RNS Number:2955K
Royal Liver Assurance
23 April 2003

Royal Liver Assurance Limited

23 April 2003



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



                              Recommended Offer by



                    PricewaterhouseCoopers Corporate Finance



                                  on behalf of


                    Royal Liver (IFA Holdings) plc ("Newco")


   a wholly-owned subsidiary of Royal Liver Assurance Limited ("Royal Liver")



                                      for



                        Park Row Group plc ("Park Row")

                      (formerly Birchin International plc)



Offer declared wholly unconditional



Royal Liver announces that, as at 12:00 p.m. on 23 April 2003, Newco had
received valid acceptances of the Offer in respect of, in aggregate, 23,366,289
Park Row Shares, representing approximately 78.3 per cent. of Park Row's issued
share capital.  Included in these acceptances are valid acceptances for the
Earn-Out Alternative in respect of 11,525,145 Park Row Shares, representing
approximately 38.6 per cent. of Park Row's issued share capital.



Royal Liver announces that the Offer has been declared unconditional as to
acceptances.  All the remaining conditions of Newco's Offer for Park Row have
now been satisfied or waived and accordingly Royal Liver announces that the
Offer is declared unconditional in all respects.  The Offer will remain open for
acceptance until further notice.



Under the terms of the Offer, the Earn-Out Alternative is available to all Park
Row Shareholders who validly accept the Offer, subject to receipt of elections
for such alternative in respect of not more than 11,454,567 Park Row Shares
representing approximately 38.4 per cent. of the issued share capital of Park
Row.  As at 12:00pm on 23 April 2003 valid elections for the Earn-Out
Alternative have exceeded this maximum and therefore, such elections shall be
scaled back pro rata, such that acceptances will be satisfied in the proportion
38.4/38.6 being approximately 99.5 per cent., with the balance settled in cash.
Any elections for the Earn-Out Alternative after the date of this announcement
will be scaled back in the same proportion.  The Earn-Out Alternative will
remain open until 3:00 pm on 12 May 2003 at which date it will close.



On 18 March 2003, Royal Liver announced that it had received undertakings to
accept the Offer in respect of, in aggregate, 11,133,485 Park Row Shares
representing 37.3 per cent. of Park Row's issued share capital.  Valid
acceptances have now been received in respect of all of these Park Row Shares.


Save as disclosed, neither Newco nor any person acting, or deemed to be acting,
in concert with Newco held Park Row Shares (or rights over such shares)
immediately prior to the commencement of the Offer Period, nor has any such
person acquired or agreed to acquire (other than pursuant to the Offer or by way
of transfer from a spouse) any Park Row Shares (or rights over such shares)
during the Offer Period.



Newco intends to procure that Park Row make an application to the London Stock
Exchange for the cancellation of the admission to trading of Park Row Shares on
AIM.  The anticipated date of such cancellation is 22 May 2003.  Such
cancellation will significantly reduce the liquidity and marketability of Park
Row Shares not assented to the Offer.



The Independent Directors of Park Row recommend that all Park Row Shareholders
who have not yet accepted the Offer should accept the Offer at the earliest
opportunity, as the Independent Directors believe it would not be in Park Row
Shareholders' interests to retain shares in an unlisted company that will be a
subsidiary of Royal Liver.



Park Row Shareholders who have not yet accepted the Offer are urged to complete,
sign and return the Form of Acceptance (whether or not their Park Row Shares are
in CREST) as soon as possible to be received by post or (during normal business
hours) by hand at Northern Registrars Limited, Northern House, Woodsome Park,
Fenay Bridge, Huddersfield HD8 0LA.  If you have lost your Form of Acceptance or
have any other queries in connection with the Offer, you should contact Northern
Registrars at the above address or by phone on 01484 600901.



Those Park Row Shareholders who have validly accepted the Offer as at 12:00 pm
on 23 April 2003 will be sent the offer consideration by 7 May 2003.
Consideration in respect of valid acceptances received following the date of
this announcement will be despatched to accepting Park Row Shareholders within
14 days of such receipt.



Mike Warr, Director of IFA Operations and Development at Royal Liver, commented:



"We are delighted at the response to the Offer and that we have been able to
declare the Offer unconditional.  We are firmly committed to this acquisition
and to the future of Park Row as an autonomous part of Royal Liver.  We look
forward to getting started immediately on working with Park Row's excellent
management team in building the business on the basis of the sound model they
have already put in place".



Rick Abbott, Chief Executive of Park Row, added:



"We are delighted to have the support of our shareholders in accepting this
Offer.  This confirms our commitment to the deal and corroborates the choice of
Royal Liver as a strong owner for our business going forward.  In terms of
growing the business this Offer will put us in an even stronger position to
achieve our objectives and gives us more opportunities to support and
incentivise our IFA and mortgage advisers."
Enquiries:


Royal Liver
Steve Burnett, Chief Executive                                     0151 600 4146
Mike Warr, Director of IFA Operations and Development              0151 600 4269

Park Row
Rick Abbott, Chief Executive                                       020 7929 6633
J-P Wilkins, Marketing and Operations Director



Definitions used in the Offer Document have the same meaning in this
announcement.



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



The Guaranteed Loan Notes and Earn-Out Loan Notes to be issued pursuant to the
Earn-Out Alternative have not been, and will not be, registered under the United
States Securities Act of 1933 (as amended) or under any relevant securities laws
of any state or other jurisdiction of the USA, nor have the relevant clearances
been, nor will they be, obtained from the securities commission or similar
authority of any province or territory of Canada and no prospectus has been or
will be filed, or registration made, under any securities law or any province or
territory of Canada, nor has a prospectus in relation to the Guaranteed Loan
Notes or the Earn-Out Loan Notes been, nor will one be lodged, with or
registered by the Australian Securities and Investments Commission nor have any
steps been taken, nor will any steps be taken to enable the Guaranteed Loan
Notes or Earn-Out Loan Notes to be offered in compliance with applicable
securities laws of Japan or the Republic of Ireland.  Accordingly, unless an
exception under such Act or securities laws is available, neither the Guaranteed
Loan Notes nor the Earn-Out Loan Notes (nor any right to receive the same) may
be offered, sold, re-sold or delivered, directly or indirectly, in, into or from
the USA, Canada, Australia, Japan or the Republic of Ireland or any other
jurisdiction in which an offer of Guaranteed Loan Notes or Earn-Out Loan Notes
(or any right to receive the same) would constitute a violation of relevant laws
or require registration thereof or to or for the account or benefit of any US
Person or resident of Canada, Australia, Japan or the Republic of Ireland.



The Royal Liver Directors and the Newco Directors, whose names are set out in
the Offer Document, accept responsibility for the information contained in this
announcement (other than that relating to the Independent Directors and the
recommendation of the Independent Directors) and confirm that, to the best of
their knowledge and belief (having taken all reasonable care to ensure that such
is the case), the information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of such
information.



The Independent Directors of Park Row, whose names are set out in the Offer
Document, accept responsibility for the expression of opinion and recommendation
by the Independent Directors contained in this announcement.



PricewaterhouseCoopers is authorised by the Financial Services Authority to
carry on investment business.  PricewaterhouseCoopers Corporate Finance, a
division of PricewaterhouseCoopers, is acting exclusively for Royal Liver and
Newco and for no one else in relation to the Offer and will not be responsible
to anyone other than Royal Liver and Newco for providing the protections
afforded to clients of PricewaterhouseCoopers or for giving advice in relation
to the Offer or any other matter referred to in this announcement.



This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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