Offer for GB Railways Group plc

Not for release, publication or distribution in whole or in part in or into the
                   United States, Canada, Japan or Australia                   

                                                      Embargoed until 7.00 a.m.

                                                                 14 August 2003

                                FirstGroup plc                                 

  Recommended cash offer made by Cazenove & Co. Ltd ('Cazenove') on behalf of  
    FirstGroup plc ('FirstGroup') for GB Railways Group plc ('GB Railways')    

                      Offer unconditional in all respects                      

The board of FirstGroup announces that as at 3.00 p.m. on 13 August 2003, being
the second closing date of the Offer, FirstGroup had received valid acceptances
of the Offer in respect of 6,473,480 GB Railways Shares, representing
approximately 73.98 per cent. of GB Railways' current issued ordinary share
capital.

On 16 July 2003, FirstGroup announced that persons representing approximately
37.6 per cent. of GB Railways' current issued ordinary share capital had given
undertakings to accept the Offer. One of those persons, Merrill Lynch
Investment Managers, made net sales of GB Railways Shares between 16 July and 5
August 2003 as permitted under its undertaking. Such persons therefore validly
accepted the Offer prior to the first closing date in respect of 3,204,885 GB
Railways Shares, representing approximately 36.6 per cent. of GB Railways'
current issued ordinary share capital. These shares are included in the above
total.

Prior to the commencement of the Offer Period, FirstGroup held 10 GB Railways
Shares, representing approximately 0.0001 per cent. of GB Railways' current
issued ordinary share capital. Save as disclosed herein, neither FirstGroup nor
any of the Directors of FirstGroup nor (so far as FirstGroup is aware) any
party deemed to be acting in concert with FirstGroup has acquired or agreed to
acquire any GB Railways Shares during the Offer Period.

Including valid acceptances of the Offer received by FirstGroup, FirstGroup
therefore currently holds 6,473,490 GB Railways Shares, representing
approximately 73.98 per cent. of GB Railways' current issued ordinary share
capital.

FirstGroup is also pleased to announce that the Offer has today been declared
unconditional in all respects.

The Offer will remain open for acceptance until further notice.

GB Railways Shareholders who wish to accept the Offer but have not yet done so
should either return their completed Form of Acceptance (and supporting
documents) or, if their GB Railways Shares are held in CREST, arrange for their
CREST sponsor to send the relevant TTE instruction(s) to CRESTCo, in accordance
with the procedures set out in the Offer Document as soon as possible.

Additional Forms of Acceptance may be obtained by contacting Lloyds TSB
Registrars at The Causeway, Worthing, West Sussex BN99 6DA (telephone: [phone]
0673).

GB Railways Shareholders who have validly accepted the Offer need take no
further action.

Settlement of the Initial Consideration due in respect of the Offer will be
effected on or before 28 August 2003 for GB Railways Shareholders who validly
accepted the Offer on or before 3.00 p.m. yesterday and within fourteen days of
receipt of a valid acceptance for GB Railways Shareholders who accept the Offer
after that time.

FirstGroup intends to procure that GB Railways applies to the London Stock
Exchange for the cancellation of GB Railways' admission to trading on AIM.

FirstGroup also intends, as soon as it becomes entitled to do so, to apply the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding GB Railways Shares to which the Offer relates on
the same terms as the Offer.

Enquiries:

FirstGroup plc 020 7291 0504

Michael Mitchell

Cazenove & Co. Ltd 020 7588 2828

Shona Graham

In this announcement, 'Offer Document' means the document setting out the full
terms of the Offer dated 16 July 2003. Unless the context otherwise requires,
defined terms used in this announcement shall have the same meaning given to
them in the Offer Document.

Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for FirstGroup and for no one else in connection with the
Offer and will not be responsible to anyone other than FirstGroup for providing
the protections afforded to clients of Cazenove nor for providing advice in
relation to the Offer or any matter referred to herein or in the Offer
Document.

This document does not constitute, or form part of, any offer for, or any
solicitation of any offer for, or an invitation to purchase or subscribe for,
securities.

The Offer is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or by any facilities of a national
securities exchange of, the United States, Canada, Australia or Japan and
cannot be accepted by any such use, means, instrumentality or facility or from
within the United States, Canada, Australia or Japan. Accordingly, copies of
this document are not being and must not be mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan.