KEY CONSIDERATIONS

The Final Offer values each Midland share at 449p representing:

a premium of 77 per cent. over Midland's market value before the merger talks were announced

a premium of 50 per cent. over Midland's net asset value at 31 December 1991

a substantial increase in income."

The Final Offer will not be increased in any circumstances.

The Final Offer will close at 1.00 p.m. on 25 June 1992 and will not be extended beyond that date (unless it becomes unconditional as to acceptances by or on that date).

Your Board unanimously recommends that you accept the Final Offer.

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