Conversion of Securities

Guinness Peat Group PLC
02 July 2004

For immediate release        2 July 2004


                            GUINNESS PEAT GROUP plc
                            ("GPG" or "The Company")
                                      and
                             GPG (UK) HOLDINGS plc
                                   ("GPGUKH")

8% CONVERTIBLE LOAN NOTES

Guinness Peat Group plc and GPG (UK) Holdings plc announce as follows:

1.        Allotment of Shares

Consequent upon the Conversion of the fourth tranche of its 8% Convertible Loan
Notes ("CLNs") following the fourth Conversion Date of 30 June 2004, GPGUKH has
today allotted 11,248,786 Ordinary Shares of 10p each in its capital at a
conversion price of 44.4 pence per Ordinary Share ("Conversion Shares") to those
Noteholders who elected to convert their Election Amounts.

Upon conversion, electing noteholders were issued ordinary shares in GPGUKH.
However, by reason of the Step Up Rights incorporated in the Articles of
Association of GPGUKH, those shares are automatically transferred to GPG in
exchange for the issue to those noteholders of ordinary shares in GPG ("Parent
Shares")

2.        Ranking of Conversion Shares

In accordance with paragraph 5.11 of the Trust Deed  constituting the CLNs dated
18 April 2000 and subsequent Deeds of Amendment the Ordinary Shares allotted and
issued on Conversion are fully paid and rank pari passu in all respects with
other issued Ordinary Shares, except that they do not rank for any dividends or
other distributions declared or paid or made in respect of any financial periods
or parts of financial periods that have ended on or prior to the relevant
Conversion Date.

In practice this means that the Parent Shares do not have a right to receive any
interim dividend that relates to the period prior to 2 July 2004, should one be
declared in respect of the interim period to 30 June 2004.

After the payment of any such interim dividend, or if there is no dividend
declared for that interim period, they will then rank equally with the other
fully paid Ordinary Shares.

It should be noted that no decision has been made or will be made in respect of
the declaration of any interim dividend until GPG makes public its interim
results in the usual way towards the end of August 2004.

3.        Treatment by the three Exchanges on which GPG's Ordinary Shares are
listed

There is a slight difference to the way that the LSE, the Australian Stock
Exchange ("ASX") and the New Zealand Stock Exchange ("NZX") will treat Parent
Shares:

* The LSE has indicated that it will show the Parent Shares as a separate line
of stock. The Parent Shares will continue to operate as a separate class until
GPG confirms it is unlikely that any dividends or distributions are likely to be
declared in respect of a period prior to 2 July 2004.  The London Stock Exchange
("LSE") has provided the Parent Shares with an ISIN number GB00B01BJ823.

* The ASX has advised that it will show the Chess Depositary Instruments ("CDIs
") representing the new Parent Shares as a separate line of CDIs which will rank
pari passu in all respects with other issued Ordinary Shares of GPG, except that
the new CDIs will not rank for any dividends or other distributions declared or
paid or made in respect of financial periods or parts of financial periods that
have ended on or prior to 30 June 2004.  They also advise that the likely ASX
code for the new CDIs will be GPGN.  The new CDIs will merge with the main
quoted line of CDIs either after the ex-entitlement date for any dividend for a
period ending on or prior to 30 June 2004 or when GPG announces that no such
dividend will be declared.

* The NZX has advised that it will quote the new Parent Shares as a separate
class of securities. The new Parent Shares will operate under the description of
"new ordinary shares" with a security code of GPGND. The new Parent Shares will
continue to operate as a separate class until GPG confirms it is unlikely that
any dividends or distributions are likely to be declared in respect of a period
prior to and including 30 June 2004.

4.        Allotment of Shares to Directors

The following four directors of GPG elected to convert their Redemption Amounts
and have acquired Parent Shares as follows:


                                                                  Consequent Total Beneficial Interest in
                                    Conversion Shares             GPG Ordinary Shares at 5 July 2004

Sir Ron Brierley                               442,970                        30,391,624 (3.51%)
T J N Beyer                                    350,158                           671,530 (0.8%)
A I Gibbs                                      205,728                         1,112,206 (0.13%)
B A Nixon                                          152                         6,505,052 (0.75%)



Richard Russell
Company Secretary
Guinness Peat Group plc and GPG (UK) Holdings plc

2 July 2004

Terms used in this announcement but not defined in it bear the same meanings
given to them in the Trust Deed constituting the CLNs dated 18 April 2000 and
subsequent Deeds of Amendment.


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