Halifax Offer Declared Wholly Unconditional

St. James's Place Capital PLC
1 June 2000


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
CANADA, AUSTRALIA OR JAPAN.

                         RECOMMENDED PARTIAL OFFER FOR
                        -------------------------------
              ST. JAMES'S PLACE CAPITAL PLC BY HALIFAX GROUP PLC
             ----------------------------------------------------
                      OFFER DECLARED WHOLLY UNCONDITIONAL
                     ------------------------------------
                                       
Halifax announces that all of the conditions of the Partial Offer have now
been satisfied or waived and accordingly the Partial Offer has been declared
wholly unconditional.

Enquiries:
----------

Halifax Group Plc
-----------------

John Hope (for analyst queries)                   Tel:  [phone]
Alison Roberts (for press queries)                Tel:  [phone]

Lazard                                            Tel:  [phone]
------

Marcus Agius, Vice Chairman
Jon Hack, Director

St. James's Place Capital plc                     Tel:  [phone]
-----------------------------

Hugh Gladman, Legal and Compliance Director
Martin Moule, Finance Director

Cazenove & Co.                                    Tel:  [phone]
--------------

Tim Wise
Richard Locke


Brunswick Group Limited (for St. James's Place Capital plc enquiries only)
-----------------------

Alison Hogan, Partner                             Tel:  [phone]


Lazard Brothers & Co., Limited, which is regulated in the UK by The Securities
and Futures Authority Limited, is acting for Halifax and no one else in
connection with the Partial Offer and will not be responsible to anyone other
than Halifax for providing the protections afforded to customers of Lazard
Brothers & Co., Limited nor for providing advice in relation to the Partial
Offer.

Cazenove & Co., which is regulated by The Securities and Futures Authority
Limited is acting for SJPC and no one else in connection with the Partial
Offer and will not be responsible to anyone other than SJPC for providing the
protections afforded to customers of Cazenove & Co. nor for providing advice
in relation to the Partial Offer.

Words and expressions defined in the offer document dated 6th April, 2000,
shall, unless the context otherwise requires, have the same meanings when used
in this announcement.