RNS Number:2091J
BRIT Insurance Holdings PLC
26 March 2003


For immediate release

Brit Insurance Holdings PLC

26 March 2003


Not for release, publication or distribution in or into or from the United
States, Canada, Japan or Australia.


Brit Insurance Holdings PLC ("Brit")


The board of Brit announces that it is in discussions with the board of PRI
Group plc ("PRI") with a view to seeking its recommendation for a potential all
share offer by Brit for PRI (the "Offer").


It is envisaged that the Offer, if made, would value each fully paid ordinary
share in PRI (a "PRI Share") at or around 120 pence (based on the closing
middle-market price of an ordinary share in Brit (a "Brit Share") on the last
dealing day prior to the announcement of the Offer) and the entire existing
issued share capital of PRI at approximately #156 million.


Discussions regarding the Offer have been held with a number of holders of PRI
Shares and other persons who together hold or control, in aggregate, 68,032,243
PRI Shares, representing approximately 52.33 per cent. of PRI's existing issued
share capital.  These persons have written to Brit stating their intention to
accept an all share Offer by Brit which values each PRI Share at not less than
120 pence (based on the closing middle-market price of a Brit Share on the last
dealing day prior to the announcement of the Offer).  These statements do not
create a legally binding obligation on these persons.

Rationale for the Offer, if made:

*        Brit has established itself as a leading listed UK insurance group. The
formation of Brit Underwriting, which includes Brit Group's Lloyd's and FSA
regulated operations, has created a unified business with a recognised market
presence and established infrastructure.


*        Brit has built its "UK Division" over the past three years, attracting
experienced specialist underwriters from the London market, and has a growing
presence in the UK small to medium commercial insurance sector.


*        The acquisition of PRI by Brit, should the Offer be made, would combine
Brit's market presence and infrastructure with PRI's experienced team of UK
liability underwriters and capital, as well as allow for the utilisation of
PRI's capital to be accelerated significantly.


*        The combined operations of Brit and PRI, should the Offer be made, (the
"combined operation") would be well placed to take advantage of the continued
strong insurance market conditions.  In addition, Brit's directors believe that
the combined operation would benefit from a lower risk based capital
requirement, as a result of portfolio diversification, than currently applies to
PRI.


*        Following completion of the Offer, if it is made, the capital base of
Brit's FSA regulated insurance company, Brit Insurance Limited ("BIL"), would be
increased to approximately #270 million which would improve the combined
operation's potential customer appeal and rating outlook.  The rating of BIL was
recently increased to A (Excellent) with stable outlook by A.M. Best & Co. and
confirmed as A (Strong) lifted to positive outlook by Fitch.


*        In summary, the acquisition of PRI, along with Brit Group's growing
presence in the UK small to medium commercial insurance sector, should further
strengthen Brit's position in the UK insurance market.


This announcement is not intended to and does not constitute a firm intention to
make an offer or an invitation to purchase any securities.  A further
announcement will be made in due course.


Contacts


Neil Eckert, CEO - Brit
Insurance Holdings PLC              020 7984 8510

David Haggie
Haggie Financial                    020 7417 8989


Simon Atkinson
Collins Stewart Limited             020 7523 8350

This announcement has been approved solely for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by Collins Stewart Limited. Collins
Stewart Limited is acting for Brit and for no one else in relation to the
matters described in this announcement and will not be responsible to anyone
other than Brit for providing the protections afforded to clients of Collins
Stewart Limited nor for providing advice in relation to the matters described in
this announcement.



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