Brit Insurance Holdings PLC Announces Interim Results for the Six Months Ending 30 June 2004


LONDON, U.K., Sept. 7, 2004 (PRIMEZONE) -- Brit Insurance Holdings PLC, the UK general insurance group, today announces interim results for the six months ending 30 June 2004.

Highlights



 -         Profit before tax GBP52.5m (30 June 2003: GBP31.0m)

 -         Basic earnings per share of 3.88p (30 June 2003: 2.82p)

 -         Group combined ratio of 86.9% (30 June 2003: 87.0%)

 -         Technical account profit increased 92.4% to GBP80.8m (30
           June 2003: GBP42.0m)

 -         Net unearned premium reserve increased by 44.7% to
           GBP675.3m (31 December 2003: GBP466.7m).

 -         A second interim dividend payment of 2p per share payable
           on 15 October 2004 to all shareholders on the register on
           17 September 2004

 -         At 30 June 2004 the Group had net tangible assets totalling
           GBP631.8/64.9p per share (31 December 2003 restated:
           GBP627.6m/64.4p)

 Results          Six Months            Six Months         Year ended
                ending 30 June        ending 30 June       31 December
                       2004                 2003                 2003
                       GBPm                 GBPm                 GBPm

 Gross
 premiums
 written              778.5                666.2              1,015.7
 Net premiums
 written              626.0                544.1                850.8
 Gross
 premiums earned      492.6                360.2                834.3
 Net premiums
 earned               412.5                286.4                671.4
 Technical profit      80.8                 42.0                100.3

 Operating profit
 based on long term    69.5                 35.9                 91.2
 rate of investment
 return
 Basic earnings per
 share                3.88p                2.82p                6.58p

 Net assets           696.8                665.2*              697.5*
 Net assets per share 71.5p                68.3p*              71.6p*


 Group Combined ratio 86.9%                87.0%                88.5%

* Restated

Neil Eckert, Chief Executive Officer, said:

"The first half has produced a record set of results. We now have a tremendous team in place and a truly strong platform from which to trade. Recent catastrophe losses and industry reserve strengthening serve as a timely reminder of the need to maintain underwriting discipline. Excellent market conditions continue and we look forward to the future with confidence."

Interim Statement

Financial Highlights



 - Profit before tax of GBP52.5m (30 June 2003: GBP31.0m).

 - Basic earnings per share of 3.88p (30 June 2003: 2.82p).

 - Group combined ratio of 86.9% (30 June 2003: 87.0%).

 - Increase of 16.9% in gross written premiums to GBP778.5m (30 June
   2003: GBP666.2m)

 - Increase of 44.7% in the net unearned premium reserve to GBP675.3m
   since 31 December 2003.

 - Increase in net tangible assets to GBP631.8m/64.9p per share (31
   December 2003 (restated): GBP627.6m/64.4p per share).

 - Capital reorganisation effective on 23 April 2004.

 - First interim dividend of 2p per share paid on 28 May 2004.

 - Second interim dividend of 2p per share payable on 15 October 2004.

Introduction

The first half of the year was marked by continuing premium growth and record results. Our Group combined ratio of 86.9% (30 June 2003: 87.0%) reflects the continuing quality of our underwriting portfolios during a period of further, but more modest, growth and maintains the trend of improvement in the Group's performance.

The Group's interim profit before tax was GBP52.5m (30 June 2003: GBP31.0m) and underwriting profit increased 92.2% to GBP80.8m (30 June 2003: GBP42.0m). The Group's net unearned premium reserve increased by 44.7% and now totals GBP675.3m (31 December 2003: GBP466.7m). This unearned premium represents a book of business written at excellent terms, principally during 2003 and 2004, the results of which have yet to be reflected in the profit and loss account. Our investment return, net of investment management fees, was GBP20.9m (30 June 2003: GBP21.2m). Basic earnings per share totalled 3.88p (30 June 2003: 2.82p).

We have remained true to our strategy of business growth into a strong insurance market. This has been underpinned by our strong balance sheet and insurer financial strength ratings of 'A' with stable outlook by A.M. Best and 'A' with positive outlook by Fitch, and by a further increase in public awareness of our company, our brand and the market presence of Brit Insurance Limited. Our cash and investments have increased by GBP260.0m since the year end and the unearned premium reserve continues to grow giving further prospects of increases in our bottom line profit.

At 30 June 2004 the Group had net tangible assets totalling GBP631.8m/64.9p per share (31 December 2003 (restated): GBP627.6m/64.4p per share) and bank borrowing of GBP15.0m (30 June 2003: GBP15.0m). We recently announced issuance of US$15.0m of subordinated 30 year debt. We will continue to pursue a capital strategy that puts us at the forefront in responding to new capital requirements. We remain committed to continue our policy of making distributions to shareholders by way of dividend equivalent to a minimum of 70% of post tax profit.

We were delighted to return to the dividend list with our initial dividend payment of 2p per share on 28 May 2004. We are also delighted to announce a second payment of 2p per share payable on 15 October 2004 to all shareholders on the register on 17 September 2004.

Trading conditions and underwriting

Our underwriting portfolio has developed in line with our stated goals. A key part of the strategy has been the development of the UK account and progress remains on time and on budget. As a result of the growth of our business, we have split our underwriting operations into three centres:

- The London Market Underwriting Centre led by Mike Sibthorpe

- The Reinsurance Underwriting Centre led by Richard Finn, and

- The UK Underwriting Centre led by Brent Escott

The insurance cycle is peaking at exceptionally healthy levels and whilst we are experiencing modest rate reductions in some classes, we are still experiencing rate rises in other classes of business and, in general, underwriting discipline continues to prevail. The development of insurance premium rates over the last five years in the classes of business we underwrite is shown in the table below. Rating movements significantly influence our decisions when allocating capital to the various classes of business underwritten.

Premium Index - year 2000 or commencement as base year



               2000       2001       2002       2003            2004
                                                    (at 30 June 2004)
 London
 Market
 Underwriting
 Centre
 Accident &
 Financial
 Division       N/A        100        131        142            146
 Aerospace
 Division       100        158        202        237            264
 Casualty
 Division       100        122        207        288            310
 Marine
 Division       100        112        144        156            160
 Property
 Division       100        112        150        155            152

 Reinsurance
 Underwriting
 Centre
 Property
 - USA and
 Canada
 Division        100        110        149        154            156
 Property
 - Inter
 national
 Division                                                        151
 Property
 - Retro
 cessional
 Division        100        110        132        120            117
 Marine
 Division        100        115        171        179            183
 Casualty
 Division        100        115        182        215            229
 Aviation
 Division        100        100        167        159            151

 UK Under
 writing
 Centre
 Property
 Division        100        104        123        132            129
 Casualty
 Division        N/A        N/A        100        130            130
 Motor
 Division        100        108        115        120            117
 Liability
 Division        N/A        100        200        286            298

The indices are based on the underwriter's estimate of the rate movements experienced by their business. The indices are subjective as they are calculated using judgement to estimate the effect of changes in terms and conditions as well as changes in premium.

The London Market Underwriting Centre underwrites Brit's international and US business other than reinsurance. The business tends to be specialist and high margin but with more volatility than some other accounts. The division continues to thrive with high quality underwriters, high levels of service and a strong balance sheet also helping to develop the account.

The Reinsurance Underwriting Centre had a good first half year with premium income up and another recorded period of benign claims. We are establishing ourselves as a key player in this area. The ability to make a meaningful net line commitment by virtue of our balance sheet strength continues to attract brokers and customers and enables us to differentiate our offering through more than simple price competition.

The UK Underwriting Centre now has critical mass, a larger balance sheet and should this year underwrite in excess of GBP400.0m of income. We believe that this sector has characteristics that are attractive to Brit. It is necessary to supply a full product range combined with excellence in service, both areas of strength for Brit. The market place has premium income of some GBP20bn and there is great pressure on the principal providers to maintain good underwriting margins at a time when investment income is scarce. Business process, IT and service are a key thrust and we are committed to the broker market as our source of this business.

During the period, gross written premium was GBP778.5m (30 June 2003: GBP666.2m) an increase of 16.9% over the same period last year. Net earned premium totalled GBP412.5m (30 June 2003: GBP286.4m) an increase of 44.0%. Business written during the period is analysed below.

Business written -- during the period



                  Gross Written Premium          Gross Written Premium
                 6 mths to 30 June 2004         6 mths to 30 June 2003
                  GBPm               %            GBPm               %

 London Market
 Underwriting
 Centre
 Accident and
 Financial
 Division        107.8            13.9            55.6             8.3
 Aerospace
 Division          8.9             1.1            46.7             7.0
 Casualty
 Division         63.0             8.1            72.6            10.9
 Marine
 Division         62.4             8.0            57.8             8.7
 Property
 Division         86.7            11.2            89.0            13.3

 Reinsurance
 Underwriting
 Centre
 Property
 Division        119.2            15.3           119.0            17.9
 Marine
 Division         10.0             1.3             5.6             0.8
 Casualty
 Division         43.0             5.5            40.8             6.1
 Aviation
 Division         14.0             1.8             6.5             1.0
 Other             0.3             0.1             0.3             0.1

 UK Underwriting
 Centre
 Property
 Division         68.8             8.8            44.9             6.7
 Casualty
 Division         22.8             2.9             7.7             1.2
 Motor
 Division         51.2             6.6            60.0             9.0
 Liability
 Division         82.7            10.6            50.6             7.6

 Other            37.7             4.8             9.1             1.4

 Group
 Totals          778.5           100.0           666.2           100.0

Reinsurance purchased by Brit

The Group's portfolio of risk, spread among many classes of business, provides the balance necessary to mitigate the need for per risk reinsurance. In order to compete effectively in certain classes, we will need to increase our gross line size where appropriate to benefit from economies that our size now brings to us. The Group will continue to purchase catastrophe reinsurance. The Group's overall expenditure on reinsurance as a percentage of gross written premiums is projected to drop on a full year basis from 16.2% in 2003 to 13.1% for 2004.

Our reinsurance counterparties are assessed on a continual basis and we have strict limits on the amount of exposure to any one reinsurer. As at 30 June 2004 our exposure to reinsurers following our own largest modelled event would be as shown below.

Exposure to Reinsurers -- by Rating



 AAA                                                          0.8%
 AA                                                          30.2%
 A                                                           43.6%
 Lloyd's (A rated)                                           18.6%
 BBB                                                          1.2%
 Other                                                        5.6%

Realistic disaster scenarios ("RDS")

We continue to monitor actively 19 types of RDS across the Group. The return periods used and the type of RDS events are continually assessed and have been slightly modified in 2004. The Group currently works to a return period of one in one hundred years for windstorm and one in two hundred years for earthquake. The table below shows current exposures (as at 1 July 2004).

RDS exposure -- as percentage of premium income



                        Gross Loss                     Net Loss
                   GBPm                %           GBPm         %

 US windstorm     214.9             21.1           57.1       5.6
 California
 earthquake       262.4             25.8           58.0       5.7
 European
 windstorm        228.6             22.5           61.9       6.1
 Japanese
 earthquake       226.0             22.3           55.6       5.5

Claims

Claims activity remained below average for the first six months of 2004. 2003 and prior years continue to develop within our reserve expectations and we have seen further modest releases from most of them. On the whole, policy terms and conditions and deductibles remained hard keeping the insurance market generally away from attritional type losses.

The Group budgets an amount for normal size catastrophe losses occurring during the year and we expect Hurricane Charley to be within the range of US$40.0m -- US$50.0m net, which is within the Group's budgeted level. The Group's final results remain, as usual, exposed to further events occurring in the second half of 2004 such as Hurricane Frances. Based on latest information, we expect our exposure to Frances will be materially less than that for Charley.

We are beginning to see benefits from the separation of the claims function from underwriting which was undertaken during 2003. In addition, we have been working extensively with Lloyd's on its claims strategy review. We believe this long overdue overhaul of London claims handling which initially is concentrating on claims leakage and minimum standards, coupled with timely reserve setting, will be another useful tool in reducing insurance market volatility.

Lloyd's, and the London Market in general, must be able to pay claims efficiently and in good time. This is particularly important in the subscription market. We believe that the changes earmarked will do much to keep the UK competitive in the worldwide insurance market.

A Brit claims and compliance team made a major tour of the US during the Spring to promote Brit's claims initiative and to introduce the requirements of the new FSA Prudential Source Book to our American clients. This was well received and further reinforced Brit's brand, with claims efficiency at the centre.

Claims Triangulation

The table shows a claims triangulation for the 2002, 2003 and 2004 underwriting years. The triangulation shows the claims position (paid and outstanding) for these years at different stages of development.

The triangles show the actual claim amounts expressed as a percentage of the estimated ultimate gross net premium for the year.



                               6 months  18 months 30 months  Ultimate
                                                              GNP GBPm
 2002   Gross Claims Paid          1.2%      14.1%     26.9%     486.3
        Gross Outstanding          1.9%      13.3%     13.1%
        Gross Incurred             3.1%      27.4%     40.0%

 2003   Gross Claims Paid          0.7%       8.5%               780.0
        Gross Outstanding          1.6%      11.3%
        Gross Incurred             2.3%      19.8%

 2004   Gross Claims Paid          0.4%                        1,014.2
        Gross Outstanding          1.9%
        Gross Incurred             2.3%

Exchange Rates used: GBP1 = US$1.81 = CAD$2.43 = EUR euro1.49

Split of Account by Premium Income



                                        %
 2002       Short tail               48.5
            Medium tail              24.6
            Long tail                26.9

 2003       Short tail               44.3
            Medium tail              19.2
            Long tail                36.5

 2004       Short tail               46.6
            Medium tail              17.5
            Long tail                35.9

Investment

Our investment portfolios have performed in line with the benchmarks provided to the Investment Managers over the first six months of the year. Our return for the period, before interest payable and expenses, is GBP22.3m (30 June 2003: GBP22.6m). During the period the Group's policy has been to invest in high quality bonds and short-term cash and deposits. The equity portfolio which represents just under 11% has performed positively despite the FTSE 100 index falling 13 points over the period.

In order to simplify the asset allocation procedures a decision was taken to consolidate the fixed income mandates with Epic Asset Management Limited (EPAM) with effect from 1 March 2004. As a result EPAM manage 83.3% of the Group's overall investment portfolio of GBP1,608.4m as at 30 June 2004. The allocation of the Group's investments is shown in the table below. During the period the Group has benefited from the inflow of insurance premiums and the benign claims experience resulting in an increase of GBP260.0m in the overall investment portfolio.

The average duration of the bond portfolio at 30 June 2004 was 1.5 years (30 June 2003: 2.2 years). The average duration of bonds and cash was 1.1 years (30 June 2003: 1.2 years).

Allocation of Assets



                                     30 June 2004     30 June 2003
                                             GBPm             GBPm
 Equities
 Lloyd's
 investments                                 14.6             13.6
 Managed
 portfolios                                 128.3             51.7
 Protected
 funds                                        1.4              4.7
 Other
 investments                                 27.0             22.1
 Associated
 undertakings                                 1.4              0.2

 Total
 equities                                    172.7            92.3
 Bonds                                       655.6           569.2
 Cash and
 deposits                                    780.1           575.6

 Total cash and
 investments                               1,608.4         1,237.1

Distribution

We no longer own companies whose Profit & Loss Account is dependent on distribution or brokerage commission. We do however have a definite distribution strategy based on efficiency of business process and state of the art, customer-facing IT. In the reinsurance market, Ri3k has continued to make substantial progress as an internet based reinsurance hub. It is now a market leader enjoying relationships with both leading reinsurance companies and the leading global brokers and it is deriving significant revenue streams from key customers. It also has the potential to deliver efficiencies and significant cost savings on Brit's own reinsurance.

In the direct commercial insurance market, we are running IT initiatives to achieve online point of sale delivery to our brokers which are intended to deliver the benefits of straight through processing. These benefits should create scalability, a long term reduction in our expense ratio and improved customer service.

UK Offices

We have been successful in continuing to develop our presence in the UK. Significant progress has been made in the last six months and offices are now operational in Glasgow, Leeds, Birmingham and Bristol, with Manchester and a South East office in the pipeline. We have recruited 14 new underwriters in these regions and are delighted by the positive reception of our brokers. Each office will provide underwriting capability for core classes of UK business.

We have successfully implemented our new London Market and Reinsurance computer underwriting system on time and within budget. We look forward to the introduction of the Brit UK System ("BUKS") during the second half of 2004 which will bring a state of the art, web enabled straight-through underwriting and processing system to our new regional offices. This will provide an efficient trading environment and deliver quality service to brokers.

HR

People and intellectual property are the key assets in our business. We have a comprehensive programme involving appraisals, training and development and have started to introduce a rotational programme to avoid dependency in key areas. We have an innovative remuneration programme which aligns staff interests with those of shareholders and is also designed to secure continuity of employment for key personnel.

Board constitution

During the period, we have made additional non-executive board appointments. We consulted extensively with our major shareholders during the process and seek to adhere to best practice under the new combined code. Our Chairman and Senior Non-Executive Director have met with many of our major shareholders and we have carried out a rigorous board evaluation process. Non-Executive Directors have attended many business planning and strategy meetings in addition to board meetings and their attendance provides further reassurance of the robustness of our business process. Never before have our Non-Executive Directors engaged so closely with the business process.

Outlook

The Group has undergone rapid development at a time of highly favourable underwriting conditions and a relatively benign claims environment. We are now delivering on our promise to resume dividend payments and have continued to produce improving results. The Group is relatively new but our Board and senior executives have significant experience in the insurance and financial services sectors. We have "pitched our stall" as a conservative, well reserved and well managed business which we believe is well placed to thrive in current market conditions. We are always mindful that we are in a fortuity business and that we are in the middle of an active hurricane season so there is no room for complacency. However, with the publication of each set of results, we hope our shareholders are assured that we will continue to succeed in delivering our stated goals.



 Clive Coates                                        Neil Eckert
 Chairman                                            Group Chief
 Executive Officer




 Consolidated Profit and Loss Account

 Technical Account -- General Business
 for the six month period ended 30 June 2004


                    6 months ended  6 months ended     12 months ended
                      30 June 2004    30 June 2003    31 December 2003
                       (unaudited)     (unaudited)           (audited)
                           GBP'000         GBP'000             GBP'000
               Notes

 Earned
 premiums,
 net of
 reinsurance:
 Gross premiums
 written                  778,544         666,214           1,015,727
 Outward
 reinsurance
 premiums               (152,532)       (122,076)           (164,962)
 Net premiums
 written                  626,012         544,138             850,765

 Change in
 the provision
 for unearned
 premiums               (285,921)       (305,991)           (181,388)
 Change in the
 provision for
 unearned
 premiums,
 reinsurers'
 share                     72,367          48,280               2,059
 Net change
 in the provision
 for unearned
 premiums               (213,554)       (257,711)           (179,329)

 Earned
 premiums net
 of reinsurance           412,458         286,427             671,436
 Allocated
 investment
 return
 transferred
 from the
 non-technical
 account                   33,705          19,585              43,985
 Total
 technical
 income                   446,163         306,012             715,421
 Claims
 incurred,
 net of
 reinsurance:
 Claims paid:
 Gross
 amount                   (73,221)       (104,312)           (228,667)
 Reinsurers'
 share                      17,101          30,983              89,490
 Net claims
 paid                     (56,120)        (73,329)           (139,177)

 Change in
 the provision
 for claims:
 Gross
 amount                  (194,623)        (91,492)           (224,234)
 Reinsurers'
 share                       8,769        (10,017)            (37,039)
 Net change
 in the
 provision
 for claims              (185,854)       (101,509)           (261,273)

 Claims
 incurred,
 net of
 reinsurance             (241,974)       (174,838)           (400,450)
 Change in
 other technical
 provisions                     -          (1,492)               (673)
 Net operating
 expenses                (122,088)        (84,991)           (210,840)
 Change in the
 equalisation
 provision                 (1,353)         (2,684)             (3,186)
 Total technical
 charges                 (365,415)       (264,005)           (615,149)

 Balance
 transferred to
 the non-technical
 account            1       80,748          42,007             100,272




 Consolidated Profit and Loss Account

 Non-Technical Account
 for the six month period ended 30 June 2004

                        6 months ended 6 months ended  12 months ended
                          30 June 2004   30 June 2003 31 December 2003
                                           (restated)       (restated)
                           (unaudited)    (unaudited)        (audited)
                               GBP'000        GBP'000          GBP'000
                   Notes

 Balance on
 technical
 account for
 general               1         80,748         42,007        100,272
 business

 Net investment
 return                2         18,600         18,836         42,708
 Allocated
 investment return
 transferred to the            (33,705)       (19,585)       (43,985)
 technical account
 for general business
 Fees and other income 3          1,141          7,918         10,193
 Other expenses                (14,586)       (18,320)       (33,761)
 Operating profit                52,198         30,856         75,427
 Profit on
 disposal of
 subsidiary
 undertakings                         -              -          1,920
 Share of
 operating
 profit in
 associated                         288             91            219
 undertakings
 Profit on
 ordinary activities
 before tax                      52,486          30,947        77,566
 Tax charge on
 profit on ordinary
 activities            4       (14,997)         (9,371)      (20,385)
 Profit on
 ordinary
 activities
 after tax                       37,489          21,576        57,181
 Equity minority
 interests                           58             309           312
 Profit attributable
 to members of the
 parent                          37,547          21,885        57,493
 company
 Dividends             5       (38,762)               -             -
 Retained for
 the period                     (1,215)          21,885        57,493

 Operating profit
 based on the
 long-term rate                  69,501          35,895        91,167
 of investment return
 Short-term
 fluctuations in
 investment return              (17,303)        (5,039)      (15,740)
 Operating profit                 52,198         30,856        75,427

 Basic earnings
 per share
 (pence per share)     6          3.88 p           2.82 p      6.58 p

 Diluted earnings
 per share
 (pence per share)     6           3.80 p          2.81 p      6.50 p



 Consolidated Statement of Total Recognised Gains and Losses
 for the six month period ended 30 June 2004

                       6 months ended 6 months ended  12 months ended
                         30 June 2004   30 June 2003 31 December 2003
                                          (restated)       (restated)
                          (unaudited)    (unaudited)        (audited)
                              GBP'000        GBP'000          GBP'000
                 Notes
 Profit
 attributable
 to members
 of the parent
 company                       37,547        21,885            57,493

 Prior
 year
 adjustment          11           110

 Total gains
 and losses
 recognised
 since the last                37,657
 annual report



 Consolidated Balance Sheet
 as at 30 June 2004

                                As at          As at             As at
                         30 June 2004   30 June 2003  31 December 2003
                                          (restated)        (restated)
                          (unaudited)    (unaudited)         (audited)
                              GBP'000        GBP'000           GBP'000
                 Notes
 Assets

 Intangible
 assets:
 Syndicate
 participations                 1,369          3,196             2,236
 Goodwill                      63,682         76,175            67,732
                     7         65,051         79,371            69,968
 Investments:
 Financial
 investments         8      1,342,719      1,015,495         1,164,122
 Investments
 in associated
 undertakings                   1,420            175               253
                            1,344,139      1,015,670         1,164,375

 Reinsurers'
 share of
 technical
 provisions:
 Provisions
 for unearned
 premiums                     145,972        111,955          103,072
 Claims
 outstanding                  307,398        242,193          222,863

                              453,370        354,148          325,935

 Debtors             9        697,476        577,950          435,198

 Other assets:
 Tangible assets                6,602          6,075            4,779
 Cash at bank
 and in hand                  264,269        221,448          183,993
 Other assets                  23,856         11,451           15,069

                              294,727        238,974          203,841

 Prepayments
 and accrued
 income:
 Deferred
 tax asset                      2,803         29,239           18,922
 Deferred
 acquisition
 costs                        154,822        124,618          100,481
 Other prepayments
 and accrued income            14,252         23,648           11,409

                              171,877        177,505          130,812

 Total assets               3,026,640      2,443,618        2,330,129


 Consolidated Balance Sheet

 as at 30 June 2004 (continued)


                                  As at        As at            As at
                           30 June 2004 30 June 2003 31 December 2003
                                          (restated)       (restated)
                            (unaudited)  (unaudited)        (audited)
                               GBP'000       GBP'000          GBP'000
                       Notes
 Liabilities

 Capital and reserves:
 Called up share capital  10    243,518      243,361          243,513
 Shares to be issued      10          -          451                -
 Share premium account    11     311,144     480,836          481,135
 Own shares               11     (3,581)       (837)          (4,085)
 Capital redemption
 reserve                  11         586         586              586
 Profit and loss account  11     145,160    (59,233)         (23,625)
 Equity Shareholders'
 funds                    12     696,827     665,164          697,524

 Equity minority
 interests                         9,688       (644)            9,398

 Technical provisions:
 Provision for
 unearned premiums               821,261     668,826           569,764
 Claims outstanding
 - gross                       1,197,582     820,303           852,340
 Equalisation provision            7,022       5,167             5,670
 Other technical provisions      (5,149)     (4,910)           (5,254)
                               2,020,716   1,489,386         1,422,520

 Provisions for other
 risks and charges                   598         906               801

 Creditors : Amounts
 falling due within one   13     239,607     218,669           127,026
 year

 Creditors : Amounts
 falling due after more   14      51,975      58,747            58,872
 than one year

 Accruals and
 deferred income                   7,229      11,390            13,988

 Total liabilities             3,026,640   2,443,618         2,330,129



 Consolidated Cash Flow Statement

 for the six month period ended 30 June 2004

                                6 months     6 months        12 months
                                   ended        ended            ended
                            30 June 2004 30 June 2003 31 December 2003
                             (unaudited)  (unaudited)        (audited)
                                 GBP'000      GBP'000          GBP'000
                       Notes

 Net cash inflow
 from operating
 activities          15 (ii)      87,533       96,549          226,416

 Returns on
 investment and
 servicing of finance:
 Interest paid                   (2,340)      (2,391)          (4,600)

 Taxation:
 Corporation tax
 recovered/(paid)                    418          238            (973)

 Capital expenditure:
 Purchase of tangible
 fixed assets                    (3,172)        (700)          (1,931)
 Proceeds from
 disposal of tangible
 fixed assets                        387            -                6
                                 (2,785)        (700)          (1,925)
 Acquisitions and
 disposals:
 Acquisition of
 subsidiary
 undertakings                          -      135,289           50,037
 Disposal of
 subsidiary undertakings               -            -            4,881
 Acquisition of
 own shares for
 the Performance Share                 -            -          (3,559)
 Plan
 Investment
 in associated
 undertaking                       (341)            -                -
 Loan to
 associated
 undertaking                       (652)            -                -
                                   (993)      135,289           51,359

 Equity dividends:
 Equity dividends paid          (19,381)            -                -

 Financing:
 Decrease in
 bank loans                            -      (6,962)          (7,037)
 Proceeds from
 exercised share options               9            -                -
 Net proceeds from
 issue of floating rate notes      7,984            -                -
                                   7,993      (6,962)          (7,037)

 Increase in cash in
 the period                       70,445      222,023          263,240


 Cash flows were invested
 as follows:
 (Decrease)/increase
 in cash holdings      15 (iii) (33,959)       39,500           41,819



 Net portfolio
 investments:
 Deposits with
 credit institutions,
 fixed income
 investments,
 variable income
 investments,
 protected
 funds and            15 (iii)   104,404      182,523          221,421
 equities

 Increase in cash
 in the period                    70,445      222,023          263,240

The consolidated cash flow statement excludes syndicate cash flows and cash held within Lloyd's premium trust funds on behalf of the Group's Lloyd's underwriting subsidiaries.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS AND ACCOUNTING POLICIES

1 Principal accounting policies

The financial statements for the 6 months ended 30 June 2004 have not been audited, nor have the financial statements for the equivalent period in 2003. They comply with relevant accounting standards and apart from the changes in accounting policies referred to below have been prepared on a consistent basis using accounting policies set out in the 2003 Report and Accounts which have been filed with the Registrar of Companies. The interim financial statements do not constitute statutory accounts of the Group within the meaning of Section 240 of the Companies Act 1985.

The comparative figures provided for the 12 months ended 31 December 2003 are based on the Group statutory accounts, which have been delivered to the Registrar of Companies, after restatements required following the changes in accounting policies. The auditors have reported on those accounts and that report was unqualified and did not contain a statement under Section 237(2) of the Companies Act 1985.

The Urgent Issues Task Force (UITF) of the Accounting Standards Board issued UITF 37: Purchases and sales of own shares in October 2003 and UITF 38: Accounting for ESOP trusts in December 2003. UITF 37 requires that consideration paid for an entity's own shares should be deducted from equity rather than being shown as an asset on the balance sheet. UITF 38 requires that a similar treatment be made in respect of own shares held within an ESOP trust.

The financial effect of adopting these UITFs for the current period balance sheet has been to decrease net assets and shareholders' funds by GBP3,500,000. The balance sheets for 30 June 2003 and 31 December 2003 have been restated and the financial effect has been to decrease the comparative figures by GBP744,000 and GBP3,975,000 as at 30 June 2003 and 31 December 2003 respectively.

Where own shares held were previously impaired, these impairments have been reversed on adoption of the new UITFs. The financial effect has been to decrease profit by GBP29,000 in the current period. The comparative profit and loss accounts have been restated and the financial effect has been to decrease profit by GBP8,000 and increase profit by GBP9,000 for the periods ending 30 June 2003 and 31 December 2003 respectively. The effect on the current period balance sheet has been to increase the value of own shares by GBP81,000 while the comparative balance sheets have been restated to increase the value of own shares by GBP93,000 and GBP110,000 as at 30 June 2003 and 31 December 2003 respectively.

a) Basis of accounting and consolidation

The financial statements have been prepared in accordance with the historical cost convention, as modified by the revaluation of investments, and in accordance with Section 255 of, and Schedule 9A to, the Companies Act 1985, as amended by the Companies Act 1985 (Insurance Companies Accounts) Regulations 1993. The recommendations of the Statement of Recommended Practice on Accounting for Insurance Businesses issued by the Association of British Insurers in December 1998 ("the ABI SORP") have been adopted.

The consolidated financial statements incorporate the financial statements of Brit Insurance Holdings PLC and all its subsidiaries made up to 30 June 2004. Associated undertakings are accounted for on the equity basis from the date the Directors deem that the Group exercises a significant influence over the company.

b) Recognition of insurance transactions

The Group's share of the technical results of syndicates managed by the Group are presented on an annual basis. The main accounting policies under the annual basis are set out below.

The Group's share of the technical results of syndicates not managed by the Group are excluded from the interim statement, as no information in respect of the six month periods to 30 June 2004 and 30 June 2003 is available from those syndicates.

The balance sheet includes the Group's share of assets and liabilities of the Lloyd's syndicates of which the Group's corporate member subsidiaries participated. For syndicates not managed by the Group, this information is only available at 31 December. Consequently, at 30 June 2004, for these syndicates, the amounts are based on assets and liabilities at 31 December 2003, and those at 30 June 2003, on assets and liabilities at 31 December 2002.

c) Premiums

Gross written premiums represent premiums on business incepting during the period together with adjustments to premiums written in previous accounting periods and estimates for pipeline premiums. All premiums are gross of commission payable to intermediaries.

Outwards reinsurance premiums are accounted for in the same accounting period as the premiums for the related inwards reinsurance business.

The provision for unearned premiums represents that part of gross premiums written and the reinsurers' share that is estimated to be earned after the balance sheet date.

d) Claims

Provision is made for claims incurred during the period, whether reported or not. Claims handling expenses are also included within claims incurred. A provision for unexpired risks is made when it is anticipated that unearned premiums will be insufficient to meet future claims and claims settlement expenses of business in force at the period end. No account is taken of future investment income. The provision is included within technical provisions in the balance sheet. In addition, provision for losses is made in respect of the open underwriting years for non managed syndicates.

e) Investment return

The investment return is accounted for in the non-technical account. An allocation is made from the non-technical account to the general business technical account to reflect the longer term investment return on funds supporting underwriting business. The longer term investment return is an estimate of the longer term investment return for the Brit Insurance Holdings PLC Group and the managed syndicates having regard to past performance, current trends and future expectations.

f) Other income

Other income includes fees due to the managing agent and the insurance intermediary and profit commission receivable. Profit commission is recognised on the same annual accounting basis as the related underwriting profits.

g) Expenses

All expenses are accounted for on an accruals basis. Profits arising in Marham Consortium Management Limited, which are due to a Brit managed syndicate, are charged as an expense to the Group.

Depreciation is calculated so as to write off the value of freehold buildings and cost of other tangible fixed assets over their estimated useful economic lives on a straight-line basis.

h) Intangible assets

Intangible assets include goodwill arising on the acquisition of companies or businesses and purchased syndicate capacity.

Goodwill is being written off over a period of ten years, its estimated useful economic life. Where, following a formal impairment review conducted in accordance with Financial Reporting Standard 11 "Impairment of Fixed Assets and Goodwill" ("FRS 11"), there has been, in the Directors' opinion, an impairment in the value of any goodwill being carried, this impairment is recognised in the profit and loss account.

Purchased capacity in respect of managed syndicates is amortised over three years from the date the underwriting results of those syndicates are first recognised in the technical account. Purchased capacity in respect of non-managed syndicates is amortised over three years commencing at the end of the third year from the start of the Group's first underwriting year of those syndicates.

i) Taxation

Current tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

j) Deferred taxation

Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the asset, or on unremitted earnings of subsidiaries and associates where there is no commitment to remit those earnings. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

k) Own shares

The consideration paid for the acquisition of own shares has been deducted from shareholders' funds in accordance with UITF 37: Purchase and sales of own shares and UITF 38: Accounting for ESOP Trusts.

In accordance with UITF 17 (revised 2003), where an award is made under an employee performance share plan, the difference between the fair value of the shares at the date of the award and any consideration paid for the shares is charged to the profit and loss account over the performance period.

Where own shares held were previously impaired, the impairments have been reversed on adoption of these new UITFs.

l) Foreign Currencies

Transactions in foreign currencies other than Sterling, United States dollars, Canadian dollars and Euros are translated at the rate of exchange ruling at the date the transaction is processed. Unless otherwise stated, transactions in United States dollars, Canadian dollars and Euros are translated at the average rates of exchange for the period. Assets and liabilities in currencies other than Sterling are translated at the rate of exchange ruling at the period end date. Exchange differences arising on translation are dealt with in the profit and loss account.

Foreign currency options are marked to market. Any gains or losses are recognised in the profit and loss account.

m) Pension benefits

The Group operates a defined benefit pension scheme with pension benefits funded over employees' periods of service. Contributions are based on the recommendation of the actuary following the valuation of the fund and are charged to the profit and loss account so as to spread the cost of the pension over the employees' working lives with the Group. This scheme closed to new members on 4 October 2001.

The Group also operates a range of defined contribution pension schemes. Contributions are charged to the profit and loss account in the period to which they relate.

n) Convertible unsecured subordinated loan stock 2008 ("CULS") and US dollar floating rate unsecured subordinated loan notes 2034("FRNS")

CULS and FRNS are initially stated at the amount of the net proceeds after deduction of issue costs. The carrying amount is increased by the finance cost in respect of the accounting period and reduced by payments made in the period. Finance costs are recognised in the profit and loss account over their term at a constant rate on the carrying value.

CULS are reported as a liability unless conversion actually occurs. No gain or loss is recognised on conversion

o) Performance Share Plans

Where shares are acquired in respect of the Group's performance share plans including free and matching shares acquired by the Brit Insurance Holdings PLC Employee Share Participation Trust, such shares are included in own shares at cost and are amortised against profits on a straight-line basis over the life of the scheme. Own shares are deducted in arriving at shareholders' funds.

Notes to the Financial Statements

1. Segmental information



 (i)  Technical account
                                 Period ended 30 June 2004 (unaudited)
                             Syndicate      Insurance            Total
                        participations      companies          GBP'000
                               GBP'000        GBP'000

 Gross premiums written        376,328        402,216          778,544
 Net premiums written          306,486        319,526          626,012
 Net premiums earned           232,910        179,548          412,458
 Net investment return
 on technical funds             21,203         12,502           33,705
 and underwriting capital
 at the long-term rate
 Net claims incurred         (127,278)      (114,696)        (241,974)
 Changes in other
 technical provisions,               -              -                -
    net of reinsurance
 Net operating expenses       (74,352)       (47,736)        (122,088)
 Change in equalisation
 provision                           -        (1,353)          (1,353)
 Technical profit               52,483         28,265           80,748

 Claims ratio (%)                 54.6           63.9             58.7
 Expense ratio  (%)               32.2           24.4             28.2
 Combined ratio (%)               86.8           88.3             86.9


                                 Period ended 30 June 2003 (unaudited)
                              Syndicate    Insurance             Total
                         participations    companies           GBP'000
                                GBP'000      GBP'000

 Gross premiums written         540,932      125,282           666,214
 Net premiums written           445,461       98,677           544,138
 Net premiums earned            226,350       60,077           286,427
 Net investment return
 on technical funds              15,602        3,983            19,585
   and underwriting capital
   at the long-term rate
 Net claims incurred          (141,997)     (32,841)         (174,838)
 Changes in other
 technical provisions,                -      (1,492)           (1,492)
    net of reinsurance
 Net operating expenses        (71,459)     (13,532)          (84,991)
 Change in equalisation
 provision                            -      (2,684)           (2,684)
 Technical profit                28,496       13,511            42,007

 Claims ratio (%)                  62.7         57.1              61.6
 Expense ratio  (%)                25.2         26.1              25.4
 Combined ratio (%)                87.9         83.2              87.0


 (i)  Technical account (continued)
                                 Year ended 31 December 2003 (audited)
                              Syndicate    Insurance             Total
                         participations    Companies           GBP'000
                                GBP'000      GBP'000

 Gross premiums written         610,942      404,785         1,015,727
 Net premiums written           495,348      355,417           850,765
 Net premiums earned            431,406      240,030           671,436
 Net investment return on
 technical funds                 32,080       11,905            43,985
   and underwriting capital
   at the long-term rate
 Net claims incurred          (250,573)    (149,877)         (400,450)
 Changes in other
 technical provisions,                -        (673)             (673)
     net of reinsurance
 Net operating expenses       (149,374)     (61,466)         (210,840)
 Change in equalisation
 provision                            -      (3,186)           (3,186)
 Technical profit                63,539       36,733           100,272

 Claims ratio (%)                  58.1         62.7              59.7
 Expense ratio  (%)                33.4         22.3              28.8
 Combined ratio (%)                91.5         85.0              88.5


 (ii)  Corporate

                               6 months ended 30 June 2004 (unaudited)
         Underwriting Underwriting  Peoples     Ri3K
            (Lloyd's)  (companies)   Choice  Limited
              GBP'000      GBP'000 (Europe)  GBP'000
                                    Limited            Other    Total
                                    GBP'000          GBP'000  GBP'000

 Technical
 result
 at the
 long-term
 rate          52,483      28,265          -       -      -    80,748
 of return
 Other
 investment
 return          (12)       2,614          -        8  1,928    4,538
 Interest
 payable            -           -          -        - (2,340) (2,340)
 Fees and
 commissions      563           -          -      455       -   1,018
 Other income       6           -          -        -     117     123
 Other expenses   202         475          -  (2,189) (8,156) (9,668)
               53,242      31,354          -  (1,726) (8,451)  74,419

 Amortisation
 of goodwill
 and            (867)           -           -       - (4,051) (4,918)
 syndicate
 participations

 Operating
 profit/(loss)
 based on
 long-term rate
 of investment
 return        52,375      31,354           -  (1,726)(12,502) 69,501

 Short-term
 fluctuations
 in
 investment  (12,404)     (4,899)           -        -      - (17,303)
 return

 Operating
 profit/
 (loss)        39,971      26,455           -  (1,726)(12,502)  52,198

 Share of
 operating
 profit in          -           -           -       -      288    288
 associated
 undertakings

 Profit/
 (loss)
 before
 taxation      39,971      26,455           -  (1,726)(12,214) 52,486

 Net
 assets/
 (liabi
 lities)      306,336     396,342           -   8,678(14,529) 696,827

 Net
 tangible
 assets/
 (liabi
 lities)      294,373    350,837            -  1,713   15,147 631,776


 (ii)  Corporate (continued)

                   6 months ended 30 June 2003 (restated) (unaudited)
         Underwriting Underwriting   Peoples     Ri3K
            (Lloyd's)  (companies)    Choice  Limited
          GBP'000      GBP'000      (Europe)  GBP'000
                                     Limited             Other   Total
                                     GBP'000           GBP'000 GBP'000

 Technical
 result
 at the
 long-term
 rate
 of return     28,496       13,511         -        -       -   42,007
 Other
 investment
 return         (660)        3,951        52        6   3,332    6,681
 Interest
 payable            -            -     (560)      (4) (1,827)  (2,391)
 Fees and
 commissions    2,090            -     5,282        2       -    7,374
 Other income     (9)          112       490        -    (49)      544
 Other expenses   199         (11)   (8,280)  (1,937) (4,955) (14,984)
               30,116       17,563   (3,016)  (1,933) (3,499)   39,231

 Amortisation
 of goodwill
 and          (1,187)         (43)     (131)        - (1,975)  (3,336)
 syndicate
 participations

 Operating
 profit/
 (loss)
 based on
 long-term
 rate of
 investment
 return        28,929       17,520   (3,147)  (1,933) (5,474)  35,895

 Short-term
 fluctuations
 in
 investment   (2,838)      (2,201)         -        -       - (5,039)
 return

 Operating
 profit/
 (loss)        26,091        15,319  (3,147)  (1,933) (5,474)  30,856

 Share of
 operating
 profit in          -             -        -        -      91      91
 associated
 undertakings

 Profit/
 (loss) before
 taxation       26,091       15,319   (3,147) (1,933) (5,383)  30,947

 Net assets    256,402      362,246     6,153   9,477  30,886 665,164

 Net tangible
 assets        240,528      310,905     2,007   1,467  30,886 585,793


 (ii)  Corporate (continued)


                     Year ended 31 December 2003 (restated) (audited)
         Underwriting Underwriting  Peoples     Ri3K
            (Lloyd's)  (companies)   Choice  Limited
              GBP'000      GBP'000 (Europe)  GBP'000
                                   Limited              Other    Total
                                   GBP'000            GBP'000  GBP'000

 Technical
 result at
 the long
 -term rate
 of return     63,539       36,733       -         -       -   100,272
 Other
 investment
 return         (766)       10,878       61        9   8,878    19,060
 Interest
 payable         (68)            -    (704)      (5) (3,820)   (4,597)
 Fees and
 commissions    2,271            -    6,251      131       -     8,653
 Other
 income            56           90    1,257        -     137     1,540
 Other
 expenses           -            - (10,453)  (3,989) (10,912) (25,354)
               65,032       47,701  (3,588)  (3,854)  (5,717)   99,574

 Amortisation
 of goodwill
 and          (1,919)            -    (153)        -  (6,335)  (8,407)
 syndicate
 participations

 Operating
 profit/(loss)
 based on
 long-term
 rate of
 investment
 return        63,113       47,701  (3,741)   (3,854)(12,052)  91,167

 Short-term
 fluctuations
 in investment
 return       (7,614)      (8,126)         -        -       - (15,740)


 Operating
 profit/
 (loss)        55,499       39,575   (3,741)  (3,854)(12,052)  75,427

 Profit on
 disposal of
 subsidiary
 undertakings       -            -         -        -   1,920   1,920
 Share of
 operating
 profit in
 associated         -            -         -        -     219     219
 undertakings
 Profit/
 (loss) before
 taxation      55,499       39,575   (3,741)  (3,854) (9,913)  77,566

 Net assets   293,959      382,234         -    8,492  12,839 697,524

 Net tangible
 assets       280,086      334,169         -    1,116  12,185 627,556


 2.  Investment return

 (i)  Investment return - the total investment return comprises:

                6  months ended    6 months ended      12 months ended
                   30 June 2004      30 June 2003     31 December 2003
                                       (restated)           (restated)
                    (unaudited)       (unaudited)            (audited)
                        GBP'000           GBP'000              GBP'000

 Investment return on
 Funds at Lloyd's
 and other
 corporate funds:

 Investment income        8,004             9,709               20,638
 Realised losses on
 investments            (3,089)           (1,528)              (6,244)
 Unrealised gains
 on investments           3,990             4,108               15,282
 Investment
 management expenses      (408)             (784)              (1,692)
 Interest payable on
 bank loans               (423)             (473)                (764)
 Interest payable on
 convertible
 unsecured loan stock   (1,917)           (1,918)              (3,836)
                          6,157             9,114               23,384

 Investment return on syndicate funds:

 Investment income        7,973             5,954               13,562
 Realised losses on
 investments             (1,537)           (1,636)             (6,128)
 Unrealised losses on
 investments             (3,756)                 -                   -
 Investment management
 expenses                  (451)             (330)             (1,289)
                           2,229             3,988               6,145

 Investment return on insurance company funds:

 Investment income        13,835             6,282              17,908
 Realised losses on
 investments             (1,651)              (80)             (2,339)
 Unrealised losses on
 investments             (1,503)             (194)             (1,786)
 Investment management
 expenses                  (467)             (274)               (604)
                          10,214             5,734              13,179

 Total investment return
 Investment income        29,812            21,945              52,108
 Realised losses on
 investments             (6,277)           (3,244)            (14,711)
 Unrealised (losses)/
 gains on
 investments             (1,269)             3,914              13,496
 Investment
 management expenses     (1,326)           (1,388)             (3,585)
 Interest payable on
 bank loans                (423)             (473)               (764)
 Interest payable on
 convertible
 unsecured loan stock    (1,917)           (1,918)             (3,836)
                          18,600            18,836              42,708

(ii) Investment return - the long-term investment return

The transfer to the technical account represents the estimated long-term rate of return applied to the Group's share of investment assets supporting the insurance business of the insurance companies and Lloyd's syndicates, together with Funds at Lloyd's. The long-term rates of return are based on the historical asset performance, current and prospective bond yields and the estimated risk premium for holding equity investments. For the investment assets of the insurance companies and the Funds at Lloyd's, separate rates have been established and applied to the average bond and equity components of the underwriting investment assets.

For the syndicate investments, a single weighted rate has been applied to all categories of investment.



                              30 June         30 June      31 December
                                 2004            2003             2003
                          (unaudited)     (unaudited)        (audited)
                                   %               %                %
 The long-term rates of
 return used were:

 Insurance companies
 and Funds at Lloyd's
 Equities - capital
 return                           5.0            5.0              5.0
 Equities -
 income                           2.0            2.0              2.0
 Bonds and
 cash                             5.0            5.0              5.0

 Syndicate
 investments                      5.0            5.0              5.0


 3.  Fees and other income

                       6 months ended
                         30 June 2004  6 months ended  12 months ended
                          (unaudited)    30 June 2003 31 December 2003
                              GBP'000     (unaudited)        (audited)
                                              GBP'000          GBP'000

 Fees and commissions           1,018           7,374            8,653
 Income from syndicates
 (use of assets)                    -               1                -
 Other income                     123             543            1,540
                                1,141           7,918           10,193


 4.  Taxation

 (i) Analysis of charge in period

                       6 months ended  6 months ended  12 months ended
                         30 June 2004    30 June 2003 31 December 2003
                          (unaudited)     (unaudited)        (audited)
                              GBP'000         GBP'000          GBP'000

 Current taxation:
 Adjustments in
 respect of prior
 years                          1,236          (184)            (145)
 Overseas tax                       -              -            (250)
 Share of associates' tax       (114)           (31)             (82)
                                1,122          (215)            (477)
 Deferred taxation:
 Origination and reversal
 of timing differences       (16,119)        (9,156)         (19,908)


 Tax charge on profit
 on ordinary activities      (14,997)        (9,371)         (20,385)

(ii) Factors affecting tax charge for the period

The major factors affecting the tax charge for the period are permanent differences, use of prior period underwriting losses, tax recoveries from prior periods which were not previously recognised and equity realised and unrealised losses where the Group holds more than 10% of the equity.

(iii) Factors that may affect future tax charges

The future tax charge for the Group is dependent on the ability of the Group to utilise tax losses as they become available.

5. Dividends



                   6 months ended   6 months ended    12 months ended
                     30 June 2004     30 June 2003   31 December 2003
                      (unaudited)      (unaudited)          (audited)
                          GBP'000          GBP'000            GBP'000

 Ordinary dividends
 First interim
 2004 paid -
 2.0p per share
 (2003 - nil)              19,381                -                  -
 Second interim
 2004 (payable 15
 October 2004)
 - 2.0p per share          19,381                -                  -
 (2003 - nil)
                           38,762                -                  -

6. Earnings per share

The calculations of the basic and diluted earnings per share are based on the following figures :



                   6 months ended   6 months ended    12 months ended
                     30 June 2004     30 June 2003   31 December 2003
                                        (restated)         (restated)
                      (unaudited)      (unaudited)          (audited)
                          GBP'000          GBP'000            GBP'000

 Profit attributable
 to members of the
 parent company            37,547           21,885             57,493
 Dilutive post tax
 effect on profits:
 Convertible unsecured
 subordinated loan stock    1,342            1,342              2,685
 Diluted profit
 attributable to members
 of the parent company     38,889           23,227             60,178



                   30 June 2004       30 June 2003   31 December 2003
                    (unaudited)        (unaudited)          (audited)
                         Number             Number             Number

 Basic weighted
 average number
 of shares          967,978,153        775,352,078        874,056,697
 Dilutive
 potential
 ordinary shares:
 Convertible
 unsecured
 subordinated
 loan stock          52,975,417         51,276,534         51,276,076
 Employee share
 options              1,531,993            725,505            698,381
 Diluted weighted
 average number
 of shares        1,022,485,563        827,354,117        926,031,154

In accordance with Financial Reporting Standard 14 "Earnings per share", convertible unsecured subordinated loan stock and employee share options are only treated as dilutive when their conversion to ordinary shares would decrease net profit per share or increase net loss from continuing operations.

7. Intangible assets (unaudited)



                        Syndicate         Goodwill              Total
                   participations          GBP'000            GBP'000
                          GBP'000
 Cost:
 At 1 January
 2004                       9,025           80,408             89,433
 Additions                      -                -                  -
 At 30 June 2004            9,025           80,408             89,433

 Amortisation:
 At 1 January 2004          6,789           12,676             19,465
 Charge for the period        867            4,050              4,917
 At 30 June 2004            7,656           16,726             24,382

 Net book value:
 At 30 June 2004            1,369           63,682             65,051
 At 30 June 2003            3,196           76,175             79,371
 At 31 December 2003        2,236           67,732             69,968

8. Financial Investments



              30 June 2004      30 June 2003   31 December 2003
                                  (restated)
               (unaudited)       (unaudited)      (audited)
           Market     Cost   Market      Cost Market       Cost
            value             value            value
          GBP'000  GBP'000  GBP'000  GBP'000 GBP'000    GBP'000

 Shares
 and
 other
 variable
 -yield
 securities
 and units
 in unit
 trusts :

 Listed   218,414  219,922  150,351  171,466  225,124    230,546
 Unlisted   2,555    8,883    5,118   10,440    1,115      7,440

 Debt
 securities
 and
 other
 fixed
 income
 securi
 ties :

 Listed   657,369  667,842  623,379 628,510    685,920    710,404

 Certifi
 cates
 of
 Deposit  271,456   270,840  140,458 140,324   125,960    125,677

 Parti
 cipation
 in
 investment
 pools    100,443   100,444   34,269   34,269    65,956     68,661

 Deposits
 with
 credit
 instit
 utions    92,482    92,482    60,147   60,147    60,047    60,047

 Other          -         -     1,773    1,773          -         -
        1,342,719 1,360,413 1,015,495 1,046,929 1,164,122 1,202,775

Amounts have been reallocated from listed shares and other variable yield securities to listed debt securities and other fixed income securities in respect of the 30 June 2003 comparatives. These amount to a market value of GBP201,399,000 and a cost of GBP200,526,000.

9. Debtors

Amounts due within one year



                     30 June             30 June
                        2004                2003         31 December
                 (unaudited)         (unaudited)                2003
                     GBP'000             GBP'000           (audited)
                                                             GBP'000

 Trade debtors         4,130               7,216               6,078
 Arising out of
 direct insurance
 operations           215,496             124,192             147,917
 Arising out of
 reinsurance
 operations           442,596             423,893             255,305
 Amounts owed
 by managed
 syndicates               376               3,923               1,347
 Tax recoverable        1,045                  -                  227
 Other debtors          7,256               3,405               6,177
 Share of syndicates'
 other debtor
 balances              26,577              15,321              18,147
                      697,476             577,950             435,198


 10.  Share capital

                      30 June                             31 December
                         2004               30 June              2003
                  (unaudited)                  2003         (audited)
                       Number           (unaudited)            Number
                                             Number

 (i) Number of
 ordinary shares
 of 25p each,
 allotted, issued
 and fully paid:

 Opening balance  974,053,647           747,466,314       747,466,314
 Number of shares
 issued during
 the period            16,724           225,977,474       226,587,333
 Closing balance  974,070,371           973,443,788       974,053,647

 (ii) Shares to be issued at a value of 74p each:

 Opening
 balance                    -                     -                 -
 Number of
 shares to
 be issued                  -                609,410                -
 Closing balance            -                609,410                -

On 10 June 2004 the Company issued 6,724 ordinary shares in relation to the conversion of loan stock.

On 21 June 2004 the Company issued 10,000 ordinary shares in relation to exercised share options.

11. Reserves



                   Share Investment in  Capital   Profit and
                 premium   own shares  redemption       loss  Total
                 account                reserve      account (unaud
             (unaudited)  (unaudited) (unaudited)(unaudited)  ited)
                 GBP'000     GBP'000    GBP'000     GBP'000 GBP'000
 Balance
 at 1
 January 2004
 as               481,135      -         586     (23,735)   457,986
 previously
 reported
 Prior
 year
 adjustment             -    (4,085)       -          110   (3,975)
 Balance
 at 1
 January
 2004 as          481,135    (4,085)     586     (23,625)    454,011
 restated
 Issue of
 shares                 9          -       -            -          9
 Addition
 of own
 shares                 -      (452)       -            -      (452)
 Amortisation
 of own
 shares                 -        775       -            -        775
 Disposal
 of own
 shares                 -        181       -            -        181
 Capital
 reorganisation  (170,000)         -       -      170,000          -
 Profit
 for
 the period              -         -       -       37,547      37,547
 Dividends
 paid and
 proposed                -         -       -     (38,762)    (38,762)
 Balance
 at 30
 June 2004         311,144    (3,581)    586      145,160    453,309

Following an application to the High Court, the Company has been permitted to make a transfer from the share premium account to the profit and loss account of GBP170,000,000. This capital reorganisation became effective on 23 April 2004.

Brit Insurance Holdings PLC had distributable reserves of GBP58,841,000 at 30 June 2004 (30 June 2003: negative GBP34,801,000) (31 December 2003: negative GBP65,587,000).

Full details of the prior year adjustment are set out in the principal accounting policies.

12. Reconciliation of Equity Shareholders' funds



                            30 June        30 June      31 December
                               2004           2003             2003
                                        (restated)       (restated)
                        (unaudited)    (unaudited)        (audited)
                            GBP'000        GBP'000          GBP'000

 Total recognised
 gains for the period        37,547         21,885           57,493
 Dividends paid and proposed(38,762)             -                -
 Issue of shares                 14        167,223          167,674
 Movement in own shares         504            475          (2,773)
 Shares to be issued              -            451                -
 Total movements during
 the period                   (697)        190,034          222,394
 Opening shareholders' funds
 as previously              701,499        476,341          476,341
 reported
 Prior year
 adjustment                 (3,975)        (1,211)          (1,211)
 Opening shareholders'
 funds as restated          697,524        475,130          475,130
 Closing shareholders'
 funds as restated          696,827        665,164          697,524


 13.  Creditors : Amounts falling due within one year

                            30 June          30 June       31 December
                               2004             2003              2003
                        (unaudited)      (unaudited)         (audited)
                            GBP'000          GBP'000           GBP'000

 Bank loans and
 overdrafts                  15,000               75                -
 Trade creditors             10,458           76,588           58,473
 Arising out of direct
 insurance operations        21,524           29,042           23,969
 Arising out of reinsurance
 operations                 163,479          150,790           71,862
 Amounts due to managed
 syndicates                       -              731                -
 Proposed dividend           19,381                -                -
 UK Corporation tax               -              241                -
 Other taxes and social
 security costs                 480            2,361             1,639
 Other creditors              4,828            1,696             5,110
 Share of syndicates'
 other creditor balances      4,457         (42,855)          (34,027)
                            239,607          218,669           127,026

 14.  Creditors : Amounts falling due after more than one year

                            30 June          30 June       31 December
                               2004             2003              2003
                        (unaudited)      (unaudited)         (audited)
                            GBP'000          GBP'000           GBP'000

 Bank borrowings                  -           15,000            15,000
 Convertible unsecured
 subordinated loan
 stock 2008                  43,991           43,747            43,872
 US dollar floating
 rate unsecured subordinated
 loan notes 2034              7,984                -                 -

                             51,975           58,747            58,872

The conversion rate of the convertible unsecured subordinated loan stock of 113.64 ordinary shares for every GBP100 nominal of loan stock converted has been adjusted with effect from 23 April 2004 to 123.46 ordinary shares for every GBP100 nominal of loan stock converted. This follows the reduction of the Company's share premium account.

On 28 June 2004, $15,000,000 of US dollar floating rate unsecured subordinated loan notes were issued providing net proceeds of GBP7,983,770 after the deduction of issue costs of GBP303,523. These issue costs are amortised over the period up to the earliest redemption date being 15 August 2009. These loan notes attract interest at US Libor plus 3.5%.

15. Consolidated cash flow statement notes

(i) Scope of consolidated cash flow statement

The consolidated cash flow statement excludes syndicate cash flows and cash held within Lloyd's premium trust funds on behalf of some of the Group's underwriting subsidiaries.

(ii) Reconciliation of operating profit to net cash inflow from operating activities



              6 months ended     6 months ended       12 months ended
                30 June 2004       30 June 2003      31 December 2003
                                     (restated)            (restated)
                  (unaudited)       (unaudited)             (audited)
                      GBP'000           GBP'000               GBP'000

 Profit before
 tax on
 ordinary
 activities            52,486             30,947                77,566
 (Profit)/loss on
 sale of fixed
 assets                 (187)                  -                   844
 Profit on
 disposal of
 subsidiary
 undertakings               -                  -               (1,920)
 Depreciation of
 fixed assets and
 exchange
 adjustments             1,149             1,052                 2,179
 Amortisation of
 goodwill                4,051             2,375                 6,488
 Amortisation of
 loan stock
 issue costs               124               125                   250
 Charges in respect
 of employee
 share schemes             323                 -                   221
 Amortisation of
 syndicate
 capacity                  867               959                 1,919
 (Increase)/
 decrease in
 debtors              (238,148)           17,422              (72,837)
 Increase/
 (decrease) in
 creditors                4,941           (5,274)             (13,303)
 Increase in
 provisions             256,273            49,850              223,395
 Realised and
 unrealised
 investment
 losses/(gains)            3,602          (3,207)              (2,767)
 Share of result
 of associated
 undertakings              (288)             (91)                (219)
 Interest
 payable                   2,340            2,391                4,600
 Net cash
 inflow from
 operating
 activities               87,533           96,549              226,416

(iii) Movement in cash and portfolio investments



                 At     Cash      Changes to   Other           At
          1 January     flow    market value changes      30 June
               2004  GBP'000  and currencies GBP'000         2004
            GBP'000                  GBP'000              GBP'000

 Cash at
 bank
 and in
 hand        75,845 (33,959)               -       -       41,886
 Deposits
 with
 credit
 institu
 tions       60,047   32,435               -       -       92,482
 Total
 cash       135,892  (1,524)               -       -      134,368
 Fixed
 income
 invest
 ments      600,437   83,394         (7,817)       -      676,014
 Variable
 income
 invest
 ments       70,920 (20,537)              74       -       50,457
 Protected
 funds        1,383       -               18       -        1,401
 Equities   144,748   9,112            4,123     348      158,331
 Total
 portfolio
 invest
 ments      817,488  71,969         (3,602)      348      886,203
 Total
 cash
 and
 portfolio
 invest
 ments      953,380  70,445         (3,602)      348    1,020,571
 Banks
 borrowings(15,000)       -               -        -     (15,000)
 Total
 cash
 and
 portfolio
 investments,
 net
 of
 debt       938,380   70,445         (3,602)     348    1,005,571

Independent review report to Brit Insurance Holdings PLC

Introduction

We have been instructed by the company to review the financial information for the 6 months ended 30 June 2004 which comprises the consolidated profit and loss account, the consolidated statement of total recognised gains and losses, consolidated balance sheet, consolidated cash flow statement, the basis of preparation of financial statements and accounting policies and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information.

This report is made solely to the company in accordance with Bulletin 1999/4 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed.

Review work performed

We conducted our review in accordance with guidance contained in Bulletin 1999/4 'Review of Interim Financial Information' issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information.

Review conclusion

On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2004.

Mazars LLP

Chartered Accountants and Registered Auditors

24 Bevis Marks

London EC3A 7NR

6 September 2004

N.B. A recording of the analyst meeting held this morning will be available on the website later on today.



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