Chartwell Re Corporation Announces Cash Offer for Archer Dedicated PLC.

STAMFORD, Conn.--(BUSINESS WIRE)--October 28, 1998--Chartwell Re Corporation ("Chartwell") (NYSE: CWL) announces that the boards of directors of Chartwell Holdings Limited ("Chartwell Holdings"), a wholly owned subsidiary of Chartwell and Archer Dedicated plc ("Archer") (LSE: AHD.L) made a joint announcement today in London regarding recommended cash offers (the "Offers") by Chartwell Holdings of 72.5 pence for each ordinary share of Archer in issue (each, an "Ordinary Share") and 2738 pence for each preference share of Archer in issue (each, a "Preference Share" and together with the Ordinary Shares, the "Archer Shares"). The Offers value the Archer Shares at approximately 7.64 million British Pounds Sterling ("BPS"). The offer price for an Ordinary Share represents a premium of 11.5% to the middle market quotation (as derived from the London Stock Exchange Daily Official List) of an Ordinary Share at the close of business on October 27, 1998 (the last trading day prior to the announcement of the Offer). The Preference Shares are not quoted on any market.

Prior to this announcement of the Offers, Chartwell Holdings owned 29.2% of the Ordinary Shares and 30.7% of the Preference Shares. Irrevocable undertakings to accept the Offers have been received in respect of 69.1% of the Ordinary Shares and 65.6% of the Preference Shares. As a result, Chartwell Holdings currently owns, or has received undertakings to accept the Offers in respect of 98.3% of the Ordinary Shares and 96.3% of the Preference Shares. The irrevocable undertakings will cease to have effect in the event that a third party makes a competitive offer for the Ordinary Shares or the Preference Shares at a price higher than currently being offered by Chartwell Holdings.

The Archer directors (other than one director who has a conflict of interest), having been advised by Strand Partners, consider the terms of the Offers to be fair and reasonable and, therefore, intend unanimously (other than the one director referred to above who intends to abstain) to recommend that all holders of Ordinary Shares and Preference Shares accept the Offers. The Offers will be made on behalf of Chartwell Holdings by Raphael Zorn Hemsley Limited.

The acquisition requires and is subject to the consent of Lloyd's.

Archer is a dedicated corporate capital vehicle whose Ordinary Shares are traded on the Alternative Investment Market. Archer was formed in 1994 to provide a means for investors to participate exclusively in underwriting on syndicates managed by Chartwell Managing Agents Limited in the Lloyd's insurance market on a limited liability basis. Archer has participated in Lloyd's with underwriting capacity in the 1995, 1996, 1997 and 1998 years of account of BPS 7.5 million, BPS 24.0 million, BPS 41.5 million and BPS 45.4 million, respectively.

Steven J. Bensinger, President of Chartwell and Chairman and Chief Executive of Chartwell Managing Agents Limited, said "This transaction is another positive step toward our goal of increasing the capital Chartwell provides to the Chartwell Managing Agents Limited syndicates."

This press release does not constitute an offer with respect to the Ordinary Shares or the Preference Shares. The Offers are not being made, directly or indirectly, in or into the United States, Canada, France, New Zealand or Australia or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States, Canada, France, New Zealand or Australia.

Chartwell is an insurance holding company with global underwriting and service operations, conducting its business in the United States and in the Lloyd's market through its principal operating subsidiaries, Chartwell Reinsurance Company, The Insurance Corporation of New York and Chartwell Managing Agents Limited.

Safe Harbor for Forward Looking Statements

Certain statements that appear in this press release which do not relate to historical financial information may constitute forward-looking statements. Statements containing words such as: believes, anticipates, plans, expects, projects, forecasts, estimates, may or could, are forward-looking. Any forward-looking statement is subject to various risk factors which could cause actual results to differ materially from expectations. The various risk factors that could affect Chartwell's future results are set forth in Chartwell's Securities and Exchange Commission filings.

This press release, information on Chartwell's directors and senior officers and current business and financial data are available on Chartwell's web site at http://www.ChartwellRe.com.