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Reliance Security Group plc

Date : 07/31/2007 @ 4:54AM
Source : UK Regulatory (RNS & others)
Stock : Reliance Security (RSG)
Quote : 920.0  0.0 (0.00%) @ 12:00AM
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Reliance Security Group plc

RNS Number:1681B
Brian Kingham
31 July 2007


Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia, Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.

ANNOUNCEMENT
For immediate release

31 July 2007

RECOMMENDED CASH OFFER FOR RELIANCE SECURITY GROUP PLC BY RELIANCE EXECUTIVE
LIMITED

   Summary of the Offer

*  The Board of Reliance Executive and the Independent Reliance Directors are
   delighted to announce that they have reached agreement on the terms of a
   recommended offer to be made by Reliance Executive for the entire issued and
   to be issued share capital of Reliance, other than an aggregate of 15,108,564
   Reliance Shares (representing approximately 70 per cent. of the entire
   existing issued share capital of Reliance) held by Brian Kingham and the
   Brian Kingham Settlements.

*  Independent Reliance Shareholders who accept the Offer, which will be made
   wholly in cash, will be entitled to receive 916 pence for each Reliance
   Share. The Offer values the entire existing issued share capital of Reliance
   at approximately #197 million.

*  The Offer represents a premium of approximately 28 per cent. to the Closing
   Price of 715 pence for each Reliance Share on 16 April 2007, being the last
   business day prior to the commencement of the Offer Period.

*  The consideration payable under the Offer will be financed through facilities
   made available by Barclays and RBS.

*  Reliance Executive (an indirect and wholly-owned subsidiary of Reliance
   Corporation Group) is a recently incorporated private limited company
   established for the purposes of making the Offer. The ordinary share capital
   of Reliance Corporation is held 100 per cent. by Brian Kingham.

*  The directors of Reliance Executive are Brian Kingham and Neil French. It is
   intended that following the Offer becoming or being declared unconditional in
   all respects, the Management Team (comprising Julian Nicholls, Mark Harrison
   and Jeremy Simon) will remain in their present positions and participate in
   various incentive arrangements of the Reliance Corporation Group. JPMorgan
   Cazenove considers the terms of the arrangements between the Management Team
   and Reliance Corporation Group to be fair and reasonable so far as
   Independent Reliance Shareholders are concerned.

*  Reliance Executive has received an irrevocable undertaking from Artemis
   Investment Management Limited to accept the Offer and vote in favour of
   Resolution 2 to be proposed at the EGM in respect of its entire holding of
   Reliance Shares (representing approximately 4.8 per cent. of the entire
   existing issued share capital of Reliance and approximately 16 per cent. of
   the Reliance Shares to which the Offer relates).

*  The conditions to and certain terms of the Offer are set out in the attached
   Announcement, together with certain information on Reliance and on Reliance
   Executive.

*  This summary should be read in conjunction with, and is subject to, the full
   text of the following Announcement. Appendix I to the Announcement contains
   the conditions to, and certain further terms of, the Offer. Appendix II to
   the Announcement contains the bases and sources of certain information used
   in this summary and in the following Announcement. Appendix III to the
   Announcement contains details of the irrevocable undertakings received by
   Reliance Executive. Appendix IV to the Announcement contains details of
   interests in certain Reliance Shares. Appendix V to the Announcement contains
   definitions of the terms used in this summary and the following Announcement.

Commenting on the Offer, Brian Kingham, Chairman of Reliance Executive, said:
"I am delighted to have reached agreement with the Independent Reliance
Directors on the terms of an offer for the Reliance Shares held by the
Independent Reliance Shareholders. I look forward to working with the Management
Team in the private arena to realise the full potential of the business over the
long-term. The Offer has been unanimously recommended by the Independent
Reliance Directors and represents an attractive opportunity for the Independent
Reliance Shareholders to whom it is extended to realise their investment".

Commenting on the Offer, Nigel Stapleton, Chairman of the Independent Reliance
Directors committee, said:
"The Independent Reliance Directors have given careful consideration to the
proposal received from Brian Kingham. We believe the Offer is full and fair and
pitched at an attractive premium to the company's share price. Taking also into
account Mr Kingham's clear long-term commitment to owning and running Reliance
and his commitment to respect the employment rights, including pension rights,
of all Reliance employees, we are happy to recommend the Offer to shareholders".

Enquiries:

Reliance Executive                Tel: + 44 (0) 207 730 9901
Brian Kingham
Neil French

Hawkpoint                         Tel: + 44 (0) 207 665 4500
Paul Baines
Chris Robinson
Joseph Ayala

Reliance                          Tel: + 44 (0) 1895 205 000
Nigel Stapleton

JPMorgan Cazenove                 Tel: + 44 (0) 207 588 2828
Malcolm Moir
Julian Cazalet


The Offer Document, the Form of Acceptance and the Form of Proxy will be posted
to Independent Reliance Shareholders as soon as practicable and, in any event,
within 28 days of this Announcement, other than to Independent Reliance
Shareholders resident in a Restricted Jurisdiction.

The Reliance Executive Directors accept responsibility for the information
contained in this Announcement other than: (i) the information relating to the
Reliance Group, the Reliance Directors and their immediate families, related
trusts and connected persons; (ii) the recommendations and opinions of the
Independent Reliance Directors relating to the Offer; (iii) the information
relating to the Management Team, their immediate families, related trusts and
connected persons; and (iv) the information relating to Brian Kingham his
immediate family, related trusts, connected persons and the Brian Kingham
Settlements. To the best of the knowledge and belief of the Reliance Executive
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.

The Reliance Directors accept responsibility for the information contained in
this Announcement relating to the Reliance Group, the Reliance Directors, their
immediate families, related trusts and connected persons (other than the
recommendation(s) and opinions of the Independent Reliance Directors relating to
the Offer, for which only the Independent Reliance Directors accept
responsibility as set out below and other than the information contained in this
Announcement relating to the Management Team, their immediate families, related
trusts and connected persons for which only the Management Team accept
responsibility as set out below and other than the information relating to Brian
Kingham, his immediate family, related trusts, connected persons and the Brian
Kingham Settlements for which only Brian Kingham accepts responsibility as set
out below). To the best of the knowledge and belief of the Reliance Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

The Independent Reliance Directors accept responsibility for the recommendation
and opinions of the Independent Reliance Directors relating to the Offer. To the
best of the knowledge and belief of the Independent Reliance Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this Announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.

The members of the Management Team accept responsibility for the information
contained in this Announcement relating to the Management Team, their immediate
families, related trusts and connected persons. To the best of the knowledge and
belief of the Management Team (who have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for which they
are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Brian Kingham accepts responsibility for the information contained in this
Announcement relating to himself, his immediate family, related trusts,
connected persons and the Brian Kingham Settlements. To the best of the
knowledge and belief of Brian Kingham (who has taken all reasonable care to
ensure that this is the case) the information contained in this Announcement for
which he is responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting for Reliance Executive and no one else in
connection with the Offer and will not be responsible to anyone other than
Reliance Executive for providing the protections afforded to clients of
Hawkpoint or for providing advice in connection with the Offer.

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Reliance and no one
else in connection with the Offer and will not be responsible to anyone other
than Reliance for providing the protections afforded to clients of JPMorgan
Cazenove nor for providing advice in relation to the Offer.

This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer will be made solely by means of the
Offer Document which will contain the full terms and conditions of the Offer and
details of how the Offer may be accepted, the Form of Acceptance (in respect of
certificated Reliance Shares) and a notice to be published in the London
Gazette.

Unless otherwise determined by Reliance Executive and permitted by applicable
law and regulation, the Offer will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within a Restricted Jurisdiction. Accordingly, copies of
this Announcement are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this Announcement (including, without
limitation, custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from a Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Offer. The
availability of the Offer to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about, and, observe any
applicable requirements.

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Reliance, all "dealings" in any "relevant securities" of Reliance
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. on the business day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Reliance, they will be deemed
to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Reliance by Reliance Executive or by any its "associates", must
be disclosed by no later than 12.00 p.m. on the business day following the date
of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.

Terms in quotations marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to the application of Rule 8 of
the Code to you, please contact an independent financial adviser authorised
under the Financial Services and Markets Act 2000 (as amended), consult the
Panel's website or contact the Panel on telephone number +44 (0) 20 7382 9026 or
fax +44 (0) 20 7638 1554. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.

If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.

Copies of this Announcement can be found at Reliance's website at
www.reliancesecurity.co.uk.

Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia, Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.

ANNOUNCEMENT

For immediate release

31 July 2007

RECOMMENDED CASH OFFER FOR RELIANCE SECURITY GROUP PLC BY RELIANCE EXECUTIVE
LIMITED


 1.  Introduction

     On 17 April 2007, Brian Kingham, the Chairman of Reliance, announced that
     he was at a very preliminary stage of considering the possibility of making
     an offer for the issued share capital of Reliance.

     The Board of Reliance Executive (an indirect and wholly-owned subsidiary of
     Reliance Corporation), which has been advised by Hawkpoint, announces today
     that it has reached agreement with the Independent Reliance Directors on
     the terms of a recommended cash offer to be made by Reliance Executive for
     the entire issued and to be issued ordinary share capital of Reliance,
     other than an aggregate of 15,108,564 Reliance Shares (representing
     approximately 70 per cent. of the entire existing issued share capital of
     Reliance) held by Brian Kingham and the Brian Kingham Settlements.

     Independent Reliance Shareholders who accept the Offer, which will be made
     wholly in cash, will be entitled to receive 916 pence for each Reliance
     Share. The Offer values the entire existing issued share capital of
     Reliance at approximately #197 million.

     The formal Offer will be set out in the Offer Document, which is expected
     to be dispatched to Independent Reliance Shareholders as soon as is
     practicable following the release of this Announcement.

 2.  The Offer

     Under the Offer, Reliance Executive will offer to acquire all of the
     Reliance Shares to which the Offer relates, on the terms and subject to the
     conditions set out or referred to in Appendix I to this Announcement, on
     the following basis:

     for each Reliance Share                    916 pence in cash

     The Offer represents:

 -   a premium of approximately 28.0 per cent. to the Closing Price of 715 pence
     for each Reliance Share on 16 April 2007, being the last business day prior
     to the commencement of the Offer Period; and

 -   a premium of approximately 8.8 per cent. to the Closing Price of 842 pence
     for each Reliance Share on 30 July 2007, being the last business day prior
     to the date of this Announcement.

Full acceptance of the Offer (on the bases and sources set out in Appendix II to
this Announcement) will result in a cash payment of approximately #60.5 million.
This payment will be funded from new facilities being made available by Barclays
and RBS to Reliance Corporation Group, details of which are set out in paragraph
11 of this Announcement.

Details of certain further terms of, and the conditions to, the Offer are set
out below and in Appendix I to this Announcement, and will be set out in the
Offer Document.

 3.  Background to and reasons for the Offer

     As founder and controlling shareholder of Reliance, Brian Kingham strongly
     believes that, in order to maximise the long-term profitable growth of the
     business, it is essential that the Management Team be exclusively focused
     on the growth of the business and, accordingly, significantly incentivised
     to achieve this aim. Mr Kingham also believes that private ownership will
     afford the executive management team more flexibility in managing the
     challenges between short and long-term commercial opportunities.

     As Chairman of Reliance, Mr Kingham believes that the Board of Reliance is
     highly unlikely to seek to raise capital from equity markets or to need to
     use Reliance Shares as currency for potential acquisitions in the
     foreseeable future. Mr Kingham has therefore conceived the Offer as a means
     to eliminate the distractions associated with the media and the stock
     market, to put in place a highly motivational management incentivisation
     scheme and to avoid the costs and administrative burden of maintaining an
     unnecessary stock market quotation.

     Finally, Brian Kingham has confirmed in writing to the Independent Reliance
     Directors that he does not have any current intention, nor does he
     anticipate having any intention in the foreseeable future, of disposing or
     seeking to dispose of his Reliance Shares (representing approximately 32
     per cent. of the entire existing issued share capital of Reliance) other
     than to the Reliance Corporation Group. The trustees of the Brian Kingham
     Settlements hold an aggregate of 8,278,155 Reliance Shares (representing
     approximately 39 per cent. of the entire existing issued share capital of
     Reliance) in their capacity as trustees of the Brian Kingham Settlements.
     Brian Kingham has also confirmed that he is not aware of any intention of
     the trustees of the Brian Kingham Settlements to dispose of or seek to
     dispose of any Reliance Shares, either now or in the foreseeable future
     other than to the Reliance Corporation Group, and he does not have any
     current intention (nor does he anticipate doing so in the foreseeable
     future) of persuading or encouraging the trustees to do the same.

     It is the view of the Independent Reliance Directors that the prospects of
     a sale of all or a majority of the Reliance Shares to a third party, either
     currently or in the foreseeable future, are highly unlikely.

 4.  Irrevocable Undertakings

     Reliance Executive has received an irrevocable undertaking from Artemis
     Investment Management Limited to accept the Offer and vote in favour of
     Resolution 2 to be proposed at the EGM in respect of its entire holding of
     Reliance Shares (representing approximately 4.8 per cent. of the entire
     existing issued share capital of Reliance and approximately 16 per cent. of
     the Reliance Shares to which the Offer relates).

     None of the Reliance Directors (other than Brian Kingham) hold Reliance
     Shares; however, each of Julian Nicholls and Mark Harrison who hold
     Reliance Options, have entered into irrevocable undertakings to exercise in
     full their Reliance Options and accept the Offer (following the proposals
     being made to Reliance Optionholders). These irrevocable undertakings
     remain binding, even in the event of a higher competing offer for Reliance,
     unless the Offer lapses or is withdrawn.

     Further details of these irrevocable undertakings are set out in Appendix
     III to this Announcement.

 5.  Information on the Reliance Corporation Group

     Reliance Executive (an indirect and wholly-owned subsidiary of Reliance
     Corporation) is a recently incorporated private limited company established
     for the purposes of making the Offer, the directors of which are Brian
     Kingham and Neil French.

     Pursuant to the Share Exchange Agreements, Reliance Executive has agreed to
     acquire:

      -   6,830,409 Reliance Shares held by Brian Kingham (being all of the
          Reliance Shares held by Brian Kingham) conditional, inter alia, upon
          the Offer becoming or being declared unconditional in all respects;
          and

      -   8,278,155 Reliance Shares held by the Brian Kingham Settlements (being
          all of the Reliance Shares held by the Brian Kingham Settlements)
          conditional, inter alia, upon the Offer becoming or being declared
          unconditional in all respects and valid acceptances having been
          received in respect of not less than two-thirds of the Reliance Shares
          to which the Offer relates.

     The Reliance Shares held by Brian Kingham and the Brian Kingham Settlements
     represent approximately 70 per cent. of the entire existing issued share
     capital of Reliance.

     Following the Offer becoming or being declared unconditional in all
     respects, the ordinary shares in the capital of Reliance Corporation will
     continue to be held 100 per cent. by Brian Kingham. The Brian Kingham
     Settlements will exchange 8,278,155 Reliance Shares, ultimately, for
     unsecured loan notes to be issued by Reliance Corporation, further details
     of which will be set out in the Offer Document.

     The ultimate holding company of the Reliance Corporation Group is Reliance
     Corporation which owns the entire issued share capital of Reliance
     Enablement. Reliance Enablement, in turn, owns the entire issued share
     capital of Reliance Executive. The Reliance Corporation Group is initially
     being financed by approximately #100,000 of ordinary shares and preference
     shares in Reliance Corporation to be subscribed for by Brian Kingham and
     Barclays. Approximately #80 million will be provided under term loan and
     revolving credit facilities made available by Barclays and RBS to Reliance
     Enablement. To date, no member of the Reliance Corporation Group has traded
     or engaged in any activities, other than those incidental to its
     incorporation and the making of the Offer.

     Brian Kingham, the Brian Kingham Settlements, the Management Team and the
     members of the Reliance Corporation Group are deemed to be acting in
     concert for the purposes of the Code.

 6.  Information on Reliance

     Reliance is an established market leader in the provision of contract
     security, facilities management, support services and business process
     outsourcing. Reliance employs over 12,000 people from a network of offices
     throughout the UK.

     In the year ended 27 April 2007, revenues (including share of joint
     ventures) were up 8.8 per cent. to #345.5 million (2006: #317.5 million).
     Profit on ordinary activities before taxation and exceptional items was
     #13.6 million (2006: #13.1 million). Diluted earnings per share before
     exceptional items amounted to 46.2 pence (2006: 41.9 pence).

 7.  Directors, management, employees and location

     The Reliance Executive Board has given assurances to the Independent
     Reliance Directors that, following the Offer becoming or being declared
     unconditional in all respects, the existing employment rights, including
     pension rights, of all Reliance Group employees will be fully safeguarded.

     Reliance Executive confirms that it has no plans to alter existing
     arrangements with employees or to change the locations of the Company's
     places of business.

 8.  Reliance Share Option Schemes

     The Offer will extend to any Reliance Shares which are issued or
     unconditionally allotted and fully paid (or credited as fully paid) before
     the date on which the Offer closes (or, subject to the Code, by such
     earlier date as Reliance Executive may decide), including Reliance Shares
     issued pursuant to the exercise of Reliance Options granted under the
     Reliance Share Option Schemes or otherwise.

     Appropriate proposals will be made to Reliance Optionholders. The proposals
     will invite Reliance Optionholders to exercise their Reliance Options
     immediately prior to the Offer becoming or being declared unconditional in
     all respects and to accept the Offer for the Reliance Shares so acquired.

     The Remuneration Committee has resolved that, subject to the Offer becoming
     or being declared unconditional in all respects, the performance conditions
     in respect of the Reliance 1996 Share Option Scheme and in respect of the
     Reliance Options granted in 2004 under the Reliance Long Term Incentive
     Plan be waived. Performance conditions in respect of the Reliance Options
     granted under the Reliance Long Term Incentive Plan in 2005 and 2006 will
     be reviewed prior to the Offer becoming or being declared unconditional.

     The Reliance Shadow Share Option Scheme, which is a cash scheme, will pay
     cash to the relevant Reliance Optionholders within 30 days of the Offer
     becoming or being declared unconditional in all respects.

 9.  Management Arrangements

     The Management Team comprises Julian Nicholls, Mark Harrison and Jeremy
     Simon (Reliance Group Company Secretary and legal counsel). It is intended
     that, following the Offer becoming or being declared unconditional in all
     respects, the Management Team will participate in the following incentive
     arrangements to be established by Reliance Corporation:

(a) LTIP

    In order to ensure that the Management Team is fully incentivised, it is
    proposed that, following the Offer becoming or being declared unconditional
    in all respects, the directors of Reliance Corporation will seek to
    implement a long term management incentive scheme (the "LTIP") for the
    benefit of the Management Team. Participation in the LTIP may also be
    offered to a limited number of Reliance Corporation senior executives.

    It is proposed that the LTIP will permit participants to choose as to
    whether to be awarded a specific number of deferred purchase shares ("
    Deferred Shares") in the capital of Reliance Corporation, a number of
    phantom share awards ("Phantom Shares") based on the value of shares in the
    capital of Reliance Corporation, or a proportion of each. The value of these
    Deferred Shares and Phantom Shares (together the "Shares") will be
    determined over a four year performance period (the "Performance Period") in
    accordance with a pre-determined valuation methodology referenced to an
    increase in the value of Reliance Corporation shares over the Performance
    Period. The Phantom Shares will entitle the participant to an amount of cash
    based on the value of the shares. As such, awards under the LTIP will only
    be realised at the full value of the shares after the expiry of the
    Performance Period or, if earlier, in the event of a change of control of
    Reliance Corporation or upon the participant leaving the Reliance
    Corporation Group in certain limited circumstances to the extent that a
    performance condition based on the value of the shares in the capital of
    Reliance Corporation is met.

    To the extent that the performance condition has been satisfied, the
    participants may retain some or all of their Shares for up to two years
    following the expiry of the Performance Period. Thereafter, Reliance
    Corporation will have an agreed period of time to call for the sale of the
    Deferred Shares and pay cash to satisfy the Phantom Shares.

    The LTIP awards will vest in full if the average annual increase in the
    value of Reliance Corporation ordinary shares over the Performance Period is
    not less than 40 per cent. In the event of a 40 per cent. increase, it is
    projected that the value of such awards (before tax) payable to the
    Management Team and the limited number of Reliance Corporation senior
    executives referred to above will be an aggregate of #17 million. The
    Management Team's share of this total would be approximately #8 million, of
    which #4 million would be payable to Julian Nicholls (in his capacity as
    Reliance Group Managing Director) but no other individual award would be
    higher than #2 million. To the extent that the increase in the value of
    Reliance Corporation ordinary shares is less than 40 per cent., awards will
    vest only to a reduced extent determined by reference to a pre-agreed
    sliding scale. To the extent that the increase in the value of Reliance
    Corporation ordinary shares is more than 40 per cent, awards will vest in
    full and the value of the awards would increase above #17 million to reflect
    out-performance.

(b) Management subscription of shares

    It is proposed that following the Offer becoming or being declared
    unconditional in all respects, the Management Team and a limited number of
    Reliance Corporation senior executives will be given a limited opportunity
    to subscribe for shares ("Subscribed Shares") in the capital of Reliance
    Corporation for consideration equal to the value of Reliance Corporation
    shares implied by the Offer. It is anticipated that the aggregate value of
    the Subscribed Shares at the date of subscription will not exceed #1.4
    million.

    Provided that the Subscribed Shares are held by the participant for a four
    year period and that the participant remains a Reliance Corporation senior
    executive for the whole of that period, one Phantom Share will be delivered
    to the participant for every two Subscribed Shares held. There will be no
    other performance conditions attaching to these Phantom Shares.

(c) Long Term Cash Bonus Scheme

    It is intended that certain other senior executives who will not participate
    in the LTIP, as set out in paragraph 9(a) above, will participate in a
    separate, cash-based long-term incentive scheme.

(d) Annual Cash Bonus Scheme

    In addition to the LTIP, as set out in paragraph 9(a) above, it is also
    proposed that the Management Team will be entitled to participate in a
    Reliance Corporation Group annual cash bonus scheme which will operate on a
    basis similar to the existing arrangements in place for the Reliance Group.

    JPMorgan Cazenove considers the terms of the Management Arrangements to be fair
    and reasonable so far as the Independent Reliance Shareholders are concerned.

 10.  Extraordinary General Meeting

      Rule 16 of the Code states that, "except with the Panel's consent, an
      offeror or persons acting in concert with it may not make any arrangements
      with shareholders and may not deal or enter into arrangements to deal in
      shares of the offeree company or enter into arrangements which involve
      acceptance of an offer, either during an offer period or when an offer is
      reasonably in contemplation, if there are favourable conditions attached
      which are not being extended to all shareholders." In light of the
      provisions of Rule 16, the Panel has reviewed the Management Arrangements
      and has agreed, subject to Independent Reliance Shareholders' approval on
      a poll vote at the EGM, inter alia, to allow the Offer to be made.

      Accordingly, an EGM, notice of which will be set out in the Offer
      Document, will be convened. Resolution 1 set out in the notice of EGM to
      be contained in the Offer Document will be proposed, pursuant to the Code,
      to approve the Management Arrangements. In order to comply with the
      requirements of the Panel and Rule 16 of the Code, the vote on Resolution
      1 will be taken on a poll and only the Independent Reliance Shareholders
      will be entitled to vote thereon. The Offer is conditional, inter alia,
      upon the passing of Resolution 1.

      JPMorgan Cazenove considers the terms of the Management Arrangements to be
      fair and reasonable as far as the Independent Reliance Shareholders are
      concerned. The Independent Reliance Directors will unanimously recommend
      the Independent Reliance Shareholders to vote in favour of Resolution 1 to
      be proposed at the EGM.

      Two further resolutions will be proposed at the EGM to approve, inter
      alia, the making of an application cancelling the admission of the
      Reliance Shares to trading on AIM and the re-registration of Reliance as a
      private limited company under section 53 of the Act.

 11.  Financing of the Offer

      The consideration payable under the Offer will be financed through
      committed cash resources, further details of which are set out below,
      which will be made available to Reliance Executive and the Reliance
      Corporation Group by Barclays and RBS.

       -   The Reliance Corporation Group will initially be financed using a
           combination of equity and debt. Approximately #100,000 will by
           provided by Brian Kingham and Barclays for an equity subscription for
           ordinary and preference shares in Reliance Corporation.

       -   Pursuant to a term and revolving agreement (the "Facility Agreement")
           Barclays and RBS will make available to Reliance Enablement a new
           sterling term loan and revolving facility of approximately #80
           million.

       -   The Offer is not being made to Brian Kingham and the Brian Kingham
           Settlements in respect of their Reliance Shares. Brian Kingham has
           agreed, conditional upon the Offer becoming or being declared
           unconditional in all respects, to sell 6,830,409 of his Reliance
           Shares to Reliance Executive in exchange for the issue of Reliance
           Executive loan notes.

       -   The trustees of the 1986 Settlement have agreed, conditional, inter
           alia, upon the Offer being declared unconditional in all respects, to
           sell 3,201,231 Reliance Shares to Reliance Executive for a cash
           consideration of #29,323,275, which will be invested in loan notes in
           Reliance Corporation. The trustees of the 1998 Settlement have also
           agreed, conditional, inter alia, upon the Offer becoming or being
           declared unconditional in all respects, to sell 5,076,924 Reliance
           Shares to Reliance Executive in exchange for #46,504,623 nominal of
           loan notes in Reliance Corporation.

       -   Reliance Corporation will loan certain of the monies received by way
           of subscription for the loan notes to Reliance Enablement, which will
           in turn loan these monies (together with funds received from Barclays
           and RBS pursuant to the new term loan and revolving facilities
           agreement) to Reliance Executive to enable it to fund the Offer and
           associated costs.

      Under the terms of the Facility Agreement, the consent of Barclays and RBS
      is required by Reliance Executive if and to the extent it wishes to waive
      or amend or treat as satisfied any condition of the Offer where such
      waiver or consent would be materially prejudicial to the interests of
      Barclays and RBS (unless required by the Code).

      Further details of the financing of the Offer will be set out in the Offer
      Document.

      Hawkpoint has confirmed that it is satisfied that the necessary financial
      resources are available to Reliance Executive to enable it to satisfy in
      full the consideration payable by Reliance Executive as a result of full
      acceptance of the Offer.

 12.  Inducement fee

      Reliance Executive has entered into an inducement fee arrangement with
      Reliance and before the inducement fee was agreed, Brian Kingham confirmed
      to the Independent Reliance Directors that Reliance Executive would not
      make the Offer without entering into the inducement fee arrangement with
      Reliance.

      The inducement fee agreement was entered into between Reliance and
      Reliance Executive on 30 July 2007, pursuant to which Reliance has agreed
      to pay a fee of approximately #1.97 million (being 1 per cent. of the
      value of the entire existing issued share capital of Reliance at 916 pence
      per Reliance Share) to Reliance Executive (inclusive of any irrecoverable
      VAT) in the following circumstances:

      (a)  where a third party makes an offer to acquire the Reliance Shares
           before the Offer lapses or is withdrawn and such third party offer
           becomes or is declared unconditional in all respects or is completed;
           or

      (b)  where the Independent Reliance Directors subsequently withdraw or
           adversely modify their recommendation of the Offer, or recommend a
           third party offer.

 13.  Disclosure of interests in Reliance

      Save as disclosed in Appendix IV to this Announcement, neither Reliance
      Executive nor, so far as the Reliance Executive Directors are aware, any
      person acting in concert with it, has any interest in or right to
      subscribe for Reliance Shares or has any short position (including any
      short positions under a derivative, any agreement to sell or any delivery
      obligation or right to require another person to take delivery) in
      Reliance Shares, has borrowed or lent any Reliance Shares (save for any
      borrowed shares which have been either on-lent or sold) or has any
      arrangement in relation to Reliance Shares. For these purposes,
      "arrangement" includes any agreement to sell or any delivery obligation or
      right to require another person to purchase or take delivery and borrowing
      or lending of Reliance Shares. An "arrangement" also includes any
      indemnity or option arrangement, any agreement or understanding, formal or
      informal, of whatever nature relating to Reliance Shares which may be an
      inducement to deal or refrain from dealing in such securities. "Interest"
      includes any long economic exposure, whether conditional or absolute, to
      changes in the price of securities and a person is treated as having an
      "interest" by virtue of the ownership or control of securities, or by
      virtue of any option in respect of, or derivative referenced to,
      securities.

 14.  Further details of the Offer

      The Reliance Shares to be acquired by Reliance Executive pursuant to the
      Offer will be acquired fully paid and free from all liens, equities,
      charges, encumbrances, rights of pre-emption and other third party rights
      and interests of any nature whatsoever and together with all rights now or
      hereafter attaching thereto, including the right to receive and retain all
      dividends and other distributions (if any) declared, paid or made on or
      after 30 July 2007.

      Save as disclosed in paragraph 11 above, there are no agreements or
      arrangements to which Reliance Executive is a party which relate to the
      circumstances in which it may or may not invoke or seek to invoke a
      condition of the Offer.

 15.  Overseas Shareholders

      Unless otherwise determined by Reliance Executive and permitted by
      applicable law and regulation, the Offer will not be made, directly or
      indirectly, in or into, or by the use of the mails or by any means or
      instrumentality (including, without limitation, telephonically or
      electronically) of interstate or foreign commerce, or any facility of a
      national securities exchange, of a Restricted Jurisdiction and the Offer
      is not capable of acceptance by any such use, means, instrumentality or
      facility or from within a Restricted Jurisdiction. Accordingly, copies of
      the Offer Document and any related document are not being, and must not
      be, directly or indirectly, mailed or otherwise forwarded, distributed or
      sent in or into or from a Restricted Jurisdiction and persons receiving
      the Offer Document and any related document (including, without
      limitation, custodians, nominees and trustees) must not mail or otherwise
      forward, distribute or send them in or into or from a Restricted
      Jurisdiction. Doing so may render invalid any purported acceptance of the
      Offer. The availability of the Offer to persons who are not resident in
      the United Kingdom may be affected by the laws of the relevant
      jurisdictions. Persons who are not resident in the United Kingdom should
      inform themselves about and observe any applicable requirements.

 16.  Compulsory acquisition, cancellation of admission of Reliance Shares to
      trading on AIM and re-registration

      If Reliance Executive receives acceptances under the Offer in respect of,
      and/or otherwise acquires, 90 per cent. or more of the Reliance Shares to
      which the Offer relates and the Offer becomes or is declared unconditional
      in all respects, Reliance Executive intends to exercise its rights
      pursuant to the provisions of sections 974 to 991 (inclusive) of the
      Companies Act 2006 to acquire compulsorily any outstanding Reliance Shares
      not acquired or agreed to be acquired pursuant to the Offer or otherwise.

      Subject to the passing of Resolution 2 set out in the notice of EGM to be
      contained in the Offer Document, Reliance Executive intends to procure the
      making of an application cancelling the admission of the Reliance Shares
      to trading on AIM. It is anticipated that such cancellation to trading
      will take effect 20 business days following the passing of Resolution 2.
      The cancellation of the trading of the Reliance Shares will significantly
      reduce the liquidity and marketability of any Reliance Shares not assented
      to the Offer and their value may be affected in consequence.

      Subject to the passing of Resolution 3 set out in the notice of EGM to be
      contained in the Offer Document and to the Offer becoming or being
      declared unconditional in all respects, it is also intended that Reliance
      will seek to be re-registered as a private company under section 53 of the
      Act.

 17.  Reasons for recommending the Offer

      In reaching the decision to recommend the Offer to Independent Reliance
      Shareholders, the Independent Reliance Directors have taken into account,
      inter alia, the following factors:

       -   Price - the Offer Price represents a premium of approximately 28 per
           cent. to the Closing Price on 16 April 2007 (being the last business
           day prior to the commencement of the Offer Period) and of
           approximately 8.8 per cent. to the Closing Price on 30 July 2007
           (being the last business day prior to the publication of this
           Announcement).

       -   Prospects for the sale of Reliance to a third party - no proposals
           from any third party to make an offer for Reliance have been received
           by the Independent Reliance Directors. It is the view of the
           Independent Reliance Directors that the prospects of a sale of all or
           a majority of the Reliance Shares to a third party, either currently
           or in the foreseeable future, are highly unlikely.

      Accordingly, the Independent Reliance Directors consider that the Offer
      represents the best opportunity available to the Independent Reliance
      Shareholders to realise their investment in Reliance.

      The Independent Reliance Directors, having been so advised by JPMorgan
      Cazenove, consider the terms of the Offer to be fair and reasonable. In
      providing advice to the Independent Reliance Directors, JPMorgan Cazenove
      has taken into account the commercial assessments made by the Independent
      Reliance Directors.

      Accordingly, the Independent Reliance Directors will unanimously recommend
      Independent Reliance Shareholders to accept the Offer and to vote in
      favour of Resolution 1 to be proposed at the EGM.

 18.  General

      The Offer Document, the Form of Acceptance and Form of Proxy will be
      posted to Independent Reliance Shareholders as soon as practicable and in
      any event within 28 days of this Announcement, other than in relation to
      Independent Reliance Shareholders resident in a Restricted Jurisdiction.

      Appendix I to this Announcement contains conditions and further terms of
      the Offer. Appendix II contains the bases and sources of certain
      information used in this Announcement. Appendix III contains details of
      irrevocable undertakings received by Reliance Executive. Appendix IV
      contains details of interests in certain Reliance Shares. Appendix V
      contains definitions of certain terms used in this Announcement.

Reliance Executive                Tel: + 44 (0) 207 730 9901
Brian Kingham
Neil French

Hawkpoint                         Tel: + 44 (0) 207 665 4500
Paul Baines
Chris Robinson
Joseph Ayala

Reliance                          Tel: + 44 (0) 1895 205 000
Nigel Stapleton

JPMorgan Cazenove                 Tel: + 44 (0) 207 588 2828
Malcolm Moir
Julian Cazalet

The Offer Document, the Form of Acceptance and the Form of Proxy will be posted
to Independent Reliance Shareholders as soon as practicable and, in any event,
within 28 days of this Announcement, other than to Independent Reliance
Shareholders resident in a Restricted Jurisdiction.

The Reliance Executive Directors accept responsibility for the information
contained in this Announcement other than: (i) the information relating to the
Reliance Group, the Reliance Directors and their immediate families, related
trusts and connected persons; (ii) the recommendations and opinions of the
Independent Reliance Directors relating to the Offer; (iii) the information
relating to the Management Team, their immediate families, related trusts and
connected persons; and (iv) the information relating to Brian Kingham his
immediate family, related trusts, connected persons and the Brian Kingham
Settlements. To the best of the knowledge and belief of the Reliance Executive
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.

The Reliance Directors accept responsibility for the information contained in
this Announcement relating to the Reliance Group, the Reliance Directors, their
immediate families, related trusts and connected persons (other than the
recommendation(s) and opinions of the Independent Reliance Directors relating to
the Offer, for which only the Independent Reliance Directors accept
responsibility as set out below and other than the information contained in this
Announcement relating to the Management Team, their immediate families, related
trusts and connected persons for which only the Management Team accept
responsibility as set out below and other than the information relating to Brian
Kingham, his immediate family, related trusts, connected persons and the Brian
Kingham Settlements for which only Brian Kingham accepts responsibility as set
out below). To the best of the knowledge and belief of the Reliance Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

The Independent Reliance Directors accept responsibility for the recommendation
and opinions of the Independent Reliance Directors relating to the Offer. To the
best of the knowledge and belief of the Independent Reliance Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this Announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.

The members of the Management Team accept responsibility for the information
contained in this Announcement relating to the Management Team, their immediate
families, related trusts and connected persons. To the best of the knowledge and
belief of the Management Team (who have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for which they
are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Brian Kingham accepts responsibility for the information contained in this
Announcement relating to himself, his immediate family, related trusts,
connected persons and the Brian Kingham Settlements. To the best of the
knowledge and belief of Brian Kingham (who has taken all reasonable care to
ensure that this is the case) the information contained in this Announcement for
which he is responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting for Reliance Executive and no one else in
connection with the Offer and will not be responsible to anyone other than
Reliance Executive for providing the protections afforded to clients of
Hawkpoint or for providing advice in connection with the Offer.

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Reliance and no one
else in connection with the Offer and will not be responsible to anyone other
than Reliance for providing the protections afforded to clients of JPMorgan
Cazenove nor for providing advice in relation to the Offer.

This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer will be made solely by means of the
Offer Document which will contain the full terms and conditions of the Offer and
details of how the Offer may be accepted, the Form of Acceptance (in respect of
certificated Reliance Shares), and a notice to be published in the London
Gazette.

Unless otherwise determined by Reliance Executive and permitted by applicable
law and regulation, the Offer will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a Restricted and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from a Restricted Jurisdiction and persons receiving this Announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about, and,
observe any applicable requirements.

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Reliance, all "dealings" in any "relevant securities" of Reliance
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. on the business day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Reliance, they will be deemed
to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Reliance by Reliance Executive, or by any of its "associates",
must be disclosed by no later than 12.00 p.m. on the business day following the
date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.

Terms in quotations marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to the application of Rule 8 of
the Code to you, please contact an independent financial adviser authorised
under the Financial Services and Markets Act 2000 (as amended), consult the
Panel's website or contact the Panel on telephone number +44 (0)20 7382 9026 or
fax +44 (0)20 7638 1554. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.

If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.

Copies of this Announcement can be found at Reliance's website at
www.reliancesecurity.co.uk


























                                   APPENDIX I

                   CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer, which will comply with the applicable rules and regulations of the
London Stock Exchange and the Code and will be governed by English law and
subject to the jurisdiction of the courts of England, will be subject to the
terms and conditions set out below, in the Offer Document and (in respect of
certificated Reliance Shares) in the Form of Acceptance.

The Offer will be subject to the following conditions:

(a) valid acceptances of the Offer being received (and not, where permitted,
    withdrawn) by not later than 3.00 p.m. on the first closing date of the
    Offer or such later time(s) and/or date(s) as Reliance Executive may, with
    the consent of the Panel or subject to the Code, decide in respect of not
    less than 90 per cent. (or such lower percentage as Reliance Executive may
    decide) in nominal value of the Reliance Shares to which the Offer relates
    and not less than 90 per cent. (or such lower percentage as Reliance
    Executive may decide) of the voting rights carried by the Reliance Shares to
    which the Offer relates. For the purpose of this condition:

    (i)    the expression "Reliance Shares to which the Offer relates'' shall be
           construed in accordance with sections 974 to 991 (inclusive) of the
           Companies Act 2006; and

    (ii)   Reliance Shares which have been unconditionally allotted but not
           issued shall be deemed to carry the voting rights which they will
           carry on issue;

    (iii)  valid acceptance shall be treated as having been received in respect
           of any Reliance Shares that are, pursuant to section 979(8) and, if
           applicable, section 979(9) of the Companies Act 2006, treated as
           having acquired or unconditionally contracted to acquire by Reliance
           Executive by virtue of acceptances of the Offer;

(b) the passing at the EGM of Resolution 1 in the notice of such EGM (without
    amendment);

(c) no central bank government, governmental, quasi-governmental, supranational,
    statutory, administrative, regulatory body, or any court, institution,
    investigative body, association, trade agency or professional or
    environmental body or any other similar person or body in any jurisdiction
    (each, a "Relevant Authority'') having decided to take, institute, implement
    or threaten any action, proceeding, suit, investigation, enquiry or
    reference or enacted, made or proposed any statute, regulation, decision or
    order or having taken any other step or done anything and there not
    continuing to be outstanding any statute, regulation, decision or order
    which would or might reasonably be expected to:

    (i)    restrict or restrain, prohibit or delay to a material extent, impose
           additional adverse conditions or obligations with respect to, or
           otherwise interfere with the implementation of, the Offer or the
           acquisition of any Reliance Shares by Reliance Executive or any
           matters arising therefrom;

    (ii)   result in a material delay in the ability of Reliance Executive, or
           render Reliance Executive unable, to acquire some or all of the
           Reliance Shares;

    (iii)  require, prevent or materially delay the divestiture (or alter the
           terms envisaged for such divestiture) by any member of the wider
           Reliance Corporation Group or any member of the wider Reliance Group
           of all or any portion of their respective businesses, assets or
           properties or impose any limitation on the ability of any of them to
           conduct their businesses or own their respective assets or properties
           or any part thereof (in any such case to an extent which is material
           in the context of the wider Reliance Group or the wider Reliance
           Corporation Group);

    (iv)   impose any material limitation on, or result in a material delay in,
           the ability of any member of the wider Reliance Corporation Group to
           acquire or hold or exercise effectively, directly or indirectly, all
           or any rights of ownership of shares or other securities of any
           member of the wider Reliance Group or on the ability of any member of
           the wider Reliance Group to hold or exercise effectively, directly or
           indirectly, all or any rights of ownership of shares or other
           securities or to exercise management control over any other member of
           the wider Reliance Group;

    (v)    except pursuant to Part 28 of the Companies Act 2006, require any
           member of the wider Reliance Corporation Group or the wider Reliance
           Group to offer to acquire any shares or other securities or rights
           thereover in any member of the wider Reliance Group owned by any
           third party;

    (vi)   make the Offer or its implementation or the proposed acquisition by
           Reliance Executive of any shares or other securities in Reliance or
           the acquisition or control of Reliance or any member of the wider
           Reliance Group, illegal, void or unenforceable in or under the laws
           of any jurisdiction or directly or indirectly materially restrict or
           delay, prohibit or otherwise interfere with the implementation of, or
           impose additional conditions or obligations with respect to, or
           otherwise challenge, the Offer or the acquisition of any shares in
           Reliance, or control of Reliance, by Reliance Executive;

    (vii)  result in any member of the wider Reliance Group ceasing to be able
           to carry on business under any name under which it presently does so,
           the consequences of which would be material in the context of the
           wider Reliance Group or the wider Reliance Corporation Group taken as
           a whole;

    (viii) impose any limitation on the ability of any member of the wider
           Reliance Corporation Group or the wider Reliance Group to conduct or
           co-ordinate or integrate its business, or any part of it, with the
           business of any other member of the wider Reliance Corporation Group
           or the wider Reliance Group; or

    (ix)   otherwise adversely affect the business, assets, prospects or profits
           of any member of the wider Reliance Corporation Group to a material
           extent or the wider Reliance Group to a material extent,

    and all applicable waiting and other time periods during which any such
    Relevant Authority could decide to take, institute, implement or threaten
    any such action, proceeding, suit, investigation, enquiry or reference or
    otherwise intervene under the laws of any relevant jurisdiction having
    expired, lapsed or been terminated;

(d) all authorisations, orders, grants, recognitions, consents, confirmations,
    clearances, licences, permissions and approvals ("authorisations'') required
    by law in any jurisdiction for or in respect of the Offer and the proposed
    acquisition of any shares or securities, directly or indirectly, in, or
    control of, Reliance or any member of the wider Reliance Group by any member
    of the wider Reliance Corporation Group having been obtained in terms and/or
    form reasonably satisfactory to Reliance Executive from all appropriate
    Relevant Authorities or (without prejudice to the generality of the
    foregoing) from any persons or bodies with whom any member of the wider
    Reliance Group has entered into contractual arrangements and such
    authorisations together with all authorisations necessary for any member of
    the wider Reliance Group to carry on its business remaining in full force
    and effect and there being no notice or intimation of any intention to
    revoke, suspend, materially modify or not to renew the same and all
    necessary filings having been made, all appropriate waiting and other time
    periods (including extensions thereto) under any applicable legislation and
    regulations in any jurisdiction having expired, lapsed or been terminated
    and all necessary statutory or regulatory obligations in any jurisdiction in
    respect of the Offer or the proposed acquisition of Reliance by Reliance
    Executive or of any Reliance Shares or any matters arising therefrom having
    been complied with;

(e) save as Disclosed, there being no provision of any agreement, permit, lease,
    licence or other instrument to which any member of the wider Reliance Group
    is a party or by or to which it or any of its assets may be bound or subject
    which, as a consequence of the making or implementation of the Offer or the
    acquisition by Reliance Executive directly or indirectly of Reliance or
    because of a change in the control or management of Reliance or any member
    of the wider Reliance Group, could or might reasonably be expected to result
    in (in any such case which is or would be material in the context of the
    wider Reliance Group taken as a whole):

    (i)    any monies borrowed by, or other indebtedness (actual or contingent)
           of, or grant available to, any member of the wider Reliance Group
           becoming repayable or capable of being declared repayable immediately
           or earlier than the stated maturity or repayment date or the ability
           of any member of the wider Reliance Group to borrow moneys or incur
           indebtedness being or becoming capable of being withdrawn or
           inhibited;

    (ii)   any such agreement, arrangement, permit, lease, licence or other
           instrument or any right, interest, liability or obligation of any
           member of the wider Reliance Group therein, being terminated or
           adversely modified or affected or any adverse action being taken or
           any onerous obligation or liability arising thereunder;

    (iii)  any mortgage, charge or other security interest being created over
           the whole or any part of the business, property or assets of any
           member of the wider Reliance Group or any such security (whenever
           arising) becoming enforceable;

    (iv)   the value of any member of the wider Reliance Group or its financial
           or trading position or prospects being prejudiced or adversely
           affected;

    (v)    any assets or interests of any member of the wider Reliance Group
           being or falling to be charged or disposed of or any right arising
           under which any such asset or interest could be required to be
           disposed of or charged otherwise than in the ordinary course of
           business;

    (vi)   the rights, liabilities, obligations or interests or business of any
           member of the wider Reliance Group in or with any other person, firm
           or company (or any arrangement relating to such interest or business)
           being terminated or adversely modified or affected;

    (vii)  any member of the wider Reliance Group ceasing to be able to carry on
           business under any name under which it currently does so; or

    (viii) the creation of any liability, actual or contingent, by any member of
           the wider Reliance Group;

(f) since 27 April 2007, save as Disclosed, no member of the Reliance Group
    having:

    (i)    (save for Reliance Shares issued pursuant to the exercise of options
           granted under the Reliance Share Option Schemes or as between
           Reliance and wholly-owned subsidiaries of Reliance ("Intra-Reliance
           Group Transactions")) issued or agreed to issue or authorised or
           proposed the issue of additional shares of any class or securities
           convertible into or rights, warrants or options to subscribe for or
           acquire any such shares or convertible securities;

    (ii)   recommended, declared, paid or made or proposed to recommend,
           declare, pay or make any dividend, bonus or other distribution
           (whether payable in cash or otherwise) other than dividends lawfully
           paid to Reliance or wholly-owned subsidiaries of Reliance;

    (iii)  merged or demerged with or acquired any body corporate, partnership
           or business;

    (iv)   save for Intra-Reliance Group Transactions, (other than for
           acquisition or disposals in the ordinary course of business) acquired
           or disposed of, transferred, mortgaged or charged or created any
           security interest over any asset or any right, title or interest in
           any asset (including shares and trade investments) or authorised,
           proposed or announced any intention to do so which, in any such case,
           is material in the context of the wider Reliance Group taken as a
           whole;

    (v)    save for Intra-Reliance Group Transactions, issued or authorised or
           proposed the issue of any debentures or incurred or increased any
           indebtedness or contingent liability or made, authorised, proposed or
           announced an intention to propose any change in its share or loan
           capital which (other than in the case of Reliance) is material in the
           context of the wider Reliance Group taken as a whole;

    (vi)   entered into or varied or announced its intention to enter into or
           vary any contract, transaction, commitment or arrangement (whether in
           respect of capital expenditure or otherwise) which is of a long term
           or unusual nature or which involves or could involve an obligation of
           a nature or magnitude which, in any such case, is material in the
           context of the Reliance Group taken as a whole or which is or is
           likely to be restrictive in any material respect on the business of
           any member of the wider Reliance Group or the wider Reliance
           Corporation Group;

    (vii)  entered into, implemented, authorised or proposed any reconstruction,
           amalgamation, scheme of arrangement or other transaction or
           arrangement otherwise than in the ordinary course of business or
           announced any intention to do so;

    (viii) entered into, or varied in any material respect the terms of, any
           contract or agreement with any of the directors or senior executives
           of Reliance or any of its subsidiaries;

    (ix)   taken or proposed any corporate action or had any legal proceedings
           started or threatened against it or had any petition presented for
           its winding-up (voluntary or otherwise), dissolution or
           reorganisation or for the appointment of a receiver, administrator,
           administrative receiver, trustee or similar officer of all or any of
           its material assets and/or revenues or any analogous proceedings in
           any jurisdiction;

    (x)    waived or compromised any claim other than in the ordinary course of
           business which is material in the context of the wider Reliance Group
           taken as a whole;

    (xi)   (save as disclosed in any registers available to the public) made any
           material amendment to its memorandum or articles of association;

    (xii)  purchased, redeemed or repaid or proposed the purchase, redemption or
           repayment of any of its own shares or other securities or reduced or
           made any other change to any part of its share capital which (other
           than in the case of Reliance) is material in the context of the wider
           Reliance Group taken as a whole;

    (xiii) been unable or admitted in writing that it is unable to pay its debts
           or having stopped or suspended (or threatened to stop or suspend)
           payment of its debts generally or ceased or threatened to cease
           carrying on all or a substantial part of its business, in any case,
           with a material adverse effect on the wider Reliance Group taken as a
           whole;

    (xiv)  made or agreed or consented to any significant change to the terms of
           the trust deeds constituting the pension schemes established for its
           directors, employees or their dependants or to the benefits which
           accrue; or to the pensions which are payable, thereunder, or to the
           basis on which qualification for, or accrual or entitlement to; such
           benefits or pensions are calculated or determined or to the basis
           upon which the liabilities (including pensions) of such pension
           schemes are funded or made, or agreed or consented to any change to
           the trustees including the appointment of a trust corporation; or

    (xv)   entered into, varied or modified any contract, commitment or
           agreement with respect to any of the transactions, matters or events
           referred to in this condition (h) or announced an intention to do so
           which is material in the context of the wider Reliance Group taken as
           a whole;

(g) since 27 April 2007, save as Disclosed:

    (i)   no litigation, arbitration, prosecution or other legal proceedings
          having been instituted, announced or threatened or become pending or
          remaining outstanding by or against any member of the wider Reliance
          Group or to which any member of the wider Reliance Group is or may
          become a party (whether as claimant, respondent or otherwise) and no
          enquiry or investigation by or complaint or reference to any Relevant
          Authority or other investigative body having been threatened,
          announced, implemented or instituted or remaining outstanding against
          or in respect of any member of the wider Reliance Group which, in any
          such case, would or might reasonably be expected adversely to affect
          any member of the wider Reliance Group to an extent which is material
          in the context of the Reliance Group taken as a whole;

    (ii)  no material adverse change having occurred in the business, assets,
          financial or trading position, profits or prospects of any member of
          the wider Reliance Group which in any case would have a material
          adverse effect on the wider Reliance Group taken as a whole;

    (iii) no contingent or other liability having arisen which in any case is
          material in the context of the wider Reliance Group taken as a whole;

    (iv)  no investigation by any Relevant Authority having been threatened,
          announced, implemented or instituted or remaining outstanding which in
          any case which in any case is material in the context of the Reliance
          Group taken as a whole;

(h) save as Disclosed, Reliance Executive not having discovered that:

    (i)   any business, financial or other information concerning any member of
          the wider Reliance Group publicly disclosed or disclosed to Reliance
          Executive or to any of the advisers or otherwise at any time by or on
          behalf of any member of the Reliance Group is misleading in any
          material respect, contains a misrepresentation of fact or omits to
          state a fact necessary to make the information contained therein not
          misleading in any material respect and which was not subsequently
          corrected before the date of the Offer Document by disclosure either
          publicly or otherwise to Reliance Executive which, in any such case,
          is material in the context of the wider Reliance Group taken as a
          whole;

    (ii)  any member of the wider Reliance Group is subject to any liability,
          actual or contingent, which is material in the context of the wider
          Reliance Group taken as a whole;

    (iii) any past or present member of the wider Reliance Group has not
          complied with all applicable legislation or regulations of any
          jurisdiction with regard to the storage, disposal, discharge,
          spillage, leak or emission of any waste or hazardous substance or any
          substance likely to impair the environment or to harm human health or
          otherwise relating to environmental matters (which non-compliance
          might give rise to any liability (whether actual or contingent) on the
          part of any member of the wider Reliance Group which is material in
          the context of the Reliance Group taken as a whole) or that there has
          otherwise been any such disposal, discharge, spillage, leak or
          emission (whether or not the same constituted a non-compliance by any
          person with any such legislation or regulations and wherever the same
          may have taken place) which in any such case might give rise to any
          liability (whether actual or contingent) on the part of any member of
          the wider Reliance Group which is material in the context of the wider
          Reliance Group taken as a whole;

    (iv)  there is, or is likely to be, any liability (whether actual or
          contingent) to make good, repair, reinstate or clean up any property
          now or previously owned, occupied or made use of by any past or
          present member of the wider Reliance Group or any controlled waters
          under any environmental legislation, regulation, notice, circular or
          order of any Relevant Authority or otherwise and which is material in
          the context of the wider Reliance Group taken as a whole; or

    (v)   circumstances exist (whether as a result of the making of the Offer or
          otherwise) which would be likely to lead to any Relevant Authority
          instituting, or whereby any member of the wider Reliance Group or the
          wider Reliance Corporation Group would be likely to be required to
          institute, an environmental audit or take any other steps which in any
          such case would be likely to result in any actual or contingent
          liability on the part of any member of the wider Reliance Group or the
          wider Reliance Corporation Group to improve or install new plant or
          equipment or make good, repair, re-instate or clean up any land or
          other asset now or previously owned, occupied or made use of by any
          member of the wider Reliance Group which liability is or is likely to
          be material in the context of the wider Reliance Group taken as a
          whole.

Subject to the requirements of the Panel, Reliance Executive reserves the right
to waive all or any of conditions (c) to (h) (inclusive) above, in whole or in
part. Conditions (c) to (h) (inclusive) must be fulfilled, be determined by
Reliance Executive to be or remain satisfied, or be waived by midnight on the
21st day after the later of the first closing date of the Offer and the date on
which condition (a) is fulfilled (or such later date as Reliance Executive may,
with the consent of the Panel, decide), failing which the Offer will lapse.
Reliance Executive shall be under no obligation to waive or treat as fulfilled
any of conditions (c) to (h) (inclusive) by a date earlier than the latest date
specified above for the fulfilment thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.

Except with the consent of the Panel, Reliance Executive will not invoke any of
the above conditions (except condition (a) or condition (b)) so as to cause the
Offer not to proceed, or lapse or to be withdrawn unless the circumstances that
give rise to the right to invoke the relevant condition are of material
significance to Reliance Executive in the context of the Offer.

If Reliance Executive is required by the Panel to make an offer for Reliance
Shares under the provisions of Rule 9 of the Code, Reliance Executive may make
such alterations to the conditions as are necessary to comply with the
provisions of that Rule.

The Offer will lapse if, before 3.00 p.m. on the first closing date of the Offer
or the date on which the Offer becomes or is declared unconditional as to
acceptances (whichever is later), (i) the Offer or any part of it is referred to
the Competition Commission; or (ii) following a request to the European
Commission under Article 22(3) of Council Regulation 139/2004/EC (the
"Regulation") in relation to the Offer or any part of it, which request is
accepted by the European Commission, the European Commission initiates
proceedings under Article 6(1)(c) of the Regulation.

If the Offer lapses, it will cease to be capable of further acceptance. Reliance
Shareholders who have already accepted the Offer shall then cease to be bound by
acceptances delivered on or before the date on which the Offer lapses.


















                                  APPENDIX II

                               BASES AND SOURCES



Unless otherwise stated in this Announcement:

(a)  financial information relating to Reliance has been extracted from the
     audited accounts of Reliance for the years ended 29 April 2005, 28 April
     2006 and 27 April 2007;

(b)  references to the value of Reliance and the Offer Price are based upon
     21,512,855 ordinary Reliance Shares being in issue on 30 July 2007, such
     number of shares excluding the 400,000 Reliance Shares held in treasury
     which do not form part of the Reliance Shares to which the Offer relates;
     and

(c)  all prices quoted for Reliance Shares are Closing Prices.


















                                  APPENDIX III

                            IRREVOCABLE UNDERTAKINGS



Irrevocable undertakings to accept, or to procure the acceptance of, the Offer have
been received by Reliance Executive from the following persons in respect of
following interests in Reliance Shares:

Independent Reliance Shareholders

Name                       Number of Reliance Shares     Percentage of existing
                           irrevocably committed         issued share capital (%)
Artemis
Investment                       1,028,037                       4.8
Management Limited(1)

Reliance Optionholders

Julian
Nicholls (1),(2)                   135,117                       nil
Mark
Harrison (1),(2)                    36,862                       nil

Notes:
(1).This irrevocable undertaking to accept the Offer remains binding,
    even if a higher competing offer is announced by a third party,
    unless the Offer lapses or is withdrawn.

(2).The irrevocable undertakings entered into by certain of the Reliance
    Directors only cover options over Reliance Shares granted under
    Reliance Share Option Schemes. Pursuant to such undertakings, the
    Reliance Directors have irrevocably agreed to either (i) accept, when
    made, the proposals to Reliance Optionholders; or (ii) exercise in
    full the relevant option and accept the Offer in full in respect of
    all Reliance Shares resulting therefrom.



                                  APPENDIX IV

                              INTERESTS IN SHARES



As at the close of business on 30 July 2007 (being the last practicable date
prior to the date of this Announcement), the interests (as defined in section
820 of the Companies Act 2006) of the Concert Party and their immediate families
and connected persons, all of which are beneficial unless otherwise stated, in
the share capital of Reliance were as follows:

Name               Number of Reliance Shares  Percentage of existing issued
                                              share capital (%)
Brian Kingham            6,830,409                               31.8
1986 Settlement          3,201,231                               14.9
1998 Settlement          5,076,924                               23.6
Julian Nicholls            nil                                    nil
Mark Harrison              nil                                    nil
Jeremy Simon               nil                                    nil
           TOTAL        15,108,564                               70.2

As at the close of business on 30 July 2007 (being the last practicable date prior to
the date of this Announcement) the following options in respect of Reliance Shares
had been granted to the following members of the Concert Party, for nominal
consideration and remained outstanding under the Reliance Share Option Schemes:

Name      Type    Date of       Numbe    Exercise Price   Exercisable  Expiry date
                  grant         of                        from
                                Relianc
                                Shares
                                under
                                option
Julian    LTIP     04.07.2005   50,980   #1 (in           04.07.2009    03.07.2015
                                          aggregate)
Nicholls
          LTIP     06.07.2006   64,137   #1 (in           06.07.2010    05.07.2016
                                          aggregate)
          LTIP     08.12.2006   20,000   #1 (in           08.12.2010    07.12.2016
                                          aggregate)
Mark      LTIP     10.10.2006   26,862   #1 (in           10.10.2010    09.10.2016
                                          aggregate)
Harrison
          LTIP     08.12.2006   10,000   #1 (in           08.12.2010    07.12.2016
                                          aggregate)
Jeremy    ESOP     29.01.2002   14,705         680p       29.01.2006    28.01.2012
Simon
          ESOP     02.07.2003   16,250         800p       02.07.2007    01.07.2013
          LTIP     04.08.2004    5,909   #1 (in           04.08.2008    03.08.2014
                                          aggregate)
          LTIP     04.07.2005   27,450   #1 (in           04.07.2009    03.07.2015
                                          aggregate)
          LTIP     06.07.2006   14,232   #1 (in           06.07.2010    05.07.2016
                                          aggregate)
          LTIP     08.12.2006   10,000   #1 (in           08.12.2010    07.12.2016
                                          aggregate)





                                   APPENDIX V

                                  DEFINITIONS


The following definitions apply throughout this Announcement unless the context
otherwise requires:

"1986 Settlement"   the B. Kingham 1986 Settlement dated 18 March 1986 and
                    resident in Guernsey
"1998 Settlement"   the B. Kingham Settlement No.1 dated 31 March 1998 and
                    resident in England and Wales
"Act''              the Companies Act 1985 (as amended)
"AIM''              AIM, the market of that name operated by the London Stock
                    Exchange
"Announcement"      this announcement being made pursuant to Rule 2.5 of the
                    Code
"Australia"         the Commonwealth of Australia, its states, territories or
                    possessions and all areas subject to its jurisdiction and
                    any political subdivision thereof
"Barclays"          Barclays Capital the investment banking division of Barclays
                    Bank PLC of 5 The North Colonnade, Canary Wharf, London E14
                    4BB
"Brian Kingham      the 1986 Settlement and the 1998 Settlement
Settlements"
"business day"      a day (not being a Saturday, a Sunday or a public holiday)
                    on which clearing banks in the City of London are open for
                    the transaction of general commercial business
"Canada"            Canada, its possessions, provinces and territories and all
                    areas subject to its jurisdiction or any political
                    subdivision thereof
"certificated'' or  in relation to a share or other security, not in
                    uncertificated form (that is, not in CREST)
"in certificated
form''
"Closing Price"     the closing middle market quotation of a share as derived
                    from the AIM Appendix of the Daily Official List save that
                    quotations for 30 July 2007 have been derived from the
                    website of the London Stock Exchange
"Code''             the City Code on Takeovers and Mergers
"Companies Act      the Companies Act 2006
2006"
"Concert Party"     each of Brian Kingham, the Brian Kingham Settlements, the
                    Management Team and each member of the Reliance Corporation
                    Group
"connected person"  has the meaning given to that term in section 346 of the Act
"CREST''            the relevant system (as defined in the Regulations) in
                    respect of which Euroclear UK and Ireland Limited is the
                    operator
"Daily Official     the Daily Official List of the London Stock Exchange
List''
"Disclosed"         means (i) as disclosed in Reliance's report and accounts for
                    the year ended 27 April 2007; (ii) as publicly announced by
                    Reliance (by the delivery of an announcement to an
                    authorised Regulatory Information Service on or prior to 30
                    July 2007); (iii) as disclosed in this Announcement; or (iv)
                    as otherwise disclosed in writing, or in the documentation
                    or written information provided, to Reliance Executive or
                    its advisers by or on behalf of Reliance prior to 30 July
                    2007 in the context of the Offer
"EGM"               the extraordinary general meeting of Reliance to be held to
                    approve the Resolutions, and any adjournment thereof, notice
                    of which will be set out in the notice of EGM at the end of
                    the Offer Document
"Form of            the form of acceptance and authority relating to the Offer
Acceptance''        in respect of certificated Reliance Shares
"Hawkpoint"         Hawkpoint Partners Limited of 41 Lothbury, London EC2R 7AE
"Independent        the Reliance Directors other than Brian Kingham, Julian
Reliance            Nicholls and Mark Harrison
Directors''
"Independent        the Reliance Shareholders other than the members of the
Reliance            Concert Party and their connected persons
Shareholders"
"Japan"             Japan, its cities, prefectures, territories and possessions
"JPMorgan           JPMorgan Cazenove Limited of 20 Moorgate, London EC2R 6DA
Cazenove''
"London Stock       London Stock Exchange PLC
Exchange''
"Management         the management arrangements, details of which are set out in
Arrangements"       paragraph 9 of this Announcement
"Management Team"   Julian Nicholls, Mark Harrison and Jeremy Simon
"Offer''            the recommended cash offer by Reliance Executive, on the
                    terms and subject to the conditions set out in Appendix I of
                    this Announcement, the Offer Document and the Form of
                    Acceptance (in respect of certificated Reliance Shares), to
                    acquire all of the Reliance Shares held by the Independent
                    Reliance Shareholders (including, where the context
                    requires, any subsequent revision, variation, extension or
                    renewal of such offer)
"Offer Period''     the period commencing on 17 April 2007 and ending on the
                    later of (i) 1.00 p.m. on the first closing date of the
                    Offer; (ii) the time and date on which the Offer becomes or
                    is declared unconditional as to acceptances; and (iii) the
                    time and date on which the Offer lapses or is withdrawn
"Offer Price"       916 pence for every Reliance Share held by Independent
                    Reliance Shareholders
"Panel''            the Panel on Takeovers and Mergers
"pounds", "#" or    the lawful currency of the United Kingdom
"pence"
"RBS"               The Royal Bank of Scotland PLC of 280 Bishopsgate, London,
                    EC2M 4RB
"Regulatory         any channel recognised as a channel for the dissemination of
Information         regulatory information by listed companies as defined in the
Service"            Listing Rules published by the Financial Services Authority
"Reliance''         Reliance Security Group PLC, a public limited company
                    incorporated in England and Wales with company number
                    01473721
"Reliance           Reliance Corporation Limited, a private limited company
Corporation"        incorporated in England and Wales with company number
                    06036746
"Reliance           Reliance Corporation and its existing subsidiary
Corporation Group'' undertakings
"Reliance           the directors of Reliance at the date of this Announcement
Directors'' or
"Board of Reliance"
"Reliance           Reliance Enablement Limited, a private limited company
Enablement"         incorporated in England and Wales with company number
                    06302549
"Reliance Employee  The Reliance Security Group PLC Employee Trust, Pritchards
Benefit Trust"      Trustees Limited, PO Box 119, Martello Court, Admiral Trust,
                    St Peter Port, Guernsey GY1 3H
"Reliance           Reliance Executive Limited, a private limited company
Executive''         incorporated in England and Wales with company number
                    06302567
"Reliance Executive the directors of Reliance Executive as at the date of this
Directors'' or      Announcement
"Reliance Executive
Board"
"Reliance Group''   Reliance and its existing subsidiary undertakings
"Reliance Options"  options or other rights to acquire Reliance Shares under the
                    Reliance Share Option Schemes or otherwise
"Reliance           holders of Reliance Options
Optionholders"
"Reliance Share     the Reliance Long Term Incentive Plan, the Reliance Approved
Option Schemes''    Executive Share Option Scheme (1994), the Reliance Shadow
                    Share Option Scheme and the Reliance 1996 Company Share
                    Option Scheme
"Reliance           holders of Reliance Shares
Shareholders''
"Reliance Shares''  the issued fully paid ordinary shares of 5 pence each in the
                    capital of Reliance and any further such shares which are
                    unconditionally allotted or issued and fully paid or
                    credited as fully paid before the date on which the Offer
                    closes (or such earlier date, not being earlier than the
                    date on which the Offer becomes or is declared unconditional
                    as to acceptances, as Reliance Executive may, subject to the
                    Code and the Panel, decide)
"Remuneration       the remuneration committee of the Board of Reliance
Committee"          consisting of Nigel Stapleton, David Walter and Roger Wood
"Resolutions"       the resolutions to be proposed at the EGM and set out in the
                    notice of EGM at the end of the Offer Document (and
                    "Resolution 1", "Resolution 2" and "Resolution 3" shall be
                    construed accordingly)
"Restricted         the United States, Canada, Australia or Japan or any other
Jurisdiction"       jurisdiction where extension or acceptance of the Offer
                    would violate the law of that jurisdiction
"Securities Act"    the United States Securities Act 1933, as amended
"Share Exchange     means the share exchange agreements between (1) each of
Agreements"         Brian Kingham and the Brian Kingham Settlements and (2)
                    Reliance Executive, further details of which will be set out
                    in the Offer Document
"uncertificated''   in relation to a share or other security, recorded on the
or "in              relevant register in uncertificated form in CREST and title
uncertificated      to which, by virtue of the Regulations, may be transferred
form''              by means of CREST
"United Kingdom''   the United Kingdom of Great Britain and Northern Ireland
or "UK''
"US" or "United     the United States of America, its territories and
States"             possessions, any state of the United States of America (and
                    the District of Columbia) and all other areas subject to its
                    jurisdiction
"wider Reliance     means Reliance, its subsidiaries, subsidiary undertakings
Group''             and associated undertakings and any other body corporate,
                    partnership, joint venture or person in which Reliance and
                    such undertakings (aggregating their interests) have an
                    interest (direct or indirect) in 20 per cent. or more of the
                    voting or equity capital (or the equivalent)
"wider Reliance     means Reliance Corporation, Reliance Enablement, Reliance
Corporation Group'' Executive, its subsidiaries, subsidiary undertakings and
                    associated undertakings and any other body corporate,
                    partnership, joint venture or person in which Reliance
                    Executive and such undertakings (aggregating their
                    interests) have an interest (direct or indirect) in 20 per
                    cent. or more of the voting or equity capital (or the
                    equivalent)

Save where otherwise stated, for the purpose of this Announcement,
"subsidiary'', "subsidiary undertaking'', "associated undertaking'' and
"undertaking'' shall be construed in accordance with the Act (but for this
purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act).

In this Announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.

All references in this Announcement to time are to London time.

All references to legislation in this Announcement are to English legislation
unless the contrary is stated. Any references to any provision of any
legislation shall include any amendment, re-enactment or extension thereof.





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

END
OFFRBMPTMMIJMLR



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