Offer Update

St. James's Place Capital PLC
11 May 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 CLOSED TO ACCEPTANCES AND BASIS OF SCALING DOWN
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Halifax announces that the Partial Offer is now closed for acceptances.  It
remains conditional, inter alia, upon regulatory approvals.  A further
announcement will be made in due course regarding satisfaction of the
remaining conditions.

By 3.00pm on Thursday, 11th May, 2000, valid acceptances had been received in
respect of 304,975,510 SJPC Shares, representing (together with the Shares
owned by Halifax or conditionally agreed to be purchased by Halifax from
Prudential) approximately 88.3 per cent. of the issued share capital of SJPC.
Accordingly, the scaling down provisions described in the Offer document dated
6th April, 2000 will be invoked.

Acceptances for up to 60 per cent. of a Shareholder's registered holding in
SJPC on the Record Date will be satisfied in full.  Acceptances in excess of
that level ('Excess Shares') will be satisfied on the basis of approximately
14.1 for every 100 Excess Shares.  Fractional entitlements will be rounded
down to the nearest whole number.  SJPC Shares which have been assented to the
Partial Offer but which have not been accepted as a result of the scaling down
will be returned to Shareholders as soon as practicable.

Elections for the Loan Note Alternative were received in respect of 20,944,292
SJPC Shares and will be met in full, subject to the scaling down provisions
described above.  Shareholders who have elected for a mix of Loan Notes and
cash and who are being scaled down in respect of their overall acceptances
will have the consideration due to them satisfied by Loan Notes and cash in
the same proportion as their elections in their Forms of Acceptance.

Enquiries:
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Halifax Group Plc
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John Hope (for analyst queries)                   Tel:  [phone]
Alison Roberts (for press queries)                Tel:  [phone]

Lazard                                            Tel:  [phone]
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Marcus Agius, Vice Chairman
Christopher Hill, Director

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

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

Cazenove & Co.                                    Tel:  [phone]
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David Mayhew
Richard Locke


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