Response to Rensburg

Rathbone Brothers PLC
23 March 2005



23 March 2005

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

                             Rathbone Brothers Plc

           Response to the Rensburg plc announcement of 23 March 2005

The Board of Rathbone Brothers Plc ('Rathbones') notes the announcement by
Rensburg plc ('Rensburg') this morning of the terms of its proposed reverse
takeover by Carr Sheppards Crosthwaite Limited ('Carr Sheppards Crosthwaite'), a
subsidiary of Investec plc ('Investec').

Rathbones continues to believe that compelling strategic, operational and
commercial reasons for a combination of Rathbones and Rensburg exist. Rathbones
remain confident of the cultural fit, likely cost savings and the low
implementation risk of bringing these two successful businesses together and
continue to believe this would be of real benefit to the shareholders, clients
and staff of both groups.

The Board of Rathbones reconfirms its revised pre-conditional offer proposal
(the 'Revised Offer Proposal') for the entire issued share capital of Rensburg,
as previously announced on 27 February 2005 on the following terms:

For each Rensburg share:

• a fixed share exchange ratio of 0.74 new Rathbones shares (see note 1);
  and
• 50 pence in cash, by way of a special dividend declared by Rensburg in
  conjunction with the transaction.

On the basis of the closing price of Rathbones shares on 22 March 2005 of 813.5
pence, the Revised Offer Proposal, together with the proposed special dividend,
values each Rensburg share at 652 pence, a 30 per cent. premium to the price of
500 pence at which Rensburg shares were suspended on 10 December 2004. Going
forward, the exact value of the Revised Offer Proposal will vary depending on
the Rathbones share price. In addition to these terms, Rensburg shareholders
would retain their right to receive Rensburg's proposed final dividend of 12
pence per Rensburg share for the financial year ended 30 November 2004, payable
on 8 April 2005.  On 25 February 2005, the Rensburg board rejected the Revised
Offer Proposal.  The Revised Offer Proposal remains subject to certain
pre-conditions, including the recommendation of the Rensburg board (see note 2).

The Board of Rathbones continues to review its options in respect of Rensburg
and encourages Rensburg shareholders to take no action in respect of the
proposed Carr Sheppards Crosthwaite transaction. The Board of Rathbones will
make a further announcement as soon as practicable.

Enquiries

Rathbone Brothers Plc                                            020 7399 0000
Mark Powell, Chairman
Andy Pomfret, Chief Executive

Financial Dynamics                                               020 7269 7132
Ed Gascoigne-Pees                                                020 7269 7127
Andrew Waterworth

Dresdner Kleinwort Wasserstein Limited                           020 7623 8000
Christopher Baird

Hawkpoint Partners Limited                                       020 7665 4500
Charles Williams

Bridgewell Securities Limited                                    020 7003 3000
Ben Money-Coutts

This press release does not constitute an offer to sell or the solicitation of 
an offer to buy securities in any jurisdiction.  The availability of any Offer 
to persons outside the United Kingdom, if made, may be affected by the laws of 
other jurisdictions. Such persons would need to inform themselves about 
and observe any applicable requirements of those jurisdictions.

Unless Rathbones determines otherwise, any Offer will not be made, directly or 
indirectly, in or into, or by use of the mails or by any means or 
instrumentality (including, without limitation, by means of telephone, facsimile, 
telex, internet or other forms of electronic communication) of interstate or 
foreign commerce of, or by any facilities of a national securities exchange of, 
the United States, nor will any Offer be made in or into Canada, Australia or Japan 
and any Offer will not be capable of acceptance by any such use, means, 
instrumentality or facility or from within the United States, Canada, Australia 
or Japan. Accordingly, copies of this announcement and any Offer announcement or 
documents are not being, and must not be, mailed or otherwise forwarded, 
distributed or sent, in whole or in part, in, into or from, the United States, 
Canada, Australia or Japan.  Securities may not be offered or sold in the United 
States absent registration under the US Securities Act of 1933 or an exemption 
from registration.

Dresdner Kleinwort Wasserstein Limited ('DrKW'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Rathbones Brothers Plc ('Rathbones') and no one else in connection with this
matter and will not be responsible to anyone else other than Rathbones for
providing the protections afforded to customers of DrKW or for giving advice in
relation to this matter or in relation to the contents of this announcement.

Hawkpoint Partners Limited ('Hawkpoint'), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting for Rathbones
and no one else in connection with this matter and will not be responsible to
anyone else other than Rathbones for providing the protections afforded to
customers of Hawkpoint or for giving advice in relation to this matter or in
relation to the contents of this announcement.

Bridgewell Securities Limited ('Bridgewell'), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for
Rathbones and no one else in connection with this matter and will not be
responsible to anyone else other than Rathbones for providing the protections
afforded to customers of Bridgewell or for giving advice in relation to this
matter or in relation to the contents of this announcement.

Notes

1. Fractions of new Rathbones shares will not be allotted or issued.

2. Rathbones' Revised Offer Proposal was made on the basis of a number of
pre-conditions and assumptions. These included: the recommendation of the
Rensburg board; cessation of the proposed merger of Rensburg and Carr Sheppards
Crosthwaite; satisfactory completion of due diligence; and Rathbones'
shareholder approval. As stated on 14 January 2005, the Board of Rathbones
reserves the right to reconsider its requirement for any of these pre-conditions
(other than Rathbones' shareholder approval). There is no certainty that any
offer will be made.

3. Rathbones reserves the right to make any eventual offer at a price of less
than 610 pence per Rensburg share (being Rathbones' proposal of 14 January 2005)
either (i) if the Board of Rensburg recommends an offer by Rathbones at a lower
price or (ii) if another offeror announces a firm intention to make an offer at
a lower price and to vary the nature and any mix of the consideration depending
upon, inter alia, its review of the information to be supplied by Rensburg and
any discussions which are held.

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