Offer Update - Replacement

Berry Birch & Noble PLC
3 January 2002

Correction

The Issuer has made the following amendment to the Offer Update announcement
released today at 7.30am under RNS number 4072p


As at 3.00pm on 2 January 2002, the first closing date of the Offer, BBN has
received valid acceptances in respect of 132,100,000 Berkeley Shares
representing approximately 87.48% of its existing issued ordinary share
capital prior to the Berkeley Fundraising instead of as previously stated
139,749,483 Berkeley Shares representing 92.55%. On the assumption that
40,000,000 Berkeley Shares are unconditionally allotted under the Berkeley
Fundraising, which is expected to take place on Friday, 4 January 2002, BBN
will have received valid acceptances in respect of a total of 172,100,000
issued and to be issued Berkeley Shares which will represent 90.1% of its
issued ordinary share capital following the Berkeley Fundraising instead of as
previously stated 179,749,483 issued and to be issued Berkeley Shares which
will represent 94.11%.


In all other respects the previous announcement is unchanged.


Unless the context otherwise requires, the definitions contained in the Offer
Document dated 7 December 2001 apply in this announcement.


The correction occurs due to the inclusion of acceptances from certain persons
who applied for shares under the Berkeley Fundraising.


The corrected version is shown below:

Wednesday 2nd January 2002






                       Berry Birch & Noble plc ('BBN')

      Share Offer for Berkeley Financial Services Group plc ('Berkeley')

                              Extension of Offer


BBN announces that its share offer for the entire issued and to be issued
ordinary share capital of Berkeley on the terms and subject to the conditions
set out or referred to in the Offer Document dated 7 December 2001 has been
extended for a period of 14 days with effect from 3.00pm on 2 January 2002
until 3.00pm on 16 January 2002.


As at 3.00pm on 2 January 2002, the first closing date of the Offer, BBN has
received valid acceptances in respect of 132,100,000 Berkeley Shares
representing approximately 87.48% of its existing issued ordinary share
capital prior to the Berkeley Fundraising. On the assumption that 40,000,000
Berkeley Shares are unconditionally allotted under the Berkeley Fundraising,
which is expected to take place on Friday, 4 January 2002, BBN will have
received valid acceptances in respect of a total of 172,100,000 issued and to
be issued Berkeley Shares which will represent 90.1% of its issued ordinary
share capital following the Berkeley Fundraising.


As at the date of the Offer, BBN had received irrevocable undertakings to
accept the Offer from Berkeley Shareholders in respect of their beneficial
shareholdings totalling 132,700,000 Berkeley Shares representing 69.48% of the
issued ordinary share capital of Berkeley, assuming full allotment of all
40,000,000 new Berkeley Shares pursuant to the Berkeley Fundraising.
Acceptances pursuant to such irrevocables have been or will, pursuant to their
terms, be received in full.


As at the date of the Offer, BBN had received irrevocable undertakings to
accept the Offer from certain members of the Concert Party (who have also been
included within the figures referred to in the preceding paragraph) in respect
of their beneficial shareholdings totalling 131,171,000 Berkeley Shares
representing 68.68% of the issued ordinary share capital of Berkeley assuming
full allotment of all 40,000,000 new Berkeley Shares pursuant to the Berkeley
Fundraising. Acceptances pursuant to such irrevocables have been or will
pursuant to their terms, be received in full.


Prior to the date of the Offer, certain members of the Concert Party held in
aggregate 150,791,000 Berkeley Shares.


Unless the context otherwise requires, the definitions contained in the Offer
Document dated 7 December 2001 apply in this announcement.


The BBN directors accept responsibility for the information contained in this
announcement other than the information relating solely to the Berkeley Group,
the Berkeley Directors, their immediate families and persons connected with
the Berkeley Directors. To the best of the knowledge and belief of the BBN
Directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.


The Berkeley Directors accept responsibility for the information contained in
this announcement relating solely to the Berkeley Group, the Berkeley
Directors, their immediate families and persons connected with the Berkeley
Directors. To the best of the knowledge and belief of the Berkeley Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility, is in accordance with the facts and does not omit anything
likely to affect the import of such information.


Brewin Dolphin Securities Limited, which is regulated in the United Kingdom by
the Financial Securities Authority, has approved the content of this
announcement for the purposes of Section 21 of the Financial Services and
Markets Act 2000. Brewin Dolphin Securities Limited is acting exclusively for
Berry Birch and Noble plc and no-one else in connection with the Offer and
will not be responsible to anyone other than Berry Birch and Noble plc for
providing the protections afforded to its clients or for providing advice in
relation to the Offer or the contents of this announcement.


Enquiries

For further information contact:
Berkeley & Berry Birch & Noble                         07774 185 779
                                                       020 7563 6130
Stephen Ingledew

Brewin Dolphin Securities                              0141 221 7733
Jamie Cumming

Citigate Dewe Rogerson                                 020 7638 9571
Patrick Toyne Sewell

Fiona Bradshaw


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