company also based in Bermuda has offered to buy it.

Lebon Insurance Ltd. has offered to merge with Nobel and an Amalgamation Agreement between the two companies now only awaits approval by shareholders of Nobel.

Last month shareholders of Nobel received a final accounting of the Company's liquidation, appointed Deloitte & Touche of Hamilton, Bermuda as independent auditors, and elected Jeffrey K. Amsbaugh, Bryan L. Martin, and Robert C.

Duvall as the Company's new Board of Directors.

At the same time, Malcolm Butterfield, the company's liquidator, stayed the Company's liquidation and turned over management control of Nobel to the newly elected Board of Directors.

After so doing, Nobel entered into an Amalgamation Agreement with Lebon Insurance Limited.

If Nobel's shareholders approve the Amalgamation Agreement, they will be entitled to receive amalgamation consideration of US$1.00 for each of their capital shares.

Upon the effectiveness of the amalgamation, the amalgamation consideration will be paid to record shareholders.

Nobel may stave off liquidation And each outstanding capital share of Nobel will be cancelled and extinguished and will cease to exist. Shareholders will have no further interest in Nobel or Lebon.

On August 28, 2000, shareholders of record as of the close of business on August 18, 2000, were mailed notice of a special general meeting of shareholders to be held on September 29, 2000, at the offices of Appleby, Spurling & Kempe in and the accompanying proxy statement.

The two documents describe in detail the amalgamation proposal to be considered at the meeting.

According to a spokesperson from Nobel, only shareholders of record on Aug.

18, 2000, will be entitled to vote at the special meeting and to receive payment of amalgamation consideration if the amalgamation is consummated.