Offer Update

Personal Group Holdings PLC
07 January 2005

7 January 2005



Not for release, publication or distribution in or into or from the United
States, Canada, Australia, Republic of Ireland or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction



                          PERSONAL GROUP HOLDINGS PLC

                      RECOMMENDED CASH OFFER (THE 'OFFER')

                                       BY

                               DURLACHER LIMITED

                                  ON BEHALF OF

                PERSONAL GROUP HOLDINGS PLC ('PERSONAL GROUP ')

                                      FOR

                 BERKELEY MORGAN GROUP PLC ('BERKELEY MORGAN ')

                 OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES



Personal Group announces that the Offer has become unconditional as to
acceptances. As at 3.00 pm on 6 January 2005, valid acceptances had been
received in respect of a total of 10,878,105 Berkeley Morgan Shares,
representing approximately 93 per cent. of Berkeley Morgan's issued share
capital.

Commenting on the announcement, Christopher Johnston, Chairman of Personal
Group, said:

'We're delighted by the speed with which the Offer has been accepted by Berkeley
Morgan Shareholders. We believe that by combining Berkeley Morgan's business
with that of Personal Group we will create a strong and resilient business.'



The Offer

As at 3.00 pm on 6 January 2005, valid acceptances had been received in respect
of a total of 10,878,105 Berkeley Morgan Shares, representing approximately 93
per cent. of Berkeley Morgan's issued share capital.

As disclosed in the announcement of the Offer dated 10 December 2004, Personal
Group had received irrevocable undertakings to accept the Offer from certain
Berkeley Morgan Shareholders and the Berkeley Morgan Directors, holding, in
aggregate, 9,120,681 Berkeley Morgan Shares representing approximately 78 per
cent. of Berkeley Morgan's issued share capital.

As valid acceptances of the Offer have been received in respect of more than 90
per cent. in value of Berkeley Morgan Shares to which the Offer relates,
Personal Group is 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 Berkeley Morgan Shares in respect of which valid acceptances have
not been received.

The Offer will remain open for acceptance until 3.00 pm on 21 January 2004. 
Berkeley Morgan Shareholders who have not already done so are urged to accept
the Offer as soon as possible rather than wait for their Berkeley Morgan Shares
to be compulsorily acquired by Personal Group.


Application will be made for the cancellation of the trading of Berkeley Morgan
shares on OFEX. It is anticipated that cancellation of Berkeley Morgan's
admission to trading will take effect no earlier than the expiry of 15 business
days after 7 January 2005.





Berkeley Morgan Option Holders



Personal Group will shortly be writing to the holders of options over Berkeley
Morgan Shares with appropriate proposals in relation to these options.





Berkeley Morgan Shareholders who have not yet accepted the Offer



Berkeley Morgan Shareholders who have not yet accepted the Offer are urged to
complete and return their Form of Acceptance (and supporting documents) as soon
as possible. Additional Forms of Acceptance are available from Capita IRG Plc on
telephone number 0870 162 3121 or, from outside the UK, [phone].



Terms defined in the offer document relating to the Offer dated 16 December
2004, have the same meaning in this press release unless the context otherwise
requires.



Enquiries:
Christopher Johnston, Chairman
John Barber, Financial Director
Personal Group Holdings Plc                                 01908 605000

Jonathan Retter/Marcus Jackson
Durlacher Limited                                           020 7459 3600


Durlacher, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Personal Group and no-one else in
connection with the Offer and will not be responsible to anyone other than
Personal Group for providing the protections afforded to clients of Durlacher
nor for providing advice in relation to the Offer or in relation to the contents
of this announcement or any matter referred to herein.



The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia, the
Republic of Ireland or Japan or by use of the mails of or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or e-mail) of interstate or foreign commerce of, or any facilities of
a national securities exchange of, any of these jurisdictions and doing so may
render invalid any purported acceptance of the Offer. Accordingly, copies of
this announcement and any other document relating to the Offer are not being,
and must not be, marked or otherwise distributed or sent in or into the United
States, Canada, Australia, the Republic of Ireland or Japan. Any person
(including, without limitation, custodians, nominees and trustees) who may have
contractual or legal obligations, or may otherwise intend, to forward this
announcement to any jurisdiction outside the United Kingdom should read the
relevant provisions of the Offer Document before taking any action.



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are (or who are nominees, custodians or trustees for) citizens,
nationals or residents of countries outside the United Kingdom should inform
themselves about and observe any applicable legal or regulatory requirements in
relation to this announcement and the Offer.



This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase any securities.



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