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Wren PLC (WRE)

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Wednesday 21 July, 1999

Wren PLC

Offer Acceptances, etc.

WREN PLC
21 July 1999


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


    OFFER ON BEHALF OF THE BENFIELD & REA INVESTMENT TRUST PLC FOR WREN PLC
                                       
                         LLOYD'S REGULATORY APPROVALS
                                       
                                   BRIT EGM
                                       
                       AM BEST RATING FOR BRIT INSURANCE
                                       
Offer acceptances

The board of BRIT announces that as at 3.00 pm on 20 July 1999, the first
closing date  of  the  Offer,  BRIT had received acceptances in respect  of  a
total  of 41,121,290 Wren Shares (representing approximately 57.9 per cent of
Wren's issued share capital). BRIT itself owns (and held prior to the
commencement of the Offer Period)  19,056,011  Wren Shares (representing
approximately  26.8  per  cent  of Wren's  issued share capital). To date,
elections have been made for the  Partial Cash  Alternative in respect of
5,787,494 Wren Shares and for the Mix and  Match Election  in  respect of
3,229,179 Wren Shares.  The Offer now remains  open  for acceptance at least
until 3.00 pm on 3 August 1999.  The Partial Cash Alternative and the Mix and
Match Election will also be extended at least until 3.00 pm on  3 August 1999.

The total number of valid acceptances received includes acceptances by certain
of the Wren Directors for 8,692,178 Wren Shares (representing approximately
12.2 per cent  of  Wren's issued share capital) which were the subject of
undertakings  to accept  the  Offer. The total number of acceptances also
includes acceptances  by funds  managed  by  Baillie  Gifford  for  1,500,000 
Wren  Shares  (representing approximately 2.1 per cent of Wren's issued share
capital) which were the subject of an undertaking to accept the Offer.

Neither BRIT, nor any person acting in concert with BRIT for the purposes of 
the Offer,  has  acquired or agreed to acquire any Wren Shares (or rights 
over  such shares)  since 15 June 1999 (the date on which the Offer Period
commenced)  other than  pursuant  to  the  Offer.  Benfield Greig Group PLC,
Raphael  Zorn  Hemsley Limited,  Chaucer Holdings plc, Kiln plc, Torch
Holdings plc, Rea Brothers  Group plc  and  its subsidiaries including Rea
Brothers (Investment Management) Limited and  the  BRIT  Directors are deemed
to be acting in concert with  BRIT  for  the purposes  of  the  Offer.  Prior
to the commencement of the  Offer  Period  these concert  parties held
1,372,608 Wren Shares (representing approximately  1.9  per cent  of Wren's
issued share capital).  Acceptances by BRIT's concert parties  in
respect  of Wren Shares owned or controlled by them are as follows: Raphael 
Zorn Hemsley  Limited:  110,926  Wren  Shares; Rea  Brothers  (Investment 
Management) Limited (on behalf of discretionary clients): 1,153,271 Wren
Shares; Neil Eckert: 58,672 Wren Shares; and Jo Welman: 3,000 Wren Shares.

Lloyd's regulatory approvals

The  Council  of Lloyd's has confirmed to BRIT that it has granted,  inter 
alia, Benfield Greig Limited and Wren Syndicates Management Limited the full
period  of six months to enable them to make arrangements to rectify the
potential breach of the  divestment  provisions of the Lloyd's Act which would
have occurred  if  the BRIT  Offer for Wren were to be declared unconditional
in all respects at a  time when  John Coldman and Neil Eckert were otherwise
directors of BRIT and directors or shareholders of Benfield Greig.

As  envisaged in BRIT's Offer Document and Listing Particulars, the Board of
BRIT will  therefore seek a replacement to take over the position of John 
Coldman  as Chairman of BRIT during the six months from the date that the
Offer becomes or is declared unconditional in all respects.

Lloyd's has also given all other necessary change of control approvals to 
enable the Offer to proceed.

BRIT EGM

The  Offer  remains  conditional upon, inter alia, upon the  passing  of 
certain resolutions  at an extraordinary meeting of BRIT which has been
convened  for  26 July 1999.

AM Best rating for BRIT Insurance

BRIT  Insurance  has been granted an A- ('excellent') rating  by  AM  Best.  
The following is an extract from AM Best's press release:

'The  rating  reflects  the  company's  excellent  operating  returns  since 
its inception in 1994, together with its strong solvency.  In AM Best's
opinion,  the management team has demonstrated its ability to achieve targeted
profits  with  a well-defined strategic plan.  The rating also reflects the
company's  experienced underwriting teams and its conservative reserving and
investment strategies'.

Contacts:

BRIT                 Neil Eckert, Chief Executive                0171 578 7000
Haggie Financial     David Haggie                                0171 417 8989

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

Raphael  Zorn  Hemsley  ('RZH'), which is regulated by  the  The  Securities 
and Futures Authority Limited, is acting for BRIT and no one else in
connection  with the Offer and will not be responsible to anyone other than
BRIT for providing the protections  afforded to customers of RZH or for
providing advice in relation  to the Offer.

Irrevocable undertakings to accept the Offer have been given by certain
directors of Wren in respect of a total of 8,692,178 Wren Shares held by them
(representing approximately  12.2  per  cent of Wren's issued share capital). 
An  irrevocable undertaking  to accept the Offer has also been given regarding
funds  managed  by Baillie  Gifford  in  respect of 1,500,000 Wren Shares held
by  it  (representing approximately  2.1 per cent of Wren's issued share
capital).  These  undertakings are  to  accept  the  Offer  and not to elect
for the Partial  Cash  Alternative. However, the undertakings in respect of an
aggregate of 30,000 Wren Shares  given by three of the Wren Directors, Messrs.
Baillie, Martin and Withers Green, and in respect  of  the  Wren Shares given
by Baillie Gifford, may be withdrawn  in  the event of a third party making an
offer for Wren which is recommended by Wren  and which  values the Wren Shares
at an amount which is more than 15 per  cent  above the  value  attributed  to
the Wren Shares under  the  Offer.   The  three  Wren Directors named above
may elect for the Partial Cash Alternative.

The contents of this announcement have been approved by RZH and Benfield
Advisory solely for the purposes of section 57 of the Financial Services Act
1986.

Terms defined in the Offer Document shall have the same meanings when used
herein unless the context requires otherwise.


                                                                                                                                                                                                             

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