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Murray Financial Corporation P (CLY)

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Wednesday 25 June, 2003

Murray Financial Corporation P

Urgent Notice to Shareholders



URGENT NOTICE TO SHAREHOLDERS

OF

MURRAY FINANCIAL CORPORATION PLC

This document is important and requires your immediate attention. 
If you are in any doubt about the contents of the document you should 
consult a person authorised under the Financial Services and Markets 
Act 2000 who specialises in advising on the acquisition of shares and 
other securities.

If you have sold or transferred all of your Ordinary Shares in Murray 
Financial Corporation plc, please send this document immediately to the
 stockbroker, bank or other agent through whom the sale or transfer was 
effected for transmission to the purchaser or transferee.

20th June 2003

Dear Shareholder,

Introduction

You may have recently received notification of a proposed EGM of Murray
 Financial Corporation plc (the "Company"). You should be aware that this 
EGM has NOT been called by your Board and is an attempt by Resurge plc 
("Resurge"), an AIM listed company, and others to take control of your 
Company. This poses a serious threat to your interests as shareholders 
and your Board is unanimous in urging you to vote AGAINST all of the 
resolutions proposed by Resurge.  

Background & Key Information

On the 9th May 2003 Resurge sought to requisition an EGM of the Company 
to remove the Company's independent non-executive directors and appoint 
their nominees to the Board.  This would have left your Board without any independent  non-executive directors and under
the control of one shareholder, Resurge.  The Board does not think that this would be in the best interests 
of all shareholders.  The Company sought the advice of their legal advisors 
on the validity of the requisition notice submitted by Resurge and was 
advised that it was invalid as it failed to comply with the requirements 
of the Company's Articles of Association. The precise reasons as to why it 
did not comply were communicated to Resurge on the 30th May 2003.

No professional or responsible Board of a public company would put forward 
directors for appointment to its Board without first carrying out proper 
due diligence on them and satisfying itself as to their eligibility and suitability. As a matter of good corporate gove-
rnance your Board requested 
that some meaningful description of those individuals concerned should be provided so that the Board could carry out due
diligence and provide shareholders with information on them. Resurge refused to provide this information until 11th J-
une 2003. Three of the directors proposed by Resurge 
are employed by Resurge, two of them as its Joint Managing Directors, and 
the fourth is an advisor to that company. It is obvious that all of the directors proposed by Resurge would have a seri-
ous conflict of interest if elected to the Board and as such this may pose a risk to shareholder 
interests in the absence of any independent non-executive directors of your Company. Your Board intends to take whatever
steps are necessary and 
available to it to ensure that all shareholders interests are protected.

Despite having serious reservations about what Resurge was proposing your 
Board recognised that it had to call an EGM on the receipt of a valid 
requisition and it informed Resurge that it would do so, but only if it 
and shareholders were first provided with information on the proposed 
directors and the Company's Articles were complied with.

On 11th June 2003 we received the information we had requested on the 
proposed directors and confirmation that notices of willingness to act 
will be forthcoming and the directors agreed to convene an EGM to consider 
the resolutions proposed by Resurge. However, before a detailed, proper and balanced circular complying with the princi-
ples of good corporate 
governance could be prepared by the Company for circulation to shareholders, Resurge called an EGM and have issued a st-
atement to shareholders which we believe falls far short of the standards expected of a public company. In particular,
it fails to provide shareholders with any information on 
Resurge, its intentions or to notify them of the very serious risks posed 
to their interests from having no independent non-executive directors on 
the Board to represent their interests. What is proposed by Resurge wholly 
fails to meet the requirements of good corporate governance.

Your Board is also concerned that many shareholders are under the false 
impression that the EGM called by Resurge was called by the Company and 
that the directors of the Company are supportive of the appointment of 
Resurge's nominees to the Board. This is not the case. We have offered 
Resurge Board representation but have made clear our view that this should 
be in proportion to their shareholding.  In other words, they should have roughly thirty percent of the seats available
on the Board not all of 
them as they are demanding. 

You may also be aware that the non-executive directors of the Company 
Mr Russell Frith and Mr Anthony Fabrizi have both tendered their 
resignations from the Board with effect from 22 June 2003. It had not 
been their intention to resign, but they did not feel confident that it 
would be possible to ensure good corporate governance if your Board fell 
under the control of one shareholder. I share this view and it is your 
Board's belief that, in the interests of good corporate governance, new independent non-executive directors must be fou-
nd and appointed ahead 
of the proposed EGM.  

If you have already completed and returned your Form of Proxy for the 
EGM to Computershare Investor Services plc and wish to change the way in 
which you have voted then you can request a new Form of Proxy from 
Computershare and resubmit your Form of Proxy to them. This will supersede 
your earlier submission. Please note that all Forms of Proxy must be lodged 
with Computershare no later than 10.00 a.m. on 30 June 2003. Alternatively, shareholders can attend the EGM and vote in
person. This will supersede 
any Form of Proxy they have previously lodged.

You should be aware that Computershare are employed by Resurge and not Murray 
Financial Corporation and because Resurge have called the EGM in question 
you will have to deal with Computershare in this matter.  Should you encounter any problems please notify the Company on
0131 466 6666 or by email to [email protected] and we will do our utmost to assist you. 

Your Board is unanimous in recommending that you vote AGAINST ALL OF THE 
RESOLUTIONS proposed by Resurge.  


Yours faithfully

Kenneth Murray
Chief Executive


Issued on behalf of the Board of Directors of Murray Financial Corporation plc

a d v e r t i s e m e n t