to clients which include employees of major
corporations including BP, Whitbread, Marks & Spencer and Reuters. BBNFS also
has business arrangements with a number of legal and accountancy firms which
recommend their clients to BBNFS for financial and investment planning advice.



Berry Birch & Noble Trustees Limited



BBNT is a fee based employee benefits consultancy which receives fees from
providing pensions and actuarial advice to businesses in respect of their
pension schemes, for example pensions consultancy for final salary schemes.
Turnover for the 14 months ended 31 March 2002 was approximately £2 million.
The company also has a specialist bankruptcy and insolvency division, which acts
as a pensions trustee in respect of company pension schemes where the firm
concerned has been placed into administration or liquidation. BBNT also provides
other services to smaller companies, such as the design and implementation of
their employee benefit and trust services.



Berry Birch & Noble Insurance Brokers Limited



BBNIB is an insurance broker with turnover of approximately £3 million for the
14 months ended 31 March 2002 and is regulated by the General Insurance
Standards Council. The business is grouped into four major business units: -
commercial, personal lines, boiler and private medical insurance schemes. The
personal lines business has grown substantially in the last few years by
concentrating on affinity connections and is now the largest part of BBNIB's
business. In addition, BBNIB provides a number of specialist marketing
initiatives including insurance for high net worth individuals, insurance to
individuals aged 50 years and older and the provision of insurance quotes
through BP's corporate intranet to BP employees.





EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Latest time and date for receipt of Forms of Proxy for                           10.30 a.m. on 21 October 2002
Extraordinary General Meeting


Time and date of Annual General Meeting                                          10.00 a.m. on 23 October 2002


Time and date of Extraordinary General Meeting                                   10.30 a.m. on 23 October 2002



Latest Date for receipt of proceeds from Placees                                               25 October 2002


Admission and commencement of dealings in New Ordinary Shares on                               25 October 2002
the Official List


CREST accounts credited for the New Ordinary Shares                                            25 October 2002


Definitive share certificates in respect of New Ordinary Shares                             By 8 November 2002
held in certificated form to be dispatched




ISSUE STATISTICS


Number of Ordinary Shares in issue prior to the Placing                                        60,258,289


Number of New Ordinary Shares subject to the Placing                                           27,027,028


Number of Ordinary Shares in issue following the Placing                                       87,285,317


Market capitalisation at the Issue Price following the Placing                                £64,591,135


Number of New Ordinary Shares as a percentage of the enlarged issued share                            31%
capital









DEFINITIONS



The following definitions apply throughout this announcement unless the context
requires otherwise:


''Admission''                       admission of the New Ordinary Shares to the Official List becoming effective
                                    in accordance with the Listing Rules and admission of such shares to trading
                                    on the London Stock Exchange


''A2O''                             Alpha to Omega UK Limited


''BBB''                             Berkeley Berry Birch plc


''BBBGSS''                          BBB Group Support Services Limited


''BBN''                             Berry Birch & Noble (a trading name of the Group)


''BBN Group''                       the Subsidiary Companies prior to the Reverse Acquisition


''BBNA''                            Berry Birch & Noble Advisers Limited


''BBNIB''                           Berry Birch & Noble Insurance Brokers Limited


''BBNFS''                           Berry Birch & Noble Financial Services Limited


''BBNT''                            Berry Birch & Noble Trustees Limited


''Berkeley''                        Berkeley Financial Services Group plc


''BIA''                             Berkeley Independent Advisers Limited


''Company'', ''BBB'' or             Berkeley Berry Birch plc (registered number 788306) of Eaton House, 1 Eaton
                                    Road, Coventry, CV1 2FJ
''Berkeley Berry Birch''


''CP 121''                          a consultative document on Depolarisation within the financial services
                                    advisory market published by the FSA in January 2002


''Depolarisation''                  proposed changes to the regime that would enable IFA Firms to sell financial
                                    products on behalf of a selected number of Product Providers. The rules
                                    currently require that IFAs be either truly independent, thereby capable of
                                    selling products of any Product Provider, or tied, thereby capable of selling
                                    only products of the one Product Provider to which they are  ''tied''


''Directors'' or ''Board''          the directors of BBB


''EGM'' or ''Extraordinary General  the extraordinary general meeting of the Company to be held on 23 October
  Meeting''                         2002


''Enlarged Share Capital''          the Existing Ordinary Shares and the New Ordinary Shares


''Existing Ordinary Shares''        the existing issued Ordinary Shares


''FSA'' or ''Regulator''            the Financial Services Authority Limited


''FSMA''                            the Financial Services and Markets Act 2000


''Group''                           the Company and its Subsidiary Companies


''IFA'' or ''Registered             an independent financial adviser, being an individual who is a registered
Individual'' or 'RI'                individual within the meaning of the rules of the FSA, who is authorised to
                                    give independent advice on regulated financial products of the Product
                                    Providers


''Issue Price''                     74p per New Ordinary Share


'National IFA Firm'                 IFA firm with an annual turnover of more than £5 million


''New Ordinary Shares''             the 27,027,028 new Ordinary Shares proposed to be issued pursuant to the
                                    Placing


''Ordinary Shares''                 ordinary shares of 10p each in the share capital of the Company


''Pickering Report''                an independent report by Alan Pickering dated 11 July 2002 and entitled ''A
                                    Simpler Way to Better Pensions''


''Placing''                         the proposed placing of 27,027,028 New Ordinary Shares with Placees at the
                                    Issue Price


''Placing Agreement''               the agreement dated 30 September 2002 between the Company and Numis
                                    Securities relating to the Placing


''Product Providers''               financial institutions, such as life assurers, banks and insurance companies,
                                    whose financial products are marketed, sold and advised upon by IFAs


 ''Regional IFA Firm''              IFA Firm with an annual turnover of up to £5 million


''Resolutions''                     the resolutions to be proposed at the EGM


''Reverse Acquisition''             the reverse acquisition of Berkeley by the Company in January 2002


''Sandler Review''                  a review commissioned by HM Treasury entitled ''Medium and Long-Term Retail
                                    Savings in the UK'' which was published in July 2002


''Savings Gap''                     the difference between current levels of savings in the UK and those needed
                                    to secure comfort in retirement


''Shareholders''                    holders of Existing Ordinary Shares


''Subsidiary Companies''            the subsidiary companies of the Company


''Wyman Report''                    a study prepared by Oliver, Wyman & Company in August 2001 commissioned by
                                    the Association of British Insurers to determine, inter alia, the Savings Gap





None of the Existing Ordinary Shares or the New Ordinary Shares have been, nor
will be, registered in the United States under the United States Securities Act
of 1933, as amended, or under the securities laws of any state of the United
States or the securities laws of any province or territory of Canada, Australia,
South Africa, the Republic of Ireland or Japan and they may not, subject to
certain exceptions, be offered or sold directly or indirectly within the United
States, Canada, Australia, South Africa, the Republic of Ireland or Japan.
Accordingly, this document which does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Ordinary Shares in any
jurisdiction in which such offer or solicitation is unlawful, is not being made
and must not be sent, directly or indirectly, in or into or by use of the mail
or by any means or instrumentality (including, without limitation, facsimile,
electronic transmission, telex or telephone or interstate of foreign commerce,
or any facility of a national securities exchange of the United States, Canada,
Australia, South Africa, the Republic of Ireland or Japan.



Numis Securities Limited, which is regulated by the Financial Services Authority
Limited, is acting as sponsor, financial adviser and broker solely to Berkeley
Berry Birch plc in connection with the Placing and will not be responsible to
anyone other than Berkeley Berry Birch plc for providing the protections
afforded to customers of Numis Securities Limited, or for providing advice in
relation to the Placing, or the contents of this document.


                      This information is provided by RNS
            The company news service from the London Stock Exchange