Rec. Offer by Close Bros -Pt1

REA BROTHERS GROUP PLC
21 July 1999


Part 1

                Not for release, distribution or publication
               in or into the USA, Canada, Australia or Japan

                 Close Brothers Group plc ('Close Brothers')
                                      
                                      
       Recommended Offer for Rea Brothers Group plc ('Rea Brothers'),
            profit forecast for the year ending 31 July 1999 and
             Share Placing to raise approximately £45.0 million

*    The  boards of Close Brothers and Rea Brothers today announce that  they
     have  agreed  terms for a recommended offer to be made by  Schroders  on
     behalf  of  Close Brothers for the entire issued and to be issued  share
     capital of Rea Brothers

*    The  Offer  is  either  95p in cash per Rea Brothers  Share  (the  'Cash
     Offer')  or  1  New Close Brothers Offer Share for every 8 Rea  Brothers
     Shares  (the  'Share Offer').  The Share Offer values each Rea  Brothers
     Share  at  approximately 95.9 pence, based on the closing  middle-market
     quotation  of 767.5 pence per Close Brothers Share on 20 July 1999,  the
     last dealing day prior to this announcement

*    The  Cash  Offer,  which  is  to be financed from  Close  Brothers'  own
     resources, represents a premium of approximately 65.2 per cent.  to  the
     closing middle-market quotation of 57.5 pence per Rea Brothers Share  on
     20  July  1999,  the  last dealing day prior to this  announcement,  and
     values   Rea   Brothers'  current  issued  ordinary  share  capital   at
     approximately £46.9 million

*    Close  Brothers  has  received irrevocable  undertakings  to  accept  or
     procure   acceptance  of  the  Offer  from  Rea  Brothers  Shareholders,
     including Rea Brothers Directors, holding, in aggregate, 25,850,873  Rea
     Brothers  Shares  representing 52.3 per cent. of Rea  Brothers'  current
     issued  share  capital.  Of these irrevocable undertakings,  holders  of
     18,401,440  Rea  Brothers Shares, representing 37.2  per  cent.  of  Rea
     Brothers'  current issued share capital, have committed  to  accept  the
     Share  Offer  and holders of 7,449,433 Rea Brothers Shares, representing
     15.1  per  cent.  of  Rea Brothers' current issued share  capital,  have
     committed  to accept the Cash Offer.  The terms of all these irrevocable
     undertakings  require acceptance of the Offer even in  the  event  of  a
     competing offer from a third party

*    The  Offer is conditional, inter alia, upon Close Brothers obtaining the
     appropriate regulatory consents

*    The acquisition of Rea Brothers by Close Brothers:

     **   significantly  increases Close Brothers' funds under management  in
          the areas of private clients and specialist investment trusts, both
          of  which  are complementary to Close Brothers' existing investment
          management activities
     **   provides  Close Brothers with an established offshore  banking  and
          trust   management  business  which  complements  Close   Brothers'
          existing onshore operations
     **   is  expected  to  be  earnings enhancing in  Close  Brothers'  next
          financial  year  ending 31 July 2000, before integration  or  other
          exceptional costs and goodwill amortisation (Note 1)
     **   is  expected,  together with the Share Placing,  to  enhance  Close
          Brothers' net asset value per share (Note 1)
     **   offers the opportunity for cost savings

*    The  Directors  of  Close Brothers have today issued a  profit  forecast
     indicating  that,  for  the  year ending 31  July  1999,  profit  before
     taxation will be not less than £75.0 million and earnings per share will
     be  not  less  than  41.5  pence.  Full details  of  the  bases  of  and
     assumptions relating to the forecast are set out in Appendix II Part A

*    Close  Brothers  today  also announces a fully underwritten  placing  of
     6,000,000  New  Close  Brothers  Placing  Shares  for  cash   to   raise
     approximately  £45.0  million (net of expenses)  to  provide  additional
     capital  for  Close  Brothers.  This follows several  recent  investment
     initiatives,  and it will assist the financing of both the cash  element
     of  the  Offer and also future development or acquisition opportunities.
     Warburg Dillon Read has underwritten and is broker to the placing

Commenting on the Offer, Rod Kent, Managing Director of Close Brothers, said:

'We  have  said  for  some  time  that we wish  to  increase  the  investment
management  side  of  our group and we have recently  announced  several  new
product  launches.  The acquisition of Rea Brothers is an additional  logical
way  for  us  to  expand our asset management operations  significantly.   It
brings  to  us  a  number  of complementary specialist investment  management
activities   and  well-established  offshore  banking  and  trust  management
operations.'

Commenting  on  the announcement, William Salomon, Chairman of  Rea  Brothers
said:

'Although  Rea Brothers is a small business, we have consistently  pursued  a
strategy  of  independence and the results over the last  five  years  are  a
testament to our success.  However, we find ourselves increasingly  short  of
necessary resources to develop our businesses in the way we feel appropriate.
The simple fact is that scale is now of increasing importance in our industry
sector.

Maintaining  momentum in income and profits improvement has, of late,  become
more  challenging.  This began to be noticeable in 1998 and has  become  more
apparent  in 1999.  Despite good performances in most areas, overall  trading
in  our ongoing businesses in the first half of 1999 was not as strong as  in
the comparable period in 1998.

The Board of Rea Brothers believes that the offer by Close Brothers is in the
best  interests  of  our  shareholders, clients and employees  who  will  all
benefit  from enhanced opportunities as part of  Close Brothers  Group.   The
offer  has  the  board's full support and I look forward  to  developing  the
business vigorously as part of Close Brothers Group.'


21 July 1999
_____________________________________________________________________________

PRESS ENQUIRIES

Close Brothers                                      0171 426 4000
Rod Kent, Managing Director
Peter Winkworth, Director

Schroders                                           0171 658 6000
Mark Warham
Jan Skarbek

Warburg Dillon Read (brokers to the Share Placing)  0171 567 8000
Paul Hamilton

Rea Brothers                                        0171 623 1155
William Salomon, Chairman
Roger Parsons, Chief Executive

Lazard Brothers                                     0171 588 2721
Christopher Hill

This  announcement does not constitute an offer or an invitation  to  acquire
any securities.

The  full text of the conditions and certain further terms of the Offer  form
part of, and should be read with, this announcement.

Note  1:  These statements are not intended to be a profit or asset  forecast
for  Close  Brothers and should not be interpreted to mean  that  the  future
earnings  per share or net asset value per share of Close Brothers, following
completion  of  the Offer, would necessarily be greater than  the  historical
published  earnings  per share or historical published net  asset  value  per
share, respectively, of Close Brothers.

The Offer will not be made, directly or indirectly, in or into, or by use  of
the   mails  or  any  other  means  or  instrumentality  (including,  without
limitation,  facsimile  transmission, telex or telephone)  of  interstate  or
foreign commerce of, or any facilities of a national securities exchange  of,
the USA, Canada, Australia or Japan and will not be capable of acceptance  by
any  such  use, means, instrumentality or facilities or from within the  USA,
Canada, Australia or Japan.  Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from  the  USA,  Canada,  Australia  or  Japan  and  persons  receiving  this
announcement   (including  custodians,  nominees  and  trustees)   must   not
distribute or send it into or from the USA, Canada, Australia or Japan or use
such  mails or any such means, instrumentality or facility in connection with
the Offer and doing so may invalidate any purported acceptances of the Offer.

Schroders,  which  is  regulated  by  The Securities  and  Futures  Authority
Limited, is acting for Close Brothers and no one else in connection with  the
Offer  and  will not be responsible to anyone other than Close  Brothers  for
providing  the  protections afforded to the customers  of  Schroders  or  for
providing advice in relation to the Offer.

Warburg  Dillon  Read,  which  is regulated by  The  Securities  and  Futures
Authority Limited, is acting for Close Brothers and no one else in connection
with  the  Offer  and  will  not be responsible to anyone  other  than  Close
Brothers  for providing the protections afforded to the customers of  Warburg
Dillon Read or for providing advice in relation to the Offer.

Lazard  Brothers, which is regulated by The Securities and Futures  Authority
Limited,  is acting for Rea Brothers and no one else in connection  with  the
Offer  and  will  not be responsible to anyone other than  Rea  Brothers  for
providing the protections afforded to the customers of Lazard Brothers or for
providing advice in relation to the Offer.

Schroders  has  approved  the contents of this announcement  solely  for  the
purpose of section 57 of the Financial Services Act 1986.

                Not for release, distribution or publication
               in or into the USA, Canada, Australia or Japan


                 Close Brothers Group plc ('Close Brothers')
                                      
       Recommended Offer for Rea Brothers Group plc ('Rea Brothers'),
            profit forecast for the year ending 31 July 1999 and
             Share Placing to raise approximately £45.0 million


1.   Introduction

The  boards of Close Brothers and Rea Brothers today announce that they  have
agreed  terms  for a recommended offer to be made by Schroders on  behalf  of
Close  Brothers for the entire issued and to be issued share capital  of  Rea
Brothers.

The Offer is either 95p in cash per Rea Brothers Share (the 'Cash Offer')  or
1  New Close Brothers Offer Share for every 8 Rea Brothers Shares (the 'Share
Offer').   The  Share Offer values each Rea Brothers Share  at  approximately
95.9  pence, based on the closing middle-market quotation of 767.5 pence  per
Close  Brothers  Share on 20 July 1999, the last dealing day  prior  to  this
announcement.

The  Cash  Offer, which is to be financed from Close Brothers' own resources,
represents  a premium of approximately 65.2 per cent. to the closing  middle-
market  quotation of 57.5 pence per Rea Brothers Share on 20 July  1999,  the
last dealing day prior to this announcement, and values Rea Brothers' current
issued ordinary share capital at approximately £46.9 million.

The  Rea  Brothers  Directors, who have been so advised by  Lazard  Brothers,
consider  the  terms of the Offer to be fair and reasonable  and  unanimously
recommend Rea Brothers Shareholders to accept the Offer.  In providing advice
to the Rea Brothers Directors, Lazard Brothers has taken into account the Rea
Brothers Directors' commercial assessments.

Close  Brothers  has received irrevocable undertakings to accept  or  procure
acceptance  of  the  Offer  from  Rea Brothers  Shareholders,  including  Rea
Brothers  Directors,  holding, in aggregate, 25,850,873 Rea  Brothers  Shares
representing  52.3 per cent. of Rea Brothers' current issued  share  capital.
Of these irrevocable undertakings, holders of 18,401,440 Rea Brothers Shares,
representing  37.2 per cent. of Rea Brothers' current issued  share  capital,
have  committed  to  accept  the Share Offer and  holders  of  7,449,433  Rea
Brothers Shares, representing 15.1 per cent. of Rea Brothers' current  issued
share  capital,  have committed to accept the Cash Offer.   Accordingly,  the
maximum amount of cash which may be payable by Close Brothers under the  Cash
Offer  will  be  £33.6 million and the maximum number of New  Close  Brothers
Offer  Shares  which may be issued under the Share Offer will  be  5,783,879,
representing  4.7 per cent. of Close Brothers' current issued share  capital.
The  terms  of all these irrevocable undertakings require acceptance  of  the
Offer even in the event of a competing offer from a third party.

Appendix III contains the definitions used in this announcement.

2.   The Offer

The  Offer, which will be subject to the conditions and further terms set out
in  Appendix I and which will be set out in the Offer Document, will be  made
on the following basis:

Either

     for every 1 Rea Brothers Share   95 pence in cash

or

     for every 8 Rea Brothers Shares   1   New   Close  Brothers
                                       Offer Share

and  so in proportion for any other number of Rea Brothers Shares.  The Share
Offer  values each Rea Brothers Share at approximately 95.9 pence,  based  on
the  closing middle-market quotation of 767.5 pence per Close Brothers  Share
on  20  July  1999,  the last dealing date prior to this  announcement.   Rea
Brothers Shareholders will be able to elect for either the Cash Offer or  the
Share Offer in respect of all or part of their holdings.

The  maximum amount of cash which may be payable by Close Brothers under  the
Cash Offer will be £33.6 million and the maximum number of New Close Brothers
Offer  Shares  which may be issued under the Share Offer will  be  5,783,879,
representing 4.7 per cent. of Close Brothers' current issued share capital.

Rea Brothers Shares will be acquired under the Offer fully paid and free from
all  liens, equities, charges, encumbrances and other interests and  together
with  all  rights now or hereafter attaching thereto including the  right  to
receive all dividends and distributions hereafter declared, made or paid.

The New Close Brothers Offer Shares will be issued credited as fully paid and
will rank pari passu in all respects with existing Close Brothers Shares  and
will  be entitled to all dividends and other distributions declared, made  or
paid  hereafter  including  any Close Brothers  final  dividend  declared  in
respect of the year ending 31 July 1999.

The  Offer  is  conditional, inter alia, upon Close  Brothers  obtaining  the
appropriate regulatory consents and the New Close Brothers Offer Shares being
admitted to the Official List.


3.   Information on Rea Brothers Group

Rea   Brothers  Group  is  an  independent  banking  and  financial  services
organisation  listed on the London Stock Exchange which aims to  provide  its
clients with individual attention from experienced professionals who take the
time  necessary  to understand their clients' objectives and  to  provide  an
imaginative  approach to achieving them.  Its principal  activities  comprise
wealth management and the provision of corporate finance advisory services.

Banking and cash management
Rea  Brothers  offers  cash management, term deposits  and  provides  foreign
exchange  facilities through its operations in London, Guernsey and the  Isle
of   Man.   It  also  manages  deposits  on  a  fiduciary  basis,  where  the
counterparty  risk rests with the leading international banks with  whom  the
funds  are  placed.   As at 31 December 1998, Rea Brothers had  approximately
£430 million of client assets on deposit or under short term management.

Investment management
For  clients  seeking to invest over the medium term, Rea  Brothers  provides
discretionary  portfolio management services investing in the  world's  major
bond  and  equity markets.  As at 31 December 1998, Rea Brothers, solely  and
through joint ventures, had over £1.25 billion of funds under management.

Trust and company management
Rea  Brothers' Trust and Company Management division (based in  Guernsey  and
Isle  of Man) administers trusts, companies and investment funds whose assets
exceeded £2 billion as at 31 December 1998.

Corporate finance
Rea  Brothers' Corporate Finance division advises a range of small and medium
sized quoted companies.

In  the  financial year ended 31 December 1998, Rea Brothers  Group  reported
profit before taxation from continuing operations of £4.4 million (1997: £4.2
million)  on  operating income from continuing operations  of  £24.0  million
(1997:   £22.4   million).   As  at  31  December  1998,  Rea  Brothers   had
shareholders' funds of £28.7 million.


4.   Background to and reasons for the Offer

The acquisition of Rea Brothers by Close Brothers:

*    significantly  increases Close Brothers' funds under management  in  the
     areas of private clients and specialist investment trusts, both of which
     are  complementary  to  Close Brothers' existing  investment  management
     activities;
*    provides  Close Brothers with an established offshore banking and  trust
     management  business which complements Close Brothers' existing  onshore
     operations; and
*    offers the opportunity for cost savings.

In addition, the acquisition of Rea Brothers by Close Brothers is expected to
be  earnings enhancing in Close Brothers' next financial year ending 31  July
2000,   before   integration  or  other  exceptional   costs   and   goodwill
amortisation,  and is expected, together with the Share Placing,  to  enhance
Close Brothers' net asset value per share (Note 1).

Note  1:  These statements are not intended to be a profit or asset  forecast
for  Close  Brothers and should not be interpreted to mean  that  the  future
earnings  per share or net asset value per share of Close Brothers, following
completion  of  the Offer, would necessarily be greater than  the  historical
published  earnings  per share or historical published net  asset  value  per
share, respectively, of Close Brothers.

5.   Management and employees

Close  Brothers attaches importance to retaining the skills and expertise  of
the  management  and  employees of Rea Brothers Group.  William  Salomon  and
other  key members of the existing executive management team of Rea  Brothers
have  agreed to remain with the business following completion of  the  Offer.
William Salomon will become the Deputy Chairman of Close Brothers' Investment
Management Division, as enlarged by the combination of Close Brothers and Rea
Brothers, working on a part time basis.

Close  Brothers has confirmed that the existing employment rights,  including
pension rights and rights under share option schemes, of all employees of Rea
Brothers Group will be fully safeguarded.


6.   Profit forecast by Close Brothers for the year ending 31 July 1999

Trading for the second half of the Group's financial year is continuing well.
The overall results from the Merchant Banking and Asset Finance Divisions are
similar to those of the first half.  However, the Group's market-making side,
Winterflood  Securities,  is  trading  very  strongly  and  its  results  are
substantially up on the first half.

The  Directors forecast that, in the absence of unforeseen circumstances  and
on  the  bases  and assumptions set out in Appendix II Part A, profit  before
taxation for the year ending 31 July 1999 will be not less than £75.0 million
and earnings per share will be not less than 41.5 pence per share.

Further  details of the bases and assumptions underlying the profit  forecast
for  the  year  ending 31 July 1999 (together with letters  from  Deloitte  &
Touche and Schroders relating to the profit forecast) are set out in Appendix
II Part B.

Each  of  Deloitte  & Touche and Schroders has given and  not  withdrawn  its
written consent to the publication of this announcement with the inclusion of
its name in the form and context set out in Appendix II Part B.


7.   Share Placing

Close  Brothers is raising approximately £45.0 million, net of  expenses,  by
way  of  a  placing for cash of 6,000,000 New Close Brothers  Placing  Shares
representing approximately 5 per cent. of its current issued share capital at
760  pence  per  New  Close Brothers Placing Share.  The New  Close  Brothers
Placing Shares will be issued credited as fully paid and will rank pari passu
in  all respects with existing issued Close Brothers Shares and the New Close
Brothers  Offer  Shares  and  will be entitled to  all  dividends  and  other
distributions  declared, made or paid hereafter including any Close  Brothers
final  dividend  declared in respect of the year ending 31  July  1999.   The
Share  Placing and the Offer are not inter-conditional.  Warburg Dillon  Read
has  underwritten and is broker to the Share Placing, which  is  conditional,
inter  alia, on the New Close Brothers Placing Shares being admitted  to  the
Official List.

The  net  proceeds  of the Share Placing will be used to  provide  additional
capital  for  Close  Brothers  following  several  recent  acquisitions   and
investment initiatives and to finance future development opportunities.

Since  1  August 1998, Close Brothers has initiated a number of  developments
which  have  involved capital expenditure or commitments,  in  aggregate,  in
excess of £20 million.  In particular, Close Brothers has:

*    launched Close Wealth Management, a private client investment management
     business;
*    launched  PROMPT Personal, a business financing insurance  premiums  for
     individuals;
*    expanded its Corporate Finance operations in Europe by two acquisitions;
*    increased the investment in its car finance business by opening  several
     new branches;
*    entered into a lease for additional city office space; and
*    made further investment in minority interests.

Close  Brothers continues to explore a number of development and  acquisition
opportunities.


8.   Information on Close Brothers Group

Close  Brothers is an independent merchant banking group listed on the London
Stock  Exchange.  Founded in the City of London 120 years ago, Close Brothers
is  amongst the 200 largest companies by market capitalisation on the  London
Stock  Exchange  and employs over 900 people.  Its activities  comprise  City
Merchant  Banking  which includes Corporate Finance, Banking  and  Investment
Management; Asset Finance; and Market-Making.

Close  Brothers'  strategy  is  to provide  a  diverse  range  of  specialist
activities  where  it  can offer added value to clients  as  a  result  of  a
particular expertise. Close Brothers is dedicated to giving its clients  high
quality service, characterised by integrity, continuity and an uncompromising
professionalism.

Close  Brothers has concentrated on building up a balanced mix  of  different
activities  in  the  financial  sector with the  aim  of  delivering  to  its
shareholders  a consistent and, over time, increasing stream of  profits  and
dividends.

Asset Finance
Close  Brothers'  asset  finance division principally comprises  Close  Asset
Finance and Close Consumer Finance.

Close  Asset  Finance  provides advances principally  against  new  and  used
printing  equipment  as well as other assets, including commercial  vehicles,
coaches and machine tools.  Close Consumer Finance specialises in the finance
of  cars on hire purchase agreements, including the finance of cars purchased
by British armed services personnel based in Germany.

Market-making
Close  Brothers'  market-making  division  comprises  Winterflood  Securities
('WINS').

The  majority of WINS' business is market-making in equities at  the  smaller
end of the stock market and it offers dealing in over 1,400 stocks, including
AIM stocks.  WINS also has an automatic execution joint venture with Dresdner
Kleinwort Benson, BEST WINS, providing for smaller bargains in UK equities to
be  executed  electronically.   WINS is also  a  recognised  market-maker  in
smaller sized retail gilt bargains.

City Merchant Banking
This division comprises three core activities: Corporate Finance, Banking and
Investment Management.

Close  Brothers  Corporate  Finance  is focused  on  medium-sized  UK  growth
companies.  Over recent years this strategy has led Close Brothers  Corporate
Finance  towards certain business sectors such as the information technology,
media, leisure, support services and engineering sectors.  In November  1998,
Close  Brothers acquired a majority stake in Freyberg Hambros, an independent
corporate finance house focused on mid-sized mandates in Germany and Austria,
and in February 1999, Close Brothers acquired the Paris office of Hambrecht &
Quist,  which specialises in private placements and IPOs for European  growth
biotech and information technology companies.

Close  Brothers'  Banking  activity includes  treasury,  commercial  lending,
insurance premium financing and credit management operations.

Investment  Management  comprises a mixture  of  wholesale  and  retail  fund
management. Close Brothers' strategy is to specialise in a number  of  higher
added  value  businesses  which, consequently, have  higher  margins.   These
include development capital, market products which attract tax benefits (e.g.
Venture  Capital  Trusts), protected unit trusts, where investors  can  limit
their  downside,  specialist investment trusts, and private client  portfolio
management.  Close  Brothers has approximately £835 million  of  funds  under
management.

In  the  financial  year ended 31 July 1998, Close Brothers  reported  profit
before taxation of £69.6 million (1997: £55.4 million) on operating income of
£166.3  million  (1997: £133.7 million).  Earnings per Close  Brothers  Share
were 38.2 pence (1997: 30.1 pence).  Furthermore, for the six months ended 31
January  1999 Close Brothers reported profit before taxation of £33.2 million
(1997:  £36.8  million) and earnings per Close Brothers Share of  18.4  pence
(1997:  20.1  pence).   As at 31 January 1999, Close Brothers  had  unaudited
total equity shareholders' funds of £213.0 million.

9.   Listing and dealings

Application  will  be made to the London Stock Exchange  for  the  New  Close
Brothers  Offer  Shares  and  the New Close Brothers  Placing  Shares  to  be
admitted  to  the  Official List.  It is expected that  listing  will  become
effective and that dealings for normal settlement will commence on the London
Stock  Exchange in the New Close Brothers Offer Shares on the  first  dealing
day following the day on which the Offer becomes or is declared unconditional
in  all respects and in the New Close Brothers Placing Shares on Wednesday 28
July  1999.  Details on settlement, together with further details on  listing
and dealing, will be included in the Offer Document.


10.  Rea Brothers Options

The  Offer  will  extend to any Rea Brothers Shares which are unconditionally
allotted or issued and fully paid on the date on which the Offer is made  and
to  any further shares which are unconditionally allotted or issued and fully
paid  after such date and while the Offer remains open for acceptance (or  by
such earlier date as Close Brothers may, subject to the City Code, determine)
including any such shares allotted or issued pursuant to the exercise of  Rea
Brothers Options.  If the Offer becomes or is declared unconditional  in  all
respects, Close Brothers intends to make appropriate proposals to holders  of
Rea Brothers Options to the extent that such options have not been exercised.


11.  Other

WINS  may, in the ordinary course of its market-making operations,  hold  Rea
Brothers  Shares.   Save as aforesaid and as disclosed above,  neither  Close
Brothers  nor,  so  far  as Close Brothers is aware, any  director  of  Close
Brothers  or  any  other person presumed to be acting in concert  with  Close
Brothers,  owns  or  controls any Rea Brothers Shares or has  any  option  to
acquire Rea Brothers Shares or has entered into any derivative referenced  to
Rea Brothers Shares which remains outstanding.

For  the  purpose of acceptances of the Share Offer, fractions of  New  Close
Brothers Offer Shares will be rounded up to the nearest whole share.

The  Offer will be made inter alia on the terms and subject to the conditions
which are set out in Appendix I hereto, on those terms which will be set  out
in  the  Offer Document and on any such further terms as may be  required  to
comply  with the rules and regulations of the London Stock Exchange  and  the
provisions of the City Code.

The  formal Offer Document setting out details of the Offer together with the
Form  of  Acceptance  will  be  despatched to Rea  Brothers  Shareholders  by
Schroders as soon as practicable.

The  availability of the Offer to Rea Brothers Shareholders not  resident  in
the  UK  may  be  affected  by the laws of the relevant  jurisdictions.   Rea
Brothers Shareholders who are not resident in the UK should inform themselves
about and observe any applicable requirements.

21 July 1999

_____________________________________________________________________________


The Offer will not be made, directly or indirectly, in or into, or by use  of
the  mails  or  by  any  other means or instrumentality  (including,  without
limitation,  facsimile  transmission, telex or telephone)  of  interstate  or
foreign commerce of, or any facilities of a national securities exchange  of,
the USA, Canada, Australia or Japan and will not be capable of acceptance  by
any  such  use, means, instrumentality or facilities or from within the  USA,
Canada, Australia or Japan.  Accordingly, copies of this announcement are not
being and must not be, mailed or otherwise distributed or sent in or into  or
from  the  USA,  Canada,  Australia  or  Japan  and  persons  receiving  this
announcement   (including  custodians,  nominees  and  trustees)   must   not
distribute or send it into or from the USA, Canada, Australia or Japan or use
such  mails or any such means, instrumentality or facility in connection with
the Offer and doing so may invalidate any purported acceptances of the Offer.

Schroders,  which  is  regulated  by  The Securities  and  Futures  Authority
Limited, is acting for Close Brothers and no one else in connection with  the
Offer  and  will not be responsible to anyone other than Close  Brothers  for
providing  the  protections afforded to the customers  of  Schroders  or  for
providing advice in relation to the Offer.

Warburg  Dillon  Read,  which  is regulated by  The  Securities  and  Futures
Authority Limited, is acting for Close Brothers and no one else in connection
with  the  Offer  and  will  not be responsible to anyone  other  than  Close
Brothers  for providing the protections afforded to the customers of  Warburg
Dillon Read or for providing advice in relation to the Offer.

Lazard  Brothers, which is regulated by The Securities and Futures  Authority
Limited,  is acting for Rea Brothers and no one else in connection  with  the
Offer  and  will  not be responsible to anyone other than  Rea  Brothers  for
providing the protections afforded to the customers of Lazard Brothers or for
providing advice in relation to the Offer.

Schroders  has  approved  the contents of this announcement  solely  for  the
purposes of section 57 of the Financial Services Act 1986.

                                      
MORE TO FOLLOW

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