Offer for Group Trust plc

Dunedin Enterprise Inv Trust PLC
9 April 2001


PART 1

                            PRESS RELEASE SUMMARY


  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                          CANADA, AUSTRALIA OR JAPAN




                                                                  9 APRIL 2001

                            FOR IMMEDIATE RELEASE


________________________________________________________________________________


                RECOMMENDED OFFER BY CAZENOVE & CO. ON BEHALF

        OF DUNEDIN ENTERPRISE INVESTMENT TRUST PLC FOR GROUP TRUST PLC




The boards of Dunedin Enterprise and Group announce the terms of a proposed
merger of Dunedin Enterprise and Group, to be effected by a recommended offer
to be made by Cazenove, on behalf of Dunedin Enterprise, for the entire issued
and to be issued share capital of Group.


        *      The Offer is 182 New Dunedin Enterprise Shares for every 1000
        Group Shares, which values each Group Share at 56.5 pence and
        represents an increase in value of 7.1 per cent. compared to the
        closing middle market quotation of 52.75 pence of a Group Share on 6
        April, 2001.


        *      Group Shareholders may elect to receive consideration in cash
        in respect of up to 22.7 per cent. of their Group Shares on the basis
        of 58 pence in cash for each Group Share which represents an increase
        in value of 10.0 per cent. in respect of each such Group Share
        compared to the closing middle market quotation of 52.75 pence of a
        Group Share on 6 April, 2001.


        *      Group Shareholders on the register on 30 March, 2001 will still
        receive the final dividend of 1.62 pence per Group Share.


        *      In addition, Group Shareholders on the register on 9 April,
        2001 will receive, subject to the Offer becoming or being declared
        wholly unconditional, a special interim dividend of 0.9 pence per
        Group Share.


        Edward Dawnay, Chairman of Dunedin Enterprise said:


'This represents an excellent opportunity for Dunedin Enterprise to increase
its size significantly and thereby further diversify its portfolio. The merger
will provide benefits for both sets of shareholders and I warmly welcome Group
Shareholders as shareholders of Dunedin Enterprise.'


        Lord Sheppard of Didgemere, Chairman of Group said:


'The offer by Dunedin Enterprise represents a good opportunity for Group
Shareholders to exchange their shares on fair terms for new shares in an
investment trust which has achieved good growth in assets in recent years.
Like Group, Dunedin Enterprise also concentrates on investment in management
buy-out and buy-in situations, although Dunedin Enterprise has a particular
niche in medium sized companies, in which market it believes there is less
competition than for larger transactions. The proposals also involve a partial
cash alternative which allows shareholders, if they so wish, to realise part
of their investment in cash at a premium to the current Group share price.'


        This summary should be read in conjunction with the full text of the
        following announcement.


        Enquiries:


Edward Dawnay                                                     07866 692 024

Chairman, Dunedin Enterprise Investment Trust PLC

Andrew Fairhurst                                                  0207 528 6456

Company Secretary, Group Trust plc

Angus Gordon Lennox/Richard Locke                                 0207 588 2828

Cazenove & Co.

Lawrence Guthrie                                                  0207 665 4500

Hawkpoint Partners Limited

Simon Miller                                                      0131 225 6699

Dunedin Capital Partners Limited, Managers of Dunedin Enterprise


Cazenove, which is regulated by The Securities and Futures Authority Limited,
is acting exclusively for Dunedin Enterprise Investment Trust PLC in relation
to the Offer and will not be responsible to any other person for providing
protections afforded to customers of Cazenove or for advising any other person
in relation to the Offer. Cazenove has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.


Hawkpoint Partners, which is regulated by The Securities and Futures Authority
Limited, is acting exclusively for Group Trust plc and no one else in relation
to the Offer and will not be responsible to any other person for providing
protections afforded to customers of Hawkpoint Partners or for advising any
other person in relation to the Offer.






  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                          CANADA, AUSTRALIA OR JAPAN




RECOMMENDED OFFER BY CAZENOVE & CO. ON BEHALF OF DUNEDIN ENTERPRISE INVESTMENT
                        TRUST PLC FOR GROUP TRUST PLC




INTRODUCTION AND BACKGROUND


The boards of Dunedin Enterprise and Group announce the terms of a proposed
merger of Dunedin Enterprise and Group, to be effected by a recommended offer
to be made by Cazenove, on behalf of Dunedin Enterprise, for the entire issued
and to be issued share capital of Group.


The boards of Dunedin Enterprise and Group consider that shareholders in the
Enlarged Company will be able, as a result of the merger, to gain exposure to
attractive investment opportunities in the middle sized buy-out sector in
particular, through a larger, more liquid, investment vehicle.


Lord Sheppard, Chairman of Group and the sole independent director of Group,
who has been so advised by Hawkpoint Partners, considers the terms of the
Offer to be fair and reasonable. In providing advice to the Independent
Director, Hawkpoint Partners has taken into account the Independent Director's
commercial assessments. Accordingly, the Independent Director recommends Group
Shareholders to accept the Offer, as he has undertaken to do in respect of his
own beneficial holding of 425,000 Group Shares, which represents approximately
0.77 per cent. of the Group Shares in issue.


The other directors of Group are David Gamble and David Rough, who are
respectively Chief Executive of British Airways Pension Investment Management
Limited and Group Director (Investments) of Legal & General Group Plc. As Mr
Gamble and Mr Rough are senior executives within groups which are also major
shareholders in both Group and Dunedin Enterprise, they are not participating
in the recommendation of the Offer.


Legal & General, Lord Sheppard and David Rough have signed irrevocable
undertakings to accept the Offer in respect of 29,062,917 Group Shares they
own, representing 52.44 per cent. of the Group Shares in issue, as further
detailed below. David Gamble does not own any Group Shares.


THE OFFER


Basis of the Offer


On behalf of Dunedin Enterprise, Cazenove will offer to acquire all the issued
and to be issued Group Shares, subject to the conditions and further terms set
out in Appendix I to this document, and on the following basis:

For every 1000 Group Shares held              182 New Dunedin Enterprise Shares

by a Group Shareholder:



Group Shareholders will retain their entitlement to the final dividend of 1.62
pence per Group Share in respect of the year ended 31 December, 2000 to be
paid on 27 April, 2001. In addition, Group Shareholders on the register on 9
April, 2001 will, subject to the Offer becoming or being declared wholly
unconditional, be entitled to receive a special interim dividend of 0.9 pence
per Group Share, such dividend to be paid by Group at the same time as the
cash consideration is satisfied by Dunedin Enterprise under the Partial Cash
Alternative.


Other terms


The Group Shares to be acquired pursuant to the Offer will be acquired free
from all liens, charges, equitable interests and encumbrances and together
with all rights now or subsequently attached to such shares, including the
right to receive all dividends and other distributions declared, paid or made
in respect of them after the date of this announcement save for the final
dividend and special interim dividend referred to above.


The New Dunedin Enterprise Shares will be issued as fully paid and will rank
pari passu in all respects with the existing Dunedin Enterprise Shares save
that they will not rank for the Dunedin Enterprise final dividend for the
financial year ending 30 April, 2001.


Fractions of New Dunedin Enterprise Shares will not be issued and entitlements
will be rounded down to the nearest whole New Dunedin Enterprise Share.


Partial Cash Alternative


As an alternative to receiving the whole of their consideration in New Dunedin
Enterprise Shares, Group Shareholders who accept the Offer may elect, in
respect of up to 22.7 per cent. of their Group Shares, to receive some of
their consideration in cash on the following basis:

For each Group Share held by a Group Shareholder:              58 pence in cash




Full acceptance of the Partial Cash Alternative would involve a maximum cash
payment of approximately £7.5 million. Cazenove is satisfied that Dunedin
Enterprise has the necessary financial resources for it to implement the
Partial Cash Alternative in full. Any cash consideration which may be payable
under the Partial Cash Alternative will be funded from existing resources.


Additional Cash Election


Group Shareholders who accept the Offer and elect for the Partial Cash
Alternative can elect to receive their consideration in cash in respect of
more than 22.7 per cent. of their Group shareholding (but only to the extent
that such cash is available, as explained below) by making an Additional Cash
Election. This will be available only to the extent that other Group
Shareholders who accept the Offer by the relevant date do not elect to receive
their maximum entitlement under the Partial Cash Alternative. The cash
consideration which those other Group Shareholders could have elected to
receive will be available on a pro rata basis to those Group Shareholders who
make the Additional Cash Election.


To the extent that elections are made under the Additional Cash Election such
that the aggregate amount of cash payable under the Partial Cash Election and
the Additional Cash Election exceeds £7.5 million, those Additional Cash
Elections will be scaled back pro rata to the level of such Additional Cash
Elections. The residual element of the consideration due will be satisfied in
the form of New Dunedin Enterprise Shares at the rate applicable under the
Offer.


Irrevocable commitments


Legal & General which holds 51.26 per cent. of the current issued share
capital of Group has irrevocably undertaken to accept the Offer in respect of
the Group Shares it holds. This irrevocable undertaking ceases to be binding
in the instance that an offer is received for Group valuing each Group Share
at more than 61 pence. Legal & General has confirmed that it will take up its
full entitlement to the Partial Cash Alternative.


Legal & General has confirmed also that it intends to make an Additional Cash
Election in respect of an additional 22.8 per cent. of its existing
shareholding but this will be subject to the scaling back provisions described
above.


Lord Sheppard and David Rough have irrevocably undertaken to accept the Offer
in respect of those Group Shares in which they are interested amounting to
425,000 and 229,307 respectively representing in aggregate 1.18 per cent. of
the current issued share capital of Group.


GROUP WARRANTS


In accordance with the terms of the Group Warrant Instrument, on the Offer
becoming wholly unconditional, Group Warrantholders will be offered an
opportunity to exercise the subscription rights under their Group Warrants at
an adjusted subscription price and accept the Offer in respect of the
resulting Group Shares. Dunedin Enterprise has agreed to keep the Offer, a
partial cash alternative and an additional cash election open long enough to
enable the Group Warrantholders to exercise their rights in this way subject
to the appointment of a trustee as outlined below.


If less than 25 per cent. of the Group Warrants remain outstanding at any time
(which is currently the case), Group is entitled under the Group Warrant
Instrument to serve notice on Group Warrantholders and to appoint a trustee on
behalf of such holders to exercise the subscription rights and sell the
resulting Group Shares in the market for cash on behalf of the relevant Group
Warrantholders. It is intended that such a trustee will be appointed in
respect of any Group Warrantholders who do not exercise the subscription
rights under their Group Warrants within a specified period to be set out in
the Offer Document.


Further details of the rights of Group Warrantholders will be set out in the
Offer Document.


BACKGROUND INFORMATION ON DUNEDIN ENTERPRISE AND DCP


Dunedin Enterprise, which is managed by DCP, specialises in the provision of
equity and loan finance for management buy-outs, management buy-ins and
growing businesses. Dunedin Enterprise's primary investment objective is to
achieve substantial long-term growth in its assets through capital gains from
its investments.


DCP is an independent fund management company, specialising in private equity
investment, which was formed as a result of the management buy-out of Dunedin
Ventures Limited from Edinburgh Fund Managers plc in 1996. The company was
subsequently renamed Dunedin Capital Partners Limited. DCP's ultimate holding
company is Dunedin Capital Group Limited, in which the management team of DCP
holds, in aggregate, 68.2 per cent. of the shares. The balance of 31.8 per
cent. of the shares is held by LGV, the investment manager of Group. Dunedin
Enterprise is the most significant client for DCP, which also manages a
buy-out fund.


BENEFITS OF THE OFFER


Strong growth in assets


In the five years to 31 October, 2000, Dunedin Enterprise has achieved a net
asset value total return of 128.79 per cent. which compares to a total return
on the FT Small Cap Index, Dunedin Enterprise's benchmark, of 95.30 per cent.
and the FTSE All Share Index of 106.47 per cent.


Growth in dividends


In the five years to 30 April, 2000, dividends on Dunedin Enterprise Shares
have increased from 7.2 pence per Dunedin Enterprise Share to 11.6 pence per
Dunedin Enterprise Share, an increase of 61 per cent.


In the half year to 31 October, 2000, the interim dividend on Dunedin
Enterprise Shares was increased to 2.85 pence per Dunedin Enterprise Share
from 2.6 pence per Dunedin Enterprise Share for the half year to 31 October,
1999, an increase of 9.6 per cent. Dunedin Enterprise has substantial revenue
reserves to maintain a progressive dividend policy.




Greater spread of investments


The increased scale of the Enlarged Company which, in net asset value terms,
will be approximately three times the current size of Group, will mean that it
will benefit from a greater diversification of the investments held.


The Enlarged Company will have 80 investments. The largest 10 investments will
comprise 43.2 per cent. of the investment portfolio of the Enlarged Company as
at 31 March, 2001.


Improved marketability


The board of Dunedin Enterprise believes that Group and Dunedin Enterprise
Shareholders should also benefit from an improvement in the marketability of
their shares as a result of becoming shareholders in a larger investment trust
with a broader shareholder base. Following the Offer (assuming full
acceptance) Dunedin Enterprise will have more than 5,500 shareholders compared
to Group which has only just over 400 shareholders. Dunedin Enterprise has
marketed itself successfully to private shareholders who hold shares
predominantly through the Edinburgh Fund Managers plc InvestIt, ISA, PEP and
Pension products and more recently through the Alliance Trust products.


The board of Dunedin Enterprise believes that increasing the size of Dunedin
Enterprise and the number of shareholders may enhance the marketability and
liquidity of the Enlarged Company's shares and thereby increase the likelihood
of early return to the FTSE All Share Index.


Market value uplift


The table under the heading 'Financial Effects of Acceptance of the Offer'
below illustrates the increase in market value for Group Shareholders of the
Offer had the Offer become wholly unconditional on 6 April, 2001 (the latest
practicable date prior to this announcement).


Based on the illustrative value of New Dunedin Enterprise Shares to be
received by a Group Shareholder accepting the Offer, the Offer represents an
increase in value of 7.1 per cent. compared to the closing middle market
quotation of 52.75 pence of a Group Share as derived from the Daily Official
List for 6 April, 2001 (the latest practicable date prior to this
announcement).


The Partial Cash Alternative represents an increase in value of 10.0 per cent.
compared to the closing middle market quotation of 52.75 pence of a Group
Share as derived from the Daily Official List for 6 April, 2001 (the latest
practicable date prior to this announcement) in respect of each Group Share
for which a shareholder elects to take up his full Partial Cash Alternative
entitlement.


In addition, Group Shareholders on the register on 9 April, 2001 will receive,
subject to the Offer becoming or being declared wholly unconditional, a
special interim dividend of 0.9 pence per Group Share.


Discount to net asset value performance


Dunedin Enterprise Shares have traded typically at a narrower discount to the
underlying net assets of Dunedin Enterprise as compared with the discount for
Group Shares to the underlying net assets of Group over the last one, three
and five years.


Nature of manager and investments


Dunedin Enterprise is the larger of DCP's two clients and as such is of
significant strategic and operational importance to DCP. By contrast, the
management of Group is a relatively small part of LGV's business.


The nature of the investments made is also different. In keeping with its size
within the LGV stable, Group's participation in LGV deals is often very small.
It usually owns between 2 and 4 per cent. of investee companies. By contrast,
Dunedin Enterprise invests in middle sized management buy-outs with a typical
value of between £10-25 million. Dunedin Enterprise has invested in seven such
transactions since 1 May, 2000 at a cost of £31.6 million and has a
substantial equity interest in these companies.


As the current Group investments are realised within the Enlarged Company, it
is intended that cash will be reinvested in the types of investments which
Dunedin Enterprise has been making.


Use of gearing


Following the successful completion of the Offer, Dunedin Enterprise's gearing
will be increased. In addition, the directors of Dunedin Enterprise are
actively considering a further increase in its gearing, in order to take
advantage of current borrowing conditions, to the benefit of shareholders of
the Enlarged Company.


Fixed costs


Group and Dunedin Enterprise Shareholders should benefit from certain fixed
costs of the two companies, such as audit and professional fees and general
expenses, being spread over the wider asset base in the Enlarged Company
following the merger.


FINANCIAL EFFECTS OF ACCEPTANCE OF THE OFFER


Based on the closing middle-market quotation of 310.5 pence of a Dunedin
Enterprise Share as derived from the Daily Official List for 6 April, 2001,
(the latest practicable date prior to this announcement) the Offer would have
valued each Group Share at 56.5 pence and all of the Group Shares at
approximately £31 million.


Set out below are illustrations of the effects, in market value terms, for
Group Shareholders accepting the Offer and Partial Cash Alternative (but
disregarding for these purposes the effects of the Additional Cash Election).
The calculations are based on the closing middle-market quotation for a Group
Share and a Dunedin Enterprise Share as derived from the Daily Official List
for 6 April, 2001 (the latest practicable date prior to this announcement).


    Offer


        (i)     Capital Value


                                                        Share    Partial Cash
                                                        Offer     Alternative
Number of New Dunedin Enterprise Shares to be             182        140.69
issued for every 1000 Group Shares

Value of New Dunedin Enterprise Shares              (1) £565.11     £436.8


Cash                                                       -        £131.64

Total value received                                    £565.11     £568.49

Value of 1000 Group Shares                          (2) £527.50     £527.50

Increase in market value                                 £37.61      £40.99

                                                          ====        ====
This represents a percentage increase in value             7.13%       7.77%
of:


In addition, Group Shareholders on the register on 9 April, 2001 will receive,
subject to the Offer becoming or being declared wholly unconditional, a
special interim dividend of 0.9 pence per Group Share.


(ii)     Income


                                                           Share  Partial Cash
                                                           Offer  Alternative
Number of New Dunedin Enterprise Shares to be            182         140.69
issued for every 1000 Group Shares


Net dividend income on New Dunedin Enterprise       (3)  £21.57      £16.67
Shares


Net income from cash consideration                  (4)   -           £6.44

Total net income                                         £21.57      £23.11

Net dividend income on 1000 Group Shares            (5)  £22.20      £22.20

                                                          _____       _____
(Decrease)/increase in Net income                      __£(0.63)__  __£0.91___
                                                        
This represents a percentage (decrease)/increase          (2.85)%      4.10%
in income of





In respect of the year ending 31 December, 2001, and taking into account the
special interim dividend payable subject only to the Offer becoming or being
declared wholly unconditional, Group Shareholders will receive aggregate
dividends of 2.52 pence per Group Share, compared with an aggregate of 2.22
pence per Group Share which they received in respect of the year ended 31
December, 2000.


Notes:


        (1)     The value of a New Dunedin Enterprise Share has been taken to
        be 310.5 pence, being its closing middle-market quotation (as derived
        from the Daily Official List) on 6 April, 2001 (the latest practicable
        date for valuing the Offer prior to this announcement).


        (2)     The value of a Group Share has been taken to be 52.75 pence,
        being its closing middle-market quotation (as derived from the Daily
        Official List) on 6 April, 2001 (the latest practicable date for
        valuing the Offer prior to this announcement).


        (3)     The dividend income on a New Dunedin Enterprise Share is based
        on the aggregate dividend per share of 11.85 pence (net), comprising a
        final dividend of 9.0 pence for the year ended 31 April, 2000 and an
        interim dividend of 2.85 pence for the period ended 31 October, 2000.



 4.      The net income from the cash consideration has been calculated on the
    assumption that the      cash has been reinvested to yield 4.89 per cent.
    per annum, being the average gross redemption yield for British Government
    securities with maturities of up to 5 years as published in the Financial
    Times on 6 April, 2001.


        (5)     The dividend income on a Group Share is based on the aggregate
        dividend per share of 2.22 pence (net), in respect of the period to 31
        December, 2000.


        (6)     No account has been taken of rounding down fractional
        entitlements, of any liability to taxation or of effects of the
        Additional Cash Election.




INFORMATION ON GROUP


Group is an investment trust which invests in the unquoted equity and
mezzanine loans of management buyouts and management buy-ins valued at over £
50 million in the UK and Continental Europe. Mezzanine loans rank between bank
debt and equity capital in terms of risk. The portfolio is biased towards
equity rather than mezzanine investments, with the overall target asset
allocation being two-thirds unquoted equity and one-third unquoted mezzanine.

Group's investment objective is to achieve over the long term a total return
in excess of the FTSE All-share Index with dividends reinvested. Group invests
across a range of sectors, mainly within Europe, and is not constrained by
sector or industrial asset allocations. The investment activities of Group are
managed by LGV, the private equity management business which is a wholly owned
subsidiary of Legal & General.

As at 31 December, 2000 (Group's last audited balance sheet date), Group had
net assets of £38.78 million (1999: £36.52 million). This represents a net
asset value per share of 69.2 pence (1999 restated: 65.0 pence) on a fully
diluted basis. The dividend attributable to Group Trust Shareholders for the
year ended 31 December, 2000 was 2.22 pence per share (1999: 2.02 pence). As
at 31 March, 2001, the directors of Group estimate that Group had fully
diluted net assets per share of 66.5 pence (assuming the Offer becomes
unconditional in all respects).


Following the successful completion of the Offer, the directors of Dunedin
Enterprise intend to put Group into members' voluntary liquidation and to
consolidate Group's assets with those of Dunedin Enterprise.


FINANCIAL INFORMATION ON DUNEDIN ENTERPRISE


As at 31 March, 2001, Dunedin Enterprise's unaudited net asset value per share
was 382.9 pence. The net asset value of Dunedin Enterprise has fallen from a
net asset value of £100.3 million at 31 October, 2000 to £91.5 million as at
31 March, 2001. Although there has been an increase in value of a number of
investments in this period, there has been a substantial fall in the value of
the listed holdings (£4.2 million) and provisions made in respect of three
unquoted investments (£5.5 million); Unipoly S.A., Motherwell Bridge Holdings
Limited and LDV Limited.


MANAGEMENT ARRANGEMENTS


Pursuant to a management agreement between Group and LGV, a management fee is
payable by Group to LGV amounting to 1.2 per cent. per annum of the total
assets less current liabilities of Group. The agreement is terminable by
either party on two years' notice.


The management fee payable by Dunedin Enterprise to DCP is currently 2.0 per
cent. per annum of the gross assets of Dunedin Enterprise. There is also a
sharing arrangement in place with DCP in respect of transaction fees and costs
of aborted transactions. This has been very beneficial for Dunedin Enterprise,
as it has effectively reduced the overall level of management fee payable by
Dunedin Enterprise. The management agreement between Dunedin Enterprise and
DCP is terminable by either party on two years' notice.


Following the Offer becoming unconditional, primary responsibility for
managing Group's investment portfolio will transfer to DCP. However, it is
intended that LGV will continue to carry out certain portfolio management
activities in respect of those investments in view of LGV's relationship with
the underlying portfolio companies. In view of this and the proposed Offer, it
has been agreed that, subject to the Offer becoming or being declared wholly
unconditional:


        (i)     LGV will waive its right to compensation for termination of
        the management agreement without the two years' notice to which it
        would otherwise have been entitled; and


        (ii)     DCP will pay a management fee to LGV for the next four years,
        further details of which will be set out in the Offer Document.


This arrangement, given Legal & General's position as a major shareholder in
Group, Dunedin Enterprise and DCP, requires the approval of Group Shareholders
in general meeting at which Legal & General will not vote.


BOARD


Following completion of the Offer, the existing directors of Group will
resign.


CONDITIONS OF THE OFFER


In view of its size and the fact that certain shareholders of Dunedin
Enterprise are deemed to be related parties of Dunedin Enterprise under UK
Listing Authority rules, the Offer requires the approval of Dunedin
Enterprise's shareholders in general meeting. The directors of Dunedin
Enterprise, who have been so advised by Cazenove, consider that the terms of
the Offer are fair and reasonable so far as the other Dunedin Enterprise
Shareholders are concerned. In giving this advice, Cazenove has relied upon
the Dunedin Enterprise directors' commercial assessment of the Offer.


Given its position as a substantial shareholder of both Dunedin Enterprise and
Group, Legal & General will not vote on the ordinary resolution to be proposed
to Dunedin Enterprise Shareholders to approve the Offer.


The Offer will therefore be made conditional on the approval of Dunedin
Enterprise Shareholders, approval of Group Shareholders (as explained under
the section entitled Management Arrangements above), valid acceptances being
received and not, where permitted, withdrawn under the Offer in respect of not
less than 90 per cent. (or such lower percentage as Dunedin Enterprise may
decide) of the Group Shares, admission of the New Dunedin Enterprise Shares to
the Official List by the UK Listing Authority and to trading by the London
Stock Exchange and the other conditions set out in Appendix I to this document
and to be set out in the Offer Document and the Form of Acceptance.


GENERAL


The Offer Document setting out the details of the Offer, together with the
Form of Acceptance, Listing Particulars for the New Dunedin Enterprise Shares,
as well as notices convening the Dunedin Enterprise EGM and Group EGM, will be
sent to shareholders shortly.


If Dunedin Enterprise receives sufficient acceptances under the Offer, and the
Offer becomes or is declared unconditional in all respects, Dunedin Enterprise
intends to exercise its rights under sections 428 to 430F of the Act, to
acquire compulsorily any outstanding Group Shares.


As soon as it is appropriate and practicable to do so and subject to the Offer
becoming or being declared unconditional in all respects, Dunedin Enterprise
intends to procure an application for cancellation of Group's listing of its
shares on the Official List and trading of Group's shares on the London Stock
Exchange and to propose a resolution to re-register Group as a private company
under the relevant provisions of the Act. It is expected that dealings, for
normal settlement, will commence on the London Stock Exchange in the New
Dunedin Enterprise Shares as soon as practicable after the Offer becomes or is
declared unconditional in all respects (subject to admission and listing
becoming effective).


Cazenove Securities Limited, the market making arm of Cazenove (the financial
adviser to Dunedin Enterprise), as at 6 April, 2001 owned 53,644 Group Shares
and 117,367 Group Warrants.






Appendix II contains definitions of words and expressions used in this
announcement.


RESPONSIBILITY


The directors of Dunedin Enterprise accept responsibility for the information
contained in this document other than that relating to Group, the directors of
Group and their immediate families. Subject as aforesaid, to the best of the
knowledge and belief of such directors (who have taken all reasonable care to
ensure that such is the case) the information contained in this announcement
for which they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.


The Independent Director accepts responsibility for the recommendation of the
terms of the Offer and the directors of Group accept responsibility for all
other information contained in this document relating to Group, the directors
of Group and their immediate families. To the best of the knowledge and belief
of such directors (who have taken all reasonable care to ensure that such is
the case) the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.


Cazenove, which is regulated by The Securities and Futures Authority Limited,
is acting exclusively for Dunedin Enterprise Investment Trust PLC in relation
to the Offer and will not be responsible to any other person for providing
protections afforded to customers of Cazenove or for advising any other person
in relation to the Offer.


Hawkpoint Partners, which is regulated by The Securities and Futures Authority
Limited, is acting exclusively for Group Trust plc in relation to the Offer
and will not be responsible to any other person for providing protections
afforded to customers of Hawkpoint Partners or for advising any other person
in relation to the Offer.


ENQUIRIES

Edward Dawnay                                             07866 692 024
                                                                   
Chairman, Dunedin Enterprise Investment Trust PLC

Andrew Fairhurst                                          0207 528 6456
                                                                   
Company Secretary, Group Trust plc

Angus Gordon Lennox/Richard Locke                         0207 588 2828
                                                                   
Cazenove & Co.                                                     

Lawrence Guthrie                                          0207 665 4500
                                                               
Hawkpoint Partners Limited                                         

Simon Miller

Dunedin Capital Partners Limited, Managers of Dunedin      0131 225 6699
Enterprise                                                         



The Offer will not be made directly or indirectly in or into or by use of
mails, or by any other means or instrumentality of interstate or foreign
commerce, or any facility of a national securities exchange, of the United
States, Canada, Australia or Japan. Accordingly, this announcement is not
being, and must not be, issued, mailed or otherwise distributed or sent in,
into or from the United States, Canada, Australia or Japan. This announcement
does not constitute an offer or invitation to purchase any securities.

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