Offer Talks

Berry Birch & Noble PLC
29 October 2001


Berry Birch & Noble plc (the 'Company')

The Directors of Berry Birch & Noble plc announce that the Company is in
discussions to acquire the whole of the issued share capital of Berkeley
Financial Services Group (BFSG), a new company to be incorporated to act as
holding company for certain of the existing Berkeley group companies, in
exchange for the issue of Ordinary Shares in the Company. The transaction,
which is subject to the completion of due diligence, is expected to value the
Company at approximately £6.5 million. At the same time BFSG is expected to be
valued at approximately £73million and so the transaction would be classified
as a Reverse Takeover. Consequently, and in accordance with the Rules of the
UK Listing Authority, the Company has asked for its shares to be suspended
whilst Listing Particulars are produced. It is expected that these will be
posted to Shareholders by the end of November and these will include the
Company's interim results for the six months to 31 July 2001.

The Company will also be seeking a waiver of the obligation otherwise required
under Rule 9 of the City Code on Takeovers and Mergers due to the existence of
a concert party in BFSG which will come to hold in excess of 30 per cent of
the enlarged issued share capital of the Company.