RNS Number:4750L
BRIT Insurance Holdings PLC
23 May 2003

                                                                     23 May 2003


This announcement is not for release, publication or distribution in or into or
from the United States, Canada, Australia or Japan.

                          Brit Insurance Holdings PLC

                            Offer for PRI Group plc

           Offer declared wholly unconditional (save as to Admission)

Brit Insurance Holdings PLC ("Brit") refers to its announcement made on 9 April
2003 of its Offer for all of the issued and to be issued ordinary share capital
of PRI Group plc ("PRI") not already owned by Brit.  The Offer Document was
posted to PRI Shareholders on 1 May 2003 and the first closing date under the
Offer was 3.00 pm on 22 May 2003.

The Brit Board is pleased to announce that, following the satisfaction or waiver
(where capable of waiver) of all conditions to the Offer (save as to Admission),
the Offer is now declared unconditional in all respects (subject only to
Admission which is expected to take place on 27 May 2003).  The Offer will
remain open for acceptance until further notice.

Clive Coates, Chairman of Brit, said: "This is a tremendous leap forward for
Brit.  We are absolutely delighted that the Offer is now effectively
unconditional at the first closing date. We believe that the combined businesses
of Brit and PRI provide an excellent opportunity to service the UK and other
insurance markets with a wider product base and stronger capital base."

Neil Eckert, Chief Executive of Brit, said: "This transaction further
establishes Brit as a market leader in the UK small to medium commercial
insurance sector."

As at 3.00 pm on 22 May 2003, valid acceptances of the Offer had been received
in respect of, in aggregate, 124,929,195 PRI Shares representing, in aggregate,
approximately 96.1 per cent of PRI's total issued share capital (and
approximately 96.7 per cent of PRI's total issued share capital which is the
subject of the Offer).

Prior to the making of the Offer, Brit held 811,215 ordinary shares in PRI
representing approximately 0.62 per cent of the total issued ordinary share
capital of PRI.  Therefore, Brit either owns or has received valid acceptances
under the Offer in respect of, in aggregate, 125,740,410 PRI shares representing
approximately 96.7 per cent of PRI's total issued ordinary share capital.

Brit intends, following Admission, to exercise its rights pursuant to the
provisions of sections 428 to 430F (inclusive) of the Act to acquire
compulsorily the remaining PRI shares to which the Offer relates.

Terms defined in the Offer Document dated 1 May 2003 have the same respective
meanings in this announcement.

Enquiries:

Peter Goddard, Company Secretary
Brit Insurance Holdings PLC                    020 7984 8741

Simon Charles/Simon Law
Numis Securities Limited                       020 7776 1500

Peter Rigby
Haggie Financial                               020 7417 8989

Numis Securities Limited has approved the contents of this announcement solely
for the purposes of section 21 of the Financial Services and Markets Act 2000.
This announcement does not constitute an offer or an invitation to acquire any
securities.  Any such offer is only being made pursuant to the Offer Document
and Form of Acceptance.

The Offer is not being made, directly or indirectly, in or into or from the
United States, Canada, Australia or Japan or by use of the mails of, or by means
or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, any of these jurisdictions and the Offer is not
capable of acceptance by any such use, means or instrumentality or facilities or
from or within the United States, Canada, Australia or Japan.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Offer Document and the Form of Acceptance
accompanying the Offer Document.  PRI Shareholders who accept the Offer may only
rely on the Offer Document and the Form of Acceptance setting out the full terms
and conditions of the Offer and the related Listing Particulars.  In deciding
whether or not to accept the Offer in respect of their PRI Shares, PRI
Shareholders should rely only on the information contained, and procedures
described, in the Offer Document and Form of Acceptance and the information
contained in the Listing Particulars.

Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Brit and
no one else in connection with the Offer and will not be responsible to any
person other than Brit for providing the protections afforded to its customers
or for providing advice in relation to the Offer or any transaction or
arrangement referred to herein.






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