10JS Cred Ag Co 22

RNS No 0021m
SEC Group PLC
22nd January 1998


                           SEC GROUP PLC TO ACQUIRE                           
                      BARCLAYS PERSONAL TAXATION SERVICE                      
                            FROM BARCLAYS BANK PLC                            
                                                                             
Summary 

* SEC Group PLC ("SEC") to acquire Barclays Personal Taxation Service ("BPTS")
for a cash consideration of #5 million
 
* BPTS is one of the UK's leading tax compliance businesses servicing
approximately 26,000 clients
 
* Good strategic fit with the Group's existing core activities
 
* Board developments


Acquisition of Barclays Personal Taxation Service (BPTS)

SEC, the financial services group, today announced the acquisition from
Barclays Bank PLC of the business of BPTS for a maximum consideration of #5
million in cash.  The amount ultimately payable will be dependent upon the
percentage of BPTS's clients consenting to transfer to SEC. The consideration
includes #750,000 in respect of tangible assets (of approximately #400,000),
intellectual property rights and work in progress being acquired by SEC. The
profit before taxation for the BPTS business in the year ended 31st December
1996 was #861,000 after recharges by Barclays Bank PLC.  The acquisition of
BPTS will be funded by loans provided by Intermediate Capital Group PLC
("ICG") which, under certain conditions, could be converted into Ordinary
shares of SEC.  In view of its size, the acquisition of BPTS is dependent upon
shareholder approval at an Extraordinary General Meeting to be held on 24th
February 1998.

BPTS  Business

BPTS provides personal taxation services to approximately 26,000 clients.
Following completion of the acquisition, BPTS will trade under the TaxGuard
trademark. The Directors of SEC believe that BPTS represents a good
opportunity to acquire one of the UK's leading tax compliance businesses with
a profitable track record, at a significant juncture in the history of UK
personal taxation.

The Directors of SEC are confident that there is considerable scope to expand
and develop BPTS as a part of SEC which will give access to the whole of the
SEC client base. The services of BPTS are intended to be marketed actively on
a national basis.

Due to the seasonality of the BPTS business and the planned marketing spend
thereon, the acquisition of BPTS is likely to have a detrimental impact on the
results of SEC as enlarged by the acquisition for the current financial year
but is expected to benefit results thereafter. BPTS has traditionally
maintained a stable work force, now comprising approximately 130 people.

The business of SEC

SEC, through its wholly owned subsidiaries including IFA Network Limited, is
one of the  UK's  largest independent financial advisor ("IFA") network
operators providing over 500 IFA's with support, software, compliance and
related services.  SEC is also a leading market maker in traded endowment
policies in the UK.

Board Developments

As part of the plans for the acquisition of BPTS, certain changes to the Board
are planned, which will facilitate the evolution of SEC to its next stage of
development. Details of the changes, and a summary of the key managerial
responsibilities following completion of the acquisition of BPTS are as
follows:

* Mark Radcliffe will become executive chairman on a temporary basis until the
finalisation of the appointment of a new Chief Executive

* Nick Ansell and Tim Greenwood will continue to be responsible for IFA
Network Limited and other subsidiaries

* Alan Wilkinson will continue to be responsible for Securitised Endowment
Contracts PLC and associated companies' businesses 

* Tony Drain will continue as Finance Director and Alan Wilkinson will also be
appointed Company Secretary

* Chris Guppy, currently manager of BPTS, will continue to have responsibility
for that business

* Max Rosen will become non-executive deputy chairman and Jeffrey Pinnick and
Bernard Klug non-executive directors 

* Tom Attwood, managing director of ICG, will be appointed as a non-executive
director


Possible share dealing by Directors

As a result of the three founder Directors of SEC becoming non-executives they
wish to reduce their aggregate share holdings.  Following publication of the
circular to shareholders those Directors will be free to do so and it is
expected that ICG may offer to purchase a proportion of those shares at the
then prevailing market price.  The Directors' aggregate shareholding is
currently in excess of 7.4m ordinary shares and the disposal is likely to
involve of the order of a third of that number.

If such a share transaction takes place it would, when aggregated with the
Ordinary shares which could be converted as a consequence of the ICG loans,
result in ICG holding not more than 29.9 per cent of the then enlarged share
capital of the Company.  Collectively Messrs Rosen, Klug and Pinnick intend to
retain a significant shareholding in SEC.

Commenting on the acquisition, Mark Radcliffe, Chairman, said:

"The acquisition of the personal taxation service business of Barclays Bank is
an important development in SEC's strategy to become a more broadly based
financial services group.  BPTS is a quality and well established business
with a history of over 80 years.  The acquisition is very timely in terms of
the responsibility of tax self assessment on the individual and fits well with
SEC's existing financial services activities."

For further information please contact:

Mark Radcliffe                                      Telephone: 0181 207 1666
Chairman, SEC Group PLC

Tony Drain                                          Telephone: 0181 207 1666
Finance Director, SEC Group PLC

Paul Downes/Bobby Morse                             Telephone: 0171 606 1244
Merlin Financial


END

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