Rathbone Brothers

Pre-conditional offer

Rathbone Brothers PLC
14 January 2005


14 January 2005

                             For Immediate Release

                             RATHBONE BROTHERS PLC

                Pre-conditional offer proposal for Rensburg plc

Further to the announcement made by Rensburg plc ('Rensburg') today, the Board
of Rathbone Brothers Plc ('Rathbones') confirms that it has made an approach to
the Board of Rensburg and has made a pre-conditional offer proposal for the
current issued share capital of Rensburg.

Rathbones is a leading provider of discretionary fund management and wealth
management services for private clients and trustees. Rathbones today announces
that it had £7.7 billion in funds under management as at 31 December 2004.
Rathbones' preliminary results announcement for the year ended 31 December 2004
is currently expected to be released on 2 March 2005.

On 10 December 2004 Rensburg announced the outline terms of a proposed merger
with Carr Sheppards Crosthwaite Limited ('Carr Sheppards Crosthwaite'), a
subsidiary of Investec plc ('Investec') which, if completed, would result in
Investec owning 63.6 per cent. of the issued share capital of the enlarged
group. Having known Rensburg for many years and after assessing the terms of
this proposed transaction, the Board of Rathbones concluded that there was merit
in determining whether a combination of Rathbones and Rensburg could provide a
more attractive proposition for Rensburg shareholders and create enhanced value
for both sets of shareholders.

Consequently, a preliminary meeting was arranged with the Chairman and the Chief
Executive of Rensburg which then took place on 20 December 2004 at which
Rathbones set out its views on a potential combination of Rathbones and
Rensburg, and the benefits for Rensburg shareholders, clients and employees.
This meeting was followed by a formal letter from Rathbones' advisers to the
Chairman of Rensburg dated 22 December 2004 setting out a pre-conditional offer
proposal, and requesting a further meeting with the management of Rensburg to
agree a basis for a recommended transaction. The Board of Rensburg rejected this
pre-conditional offer proposal on 5 January 2005. In order to evaluate the
potential combination further, the Board of Rathbones has requested a copy of
the information relating to Rensburg provided to Investec, which Rensburg's
advisers have confirmed will be forthcoming.

The Board of Rathbones believes that a transaction between Rathbones and
Rensburg would enable the shareholders of the enlarged group to participate in
the benefits arising from such a combination. These would include:

   •strengthening Rathbones' position as a leading independent UK private
    client investment and wealth management firm with the enlarged group having
    offices covering most major UK centres;
   •an enlarged client base and increased scale, with approximately £11.5
    billion of pro-forma funds under management including approximately £1.2
    billion in unit trusts (see notes);
   •the potential for improved revenue growth;
   •the ability to offer a high quality service to clients, building on the
    recognised strengths of both groups and giving Rensburg's clients access to
    Rathbones' existing trust, offshore and tax services;
   •significant opportunities for operational efficiencies, utilising
    Rathbones' scaleable operating base;
   •excellent career opportunities for Rensburg management and staff, with a
    strong cultural fit between the two businesses; and
   •improved opportunities to capitalise on the sector's expected growth and
    further consolidation.

Rathbones' proposal of 610 pence per Rensburg share, representing a 22 per cent.
premium to the pre-suspension share price, to be satisfied in the form of
Rathbones shares was made to the Board of Rensburg on the basis of a number of
pre-conditions and assumptions. These included: the recommendation of the
Rensburg board; cessation of the proposed merger of Rensburg and Carr Sheppards
Crosthwaite; satisfactory completion of due diligence; and Rathbones'
shareholder approval. The Board of Rathbones reserves the right to reconsider
the requirement for any of these pre-conditions (other than Rathbones'
shareholder approval). There is no certainty that any offer will be made and
Rathbones reserves the right to make any eventual offer at a price of more than
610 pence per Rensburg share, or less than 610 pence per Rensburg share either
(i) if the Board of Rensburg recommends an offer by Rathbones at a lower price
or (ii) if another offeror announces a firm intention to make an offer at a
lower price and to vary the nature and any mix of the consideration depending
upon, inter alia, its review of the information to be supplied by Rensburg and
any discussions which are held.

Further announcements will be made as and when appropriate.

Mark Powell, Chairman of Rathbones, said:
'We have known the team at Rensburg for many years and have huge respect for
their achievements.

'We believe a combination of Rathbones and Rensburg is an exciting prospect for
the shareholders, clients and staff of both groups and that, together, we can
create the foremost independent private client firm in the UK.'

                                      Ends

Enquiries:

Rathbone Brothers Plc                                            020 7399 0000
Mark Powell, Chairman
Andy Pomfret, Chief Executive

Financial Dynamics                                               020 7269 7127
Andrew Waterworth                                                020 7269 7132
Ed Gascoigne-Pees

Dresdner Kleinwort Wasserstein                                   020 7623 8000
Christopher Baird

Hawkpoint                                                        020 7665 4500
Charles Williams

Bridgewell                                                       020 7003 3000
Ben Money-Coutts

Dresdner Kleinwort Wasserstein Limited ('DrKW'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Rathbones and no one else in connection with this matter and will not be
responsible to anyone else other than Rathbones for providing the protections
afforded to customers of DrKW or for giving advice in relation to this matter or
in relation to the contents of this announcement.

Hawkpoint Partners Limited ('Hawkpoint'), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting for Rathbones
and no one else in connection with this matter and will not be responsible to
anyone else other than Rathbones for providing the protections afforded to
customers of Hawkpoint or for giving advice in relation to this matter or in
relation to the contents of this announcement.

Bridgewell Securities Limited ('Bridgewell'), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for
Rathbones and no one else in connection with this matter and will not be
responsible to anyone else other than Rathbones for providing the protections
afforded to customers of Bridgewell or for giving advice in relation to this
matter or in relation to the contents of this announcement.

Notes to editors:
Rathbones is a leading provider of discretionary fund management and wealth
management services for private clients and trustees. It specialises in
providing a personalised and professional investment management service for
private individuals, their trusts, charities and pension funds and for the
professional advisers of these clients. In addition, the Rathbones Group also
offers trust, tax, financial planning and private banking services.

Rathbones' strategy over recent years has been to improve the performance of its
existing operations and pursue growth opportunities where they have been
demonstrably earnings enhancing. Rathbones had £7.7 billion in funds under
management as at 31 December 2004 (this figure includes £0.8 billion in Rathbone
Unit Trust Management Limited). It is quoted on the London Stock Exchange plc,
employs approximately 750 people and has eight UK offices and overseas offices
in Jersey, Switzerland and the British Virgin Islands.

The Rensburg share price closed at 500p on 9 December 2004, the last trading day
before its shares were suspended. The announcement issued by the Board of
Rensburg on 10 December 2004 disclosed that Rensburg had funds under management
of £3.9 billion as at 31 May 2004 (of which £0.4 billion were in Rensburg Fund
Management Limited).




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