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Rea Brothers Group (RBG)

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Wednesday 18 August, 1999

Rea Brothers Group

Offer Wholly Unconditionl,etc

REA BROTHERS GROUP PLC
18 August 1999


                Not for release, publication or distribution
          in or into the United States, Canada, Australia or Japan

                 Close Brothers Group plc ('Close Brothers')
                                      
        Recommended offer for Rea Brothers Group plc ('Rea Brothers')
                                      
                             First Closing Date
                     Offer declared wholly unconditional

As  at  3.00 p.m. 17 August 1999, the first closing date of the Offer,  valid
acceptances  had been received in respect of 41,908,789 Rea Brothers  Shares,
representing  approximately 84.8 per cent. of Rea  Brothers'  current  issued
share  capital.  Of the valid acceptances received, elections for  the  Share
Offer  were  made in respect of 33,877,111 Rea Brothers Shares,  representing
approximately  68.6 per cent. of Rea Brothers' current issued share  capital,
and for the Cash Offer were made in respect of 8,031,678 Rea Brothers Shares,
representing  approximately 16.3 per cent. of Rea  Brothers'  current  issued
share capital.

Rea  Brothers  Shareholders, including Rea Brothers  Directors,  holding,  in
aggregate, 25,850,873 Rea Brothers Shares, representing 52.3 per cent. of Rea
Brothers'  current issued share capital, irrevocably undertook to  accept  or
procure  acceptance of the Offer.  Of these irrevocable undertakings, holders
of  18,401,440  Rea  Brothers Shares, representing  37.2  per  cent.  of  Rea
Brothers'  current issued share capital, committed to accept the Share  Offer
and holders of 7,449,433 Rea Brothers Shares, representing 15.1 per cent.  of
Rea  Brothers'  current issued share capital, committed to  accept  the  Cash
Offer.   Acceptances representing 25,845,873 Rea Brothers Shares are included
in the valid acceptances referred to above.

At  the  close  of business on 20 July 1999, the last trading  day  prior  to
announcement  of the Offer, Winterflood Securities ('WINS'), Close  Brothers'
market-making  division, held 11,750 Rea Brothers Shares,  representing  0.02
per  cent.  of Rea Brothers' current issued share capital.  WINS  ceased  all
dealings in relevant securities of Rea Brothers on 21 July 1999 and undertook
not  to  sell,  vote  or assent to the Offer any of the 11,750  Rea  Brothers
Shares that it holds until and unless the Offer is declared unconditional  as
to  acceptances.   Following the Offer being declared  unconditional  in  all
respects today WINS intends to accept the Cash Offer in respect of these  Rea
Brothers Shares.

Save  as  disclosed above, neither Close Brothers nor any person  acting,  or
deemed  to  be  acting, in concert with Close Brothers held any Rea  Brothers
Shares  (or rights over such shares) prior to the commencement of  the  Offer
Period  on  21 July 1999, or has otherwise acquired or agreed to acquire  Rea
Brothers Shares (or rights over such shares) during the Offer Period.

Close  Brothers has received satisfactory written confirmations in connection
with  the  acquisition of Rea Brothers Shares pursuant to the Offer from  the
Financial   Services   Authority,   the  Investment   Management   Regulatory
Organisation, the Personal Investment Authority, the Securities  and  Futures
Authority,  the  Isle of Man Financial Supervision Commission,  the  Guernsey
Financial Services Commission and the Cayman Monetary Authority.

The  Offer,  comprising the Share Offer and the Cash Offer,  has  today  been
declared unconditional in all respects, subject only to the admission of  the
New  Close Brothers Shares to the Official List of the London Stock  Exchange
becoming  effective,  which is expected to occur at  9.00  a.m.  today.   The
Offer,  comprising the Share Offer and the Cash Offer, will remain  open  for
acceptance until further notice.

The  consideration  due  to  accepting  Rea  Brothers  Shareholders  will  be
despatched  on  or  before 31 August 1999 in respect of  acceptances  already
received  which are complete in all respects, and within 14 days of the  date
of receipt of further acceptances which are complete in all respects.

18 August 1999

_____________________________________________________________________________

PRESS ENQUIRIES

Close Brothers                                      0171 426 4000
Rod Kent, Managing Director
Peter Winkworth, Director

Schroders                                           0171 658 6000
Mark Warham
Jan Skarbek


This  announcement does not constitute an offer or an invitation  to  acquire
any securities.

The  definitions set out in the offer document dated 27 July  1999  apply  in
this announcement.

The Offer is not being made, directly or indirectly, in or into, or by use of
the   mails  or  any  other  means  or  instrumentality  (including,  without
limitation,  facsimile  transmission, telex or telephone)  or  interstate  or
foreign commerce of, or any facilities of a national securities exchange  of,
the  USA, Canada, Australia or Japan and is not capable of acceptance by  any
such  use,  means,  instrumentality or facilities or  from  within  the  USA,
Canada, Australia or Japan.  Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from  the  USA,  Canada,  Australia  or  Japan  and  persons  receiving  this
announcement   (including  custodians,  nominees  and  trustees)   must   not
distribute or send it into or from the USA, Canada, Australia or Japan or use
such  mails or any such means, instrumentality or facility in connection with
the Offer and doing so may invalidate any purported acceptances of the Offer.

Schroders,  which  is  regulated  by  The Securities  and  Futures  Authority
Limited, is acting for Close Brothers and no one else in connection with  the
Offer  and  will not be responsible to anyone other than Close  Brothers  for
providing  the  protections afforded to the customers  of  Schroders  or  for
providing advice in relation to the Offer.


                                                                                                                                                                                                                     

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