Re De Vere Group plc

Guinness Peat Group PLC
11 January 2001

                                                                                
                
                 GUINNESS PEAT GROUP plc
                            
       Guinness Peat Group plc submits resolutions
      for De Vere Group plc Annual General Meeting
                            
Blake Nixon, UK Executive Director of Guinness Peat Group
plc  ('GPG') has written to The Lord Daresbury,  Chairman
of   De  Vere  Group  plc  ('De  Vere'),  proposing  five
resolutions  for the forthcoming De Vere  Annual  General
Meeting.

GPG holds 5.2% of De Vere's issued share capital.

The resolutions call for:

  a)   a  return of capital of up to £50m to shareholders
       through an off market tender offer for up to 15 per cent,
       of the issued capital of the Company at prices up to
       £3.00 per share;
  
  b)   a  demerger  of Village Leisure and  Greens  as  a
       separately quoted company;

  c)   a return of cash to shareholders for the higher of:

       i)   £50m; or
       ii)  £100m less the total payment made under the 
            tender offer referred to in (a) above; and

  d)   a general authority to make on market purchases for
       a further 15 per cent. of the issued share capital 
       of the company.

Commenting on the proposed resolutions, Blake Nixon said:
'The  De  Vere  share  price on 5 January  (the  day  our
resolutions   were  lodged)  closed  at  282p,   a   very
substantial  discount to the stated net  asset  value  of
502p  per  share.   Whilst this lowly  rating  is  partly
symptomatic  of  the current share market apathy  towards
hotel   companies,  we  believe  that   the   significant
undervaluation  is exacerbated by the  structure  of  the
Group.

'Whilst  we  recognize  the  efforts  of  the  Board   in
restructuring  the Group over the past two  years,  their
initiatives have not gone far enough to release its  full
value.

'In  total,  the various components of our programme  for
shareholder value enhancement would have a combined value
of  395p per share, a 40% premium over the price prior to
the  lodgement of our requisition.  We are convinced that
our proposals for the reorganisation of the Group, and in
particular the demerger of Village/Greens and the capital
repayment, represent the best route forward for De Vere.'
                        

Also attached:

Appendix  A:  Wording of proposed resolutions for De Vere
              Group plc Annual General Meeting

Appendix  B: Transcript of letter from Blake Nixon to The
             Lord Daresbury, Chairman of De Vere Group plc

Enquiries:

Guinness  Peat  Group  plc                 020 7236 0336
Blake Nixon, UK Executive Director

Square  Mile  BSMG                         020 7601 1000
Kevin Smith/Becky Jewers

APPENDIX A

TEXT OF RESOLUTIONS PROPOSED BY GUINNESS PEAT GROUP plc

The Directors
De Vere Group plc
Wilderspool House
Greenalls Avenue
Warrington
Cheshire
WA4 6RH

Dear Sirs

De Vere Group plc ( the 'Company')

Pursuant to Section 376 of the Companies Act 1985 we, the
undersigned, holding in total not less than one twentieth
of  the  voting rights of all the members of the  Company
having  at  the  date hereof the right  to  vote  at  the
Company's next Annual General Meeting (the 'AGM'), hereby
requisition  the Company to give to its members  who  are
entitled  to  receive notice of the  AGM  notice  of  the
following resolutions to be moved at the AGM as  Ordinary
Resolutions of the Company:

                  Ordinary Resolutions

  1. THAT this meeting requests and recommends that the
     Board of Directors formulate proposals for an off market
     purchase (within the meaning of Section 163(1) of the
     Companies Act 1985) by tender of approximately 15.0 per
     cent  of the ordinary shares of 22 2/9p each in  the
     capital of the Company ('Ordinary Shares') in issue (or
     such lesser number as may be tendered) at the date hereof
     at a price of up to £3.00 per Ordinary Share.

  2. THAT this meeting requests and recommends that the
     Board of Directors formulate proposals for the demerger,
     in an administratively and tax efficient manner, (which,
     for the avoidance of doubt, may be by way of a return of
     capital or otherwise) of all of the assets and operations
     of the Company and its subsidiaries (the 'Group') as are
     necessary for the most advantageous conduct  of  the
     businesses carried on by the Group under  the  names
     Village  Leisure and Greens, free from any  interest
     bearing debt whatsoever, so that these businesses are
     owned by a separate public company of which substantially
     all  of  the capital is issued (without payment)  to
     substantially all of the holders of ordinary shares in
     the Company in proportion to their existing holdings in
     the Company.

  3. THAT this meeting requests and recommends that the
     Board of Directors formulate proposals to effect, in an
     administratively  and  tax  efficient  manner,   the
     distribution by the Company (which, for the avoidance of
     doubt may be paid, directly or indirectly, and may be by
     way of a dividend or return of capital) to its members in
     cash the amount of the higher of:
  
                 (i)  £50,000,000; or
                 (ii) £100,000,000 less the aggregate amount purchase
                      price paid by the Company for the purchase of shares
                      under the resolution numbered 1 above.
                 
  4. THAT this meeting requests and recommends that the
     Board of Directors submit all such proposals to  the
     shareholders  at  one or more extraordinary  general
     meetings to be convened as soon as practicable following
     the passing of the resolutions numbered 1,2 and 3 above.
  
  5. THAT the Company is generally and unconditionally
     authorised to make market purchases (within the meaning
     of Section 163(3) of the Companies Act 1985) of Ordinary
     Shares, provided that:

          (i)  the  maximum aggregate number of  Ordinary
               Shares  hereby authorised to be  purchased
               is  14,100,000 (representing approximately
               15.0  per  cent  of  the Company's  issued
               Ordinary   Share  capital  following   the
               reduction  contemplated by the  resolution
               numbered 1 above);
          
          (ii) the  minimum price which may be  paid  for
               each share is 22 2/9p;
          
         (iii) the  maximum price which may be paid
               for each ordinary share shall be an amount
               equal  to 105 per cent. of the average  of
               the  middle  market  quotations  for  that
               ordinary share as derived from the  London
               Stock Exchange Daily Official List for the
               five  business days immediately  preceding
               the date of purchase;
          
          (iv) the authority hereby conferred shall expire on 15
               August 2002 or, if earlier, at the conclusion of the next
               Annual General Meeting of the Company; and

          (v)  the Company may make a contract to purchase its own
               shares under the authority hereby conferred prior to the
               expiry of such authority which will or may be executed
               wholly or partly after the expiry of such authority and
               may make a purchase of its own shares in pursuance of any
               such contract.



For and on behalf of
Allied Mutual Insurance Services Limited


APPENDIX B

TEXT  OF  LETTER FROM BLAKE NIXON TO THE LORD  DARESBURY,
CHAIRMAN,  OF  DE  VERE  GROUP plc,  IN  SUPPORT  OF  THE
SHAREHOLDER  RESOLUTION TO BE PROPOSED AT THE FORTHCOMING
AGM FOR THE DEMERGER OF VILLAGE/GREENS AND RETURN OF CASH
TO SHAREHOLDERS


In  recent  times you have emphasized your commitment  to
enhancing  shareholder value, as  evidenced  by  the  two
disposals of the Group's pub operations in 1999, each  of
which  were accompanied by distributions of surplus  cash
to  shareholders.  Notwithstanding this commitment, which
we commend, the De Vere share price on 5 January (the day
our  resolutions  were lodged) closed  at  282p,  a  very
substantial  discount to the stated net  asset  value  of
502p  per share.  At that level, the shares were  trading
at  a  price  earnings  multiple of 9.6  times  consensus
forecasts  for 2001 earnings.  Whilst this low rating  is
partly  symptomatic  of the current share  market  apathy
towards  hotel companies, we believe that the significant
undervaluation  is exacerbated by the  structure  of  the
Group.

In  particular,  the  high  growth,  health  and  fitness
orientated  Village Leisure and Greens operations  suffer
from  their aggregation with the more traditional De Vere
hotel  operations.   Conversely,  the  association   with
Village  and Greens diminishes investor interest  in  the
premium  De Vere hotel operation with its several  trophy
properties.  In our opinion, shareholder value  would  be
maximised  by  the  demerger of the  Village  and  Greens
businesses.  The forthcoming Annual General Meeting is  a
natural forum for shareholders to consider the merits  of
this proposal.

Village, with its unique and innovative offering, has  an
extended growth profile from the roll out of its  market-
leading  concept.  Greens is also growing strongly  as  a
result of its aggressive opening programme.  We envisage,
prior  to  demerger, Village/Greens and De Vere  entering
into  a  co-operation agreement in order  to  retain  the
synergy   benefits   they  currently   enjoy.    Further,
consideration should be given as to whether  shareholders
would   benefit  by  Village/Greens  taking   a   leisure
management  contract in respect of  the  De  Vere  hotels
health and fitness operations.  Future productivity gains
accruing to Village/Greens from being listed in  its  own
right ought to more than offset the additional cost.

In addition to the demerger, we believe there should be a
substantial  cash  distribution.   In  order  that   weak
holders  of  the Company's shares have an opportunity  to
exit  the  register in volume, we propose  that  De  Vere
initially  make a tender offer for 15% of its capital  at
no  more than £3 per share.  Further, we propose that  De
Vere  make  a subsequent return of capital, so  that  the
total  sum returned to shareholders through the buy  back
and   the   return  of  capital  is  £100m.   Given   the
disappointing  rating  which  the  market  is   currently
placing  on  De Vere, we believe that overall shareholder
value would be substantially improved by this significant
increase  in  the debt funding of the remaining  De  Vere
hotel  operation.   With  its strong  balance  sheet  and
reliable cashflow the restructured Group will comfortably
be able to support this higher gearing.


There   are   two   reasons  for  our   specifying   that
Village/Greens be demerged on an ungeared basis.   First,
these  operations  have significant  capital  expenditure
requirements  in respect of their clearly defined  growth
pipelines.   Second, we believe that  the  two  resulting
listed companies will be valued most highly if all  Group
debt is retained within the De Vere hotel operation.   We
estimate  that,  given  forecast  EBITDA  multiples   for
comparable  listed  businesses,  Village/Greens,   as   a
separately quoted, highly focused, growth stock, would be
capitalised  at around the £190m book value  of  its  net
assets, being the equivalent of 170p for each existing De
Vere  share.  A further 90p per existing share  would  be
delivered by our proposed return of £100m in cash.

We   believe   the   much   simplified,   internationally
attractive  De  Vere hotel estate would,  based  on  2001
price  earnings multiples for comparable hotel companies,
be  capitalised at around £150m or 135p per share.   This
valuation would be underpinned by its £269m in net assets
post  restructure.   We  should stress  that  this  is  a
conventional trading value, whereas an acquisition  value
would  be substantially higher.  Indeed, it may be  that,
once  the  De  Vere  structure has been  streamlined,  an
element  of  takeover premium will  be  ascribed  by  the
market to the stock.

In  total,  the  various components of our programme  for
shareholder value enhancement would have a combined value
of  395p per share, a 40% premium over the price prior to
the lodgement of our requisition.  To the extent that the
Company was successful in its tender offer, the value  of
the remaining shares would be increased.

As a final element in addressing the undervaluation of De
Vere's  shares,  we  propose that the  Company  be  given
authorisation  to  buy  back on market  up  to  15%  (the
maximum  allowable)  of its share capital  following  the
various reconstructions.  We would expect the Company  to
use  buybacks  as  a yardstick before committing  to  any
further acquisitions of hotels.

In  summary, whilst we recognize the efforts of the Board
in restructuring the Group over the past two years, their
initiatives have not gone far enough to release its  full
value.   We  are  convinced that our  proposals  for  the
reorganisation  of  the  Group,  and  in  particular  the
demerger  of  Village/Greens and the  capital  repayment,
represent  the  best  route  forward  for  De  Vere.   We
strongly  commend them to the Board and shareholders  for
consideration.