Offer for Group Trust plc-Pt2

Dunedin Enterprise Inv Trust PLC
9 April 2001

PART 2



                                  APPENDIX I


CONDITIONS OF THE OFFER


Conditions and certain further terms of the Offer


The Offer, which will be made by Cazenove, on behalf of Dunedin Enterprise,
will comply with the applicable rules and regulations of the Code and the UK
Listing Authority and will be subject to the terms of the Offer Document and
related Forms of Acceptance.


        1.     The Offer will be subject to the following conditions:


        (a)     valid acceptances being received (and not, where permitted,
        withdrawn) by 3.00pm on the first closing date of the Offer (or such
        later time(s) and/or date(s) as Dunedin Enterprise may, subject to the
        rules of the Code, decide) in respect of not less than 90 per cent. in
        nominal value (or such lesser percentage as Dunedin Enterprise may
        decide) of the Group Shares to which the Offer relates, provided that
        this condition will not be satisfied unless Dunedin Enterprise shall
        have acquired or agreed to acquire, whether pursuant to the Offer or
        otherwise, Group Shares carrying, in aggregate, more than 50 per cent.
        of the voting rights then exercisable at a general meeting of Group,
        including for this purpose, to the extent (if any) required by the
        Panel, any such voting rights attaching to any Group Shares that may
        be unconditionally allotted or issued before the Offer becomes or is
        declared unconditional as to acceptances, whether pursuant to the
        exercise of any outstanding subscription rights or otherwise, and for
        this purpose:


                (i)     the expression 'Group Shares to which the Offer
                relates' shall be construed in accordance with sections 428 to
                430F (inclusive) of the Act; and


                (ii)     Group Shares which have been unconditionally allotted
                but not issued shall be deemed to carry the voting rights
                which they will carry upon issue;


        (b)     the passing at an extraordinary general meeting of Dunedin
        Enterprise (or at any adjournment thereof) of such resolution(s) as
        may be necessary or desirable to approve, effect and implement the
        Offer and the proposed acquisition of any Group Shares pursuant to the
        Offer or otherwise and any arrangements relating thereto;


        (c)     the passing at an extraordinary general meeting of Group (or
        at any adjournment thereof) of such resolution(s) as may be necessary
        or desirable to approve, effect and implement the Offer and any
        arrangements relating thereto;


        (d)     the UK Listing Authority agreeing to admit the New Dunedin
        Enterprise Shares to the Official List and the London Stock Exchange
        agreeing to admit the New Dunedin Enterprise Shares to trading, such
        admission becoming effective or (subject to the consent of the Panel)
        the UK Listing Authority and London Stock Exchange agreeing to admit
        such shares subject only to (i) the allotment of such shares and/or
        (ii) the Offer becoming or being declared unconditional in all
        respects;


        (e)     no event occurring or having occurred prior to the date on
        which the Offer becomes or is declared unconditional in all respects
        which causes, would cause or is likely to cause either Dunedin
        Enterprise or Group to cease to be, or cease to be capable of being,
        eligible for approval as an investment trust within the meaning of
        section 842 of the Income and Corporation Taxes Act 1988 in respect of
        any accounting period and/or as an investment company within the
        meaning of section 266 of the Companies Act 1985 in respect of any
        accounting reference period;


        (f)     no government or governmental, quasi-governmental,
        supranational, statutory, regulatory or investigative body or any
        court, trade agency, professional association or other person or body
        in any jurisdiction (including, without limitation, the Inland
        Revenue) (each a 'Relevant Authority') having decided to take,
        instituted, implemented or threatened any action, proceedings, suit,
        investigation, enquiry or reference, or made, proposed or enacted any
        statute, regulation or order, or taken any other steps which would:


                (i)     make the Offer, its implementation and/or the
                acquisition by Dunedin Enterprise of any Group Shares void,
                illegal or unenforceable or otherwise, directly or indirectly,
                restrain, prohibit, restrict or otherwise interfere with or
                impose additional conditions or obligations with respect to,
                or otherwise challenge, the implementation of the Offer;


                (ii)     result in a delay in the ability of Dunedin
                Enterprise, or render Dunedin Enterprise unable, to acquire
                some or all of the Group Shares and/or Group' assets, to an
                extent which is material in the context of the Offer;


                (iii)     to an extent which is material, require, prevent or
                delay the divestiture or alter the terms envisaged for any
                proposed divestiture, by Dunedin Enterprise or its subsidiary
                undertaking or Group of all or any part of their respective
                businesses, assets or property or impose any material
                limitation on the ability of any of them to conduct their
                respective businesses and/or own their respective assets or
                property or any part thereof;


                (iv)     impose any material limitation on the ability of
                Dunedin Enterprise to acquire or to hold or to exercise
                effectively, directly or indirectly, any rights of ownership
                in respect of the Group Shares and/or Group's assets; or


                (v)     otherwise materially and adversely affect the business
                or profits of Dunedin Enterprise and/or Group,


        and all applicable waiting periods and any other time periods within
        which any Relevant Authority could decide to take, institute,
        implement or threaten any such action, proceedings, suit,
        investigation, enquiry or reference under the laws of any jurisdiction
        having expired, lapsed or been terminated;


        (g)     all necessary filings having been made and all statutory or
        regulatory obligations having been complied with in respect of the
        Offer and the acquisition of any Group Shares by Dunedin Enterprise,
        and all authorisations, orders, recognitions, grants, consents,
        licences, confirmations, clearances, permissions and approvals
        ('Authorisations') necessary or appropriate for, or in respect of the
        Offer and the proposed acquisition of any Group Shares by Dunedin
        Enterprise upon the terms and conditions of the Offer or (so far as
        material in the context of Group) in relation to the affairs of Group
        or (so far as material in the context of Dunedin Enterprise) in
        relation to the affairs of Dunedin Enterprise (including, for the
        avoidance of doubt, any consent, waiver or ruling of the Panel in
        connection with the Offer) having been obtained, in terms and in a
        form reasonably satisfactory to Dunedin Enterprise and Group, from all
        appropriate Relevant Authorities and all such Authorisations remaining
        in full force and effect and there being no notice or indication of
        any intention to revoke or not to renew any of the same and all
        necessary statutory or regulatory obligations in any jurisdiction
        having been complied with;


        (h)     save as disclosed in writing by Group to Dunedin Enterprise
        prior to the date of announcement of the Offer, there being no
        provision of any arrangement, agreement or other instrument to which
        Group is a party or by which, or to which, Group or any of its assets
        may be bound or be subject and which, in consequence of the proposed
        acquisition by Dunedin Enterprise of some or all of the Group Shares
        or because of a change of management of Group or otherwise could
        result to an extent which is material in the context of Group in:


                (i)     any monies borrowed by or any other indebtedness,
                actual or contingent, of Group being, or becoming capable of
                being, declared repayable immediately or prior to their stated
                maturity or the ability of Group to borrow moneys or incur any
                indebtedness being withdrawn or inhibited;


                (ii)     the creation or enforcement of any mortgage, charge
                or other security interest over the whole or any part of the
                business, property or assets of Group;


                (iii)     any such arrangement, agreement or instrument or the
                rights, liabilities or obligations under any of the same being
                terminated, modified or affected or any action being taken or
                arising thereunder or any liability arising thereunder;


                (iv)     any assets or interests of Group being, or falling to
                be, disposed of or charged or any right arising under which
                any such asset or interest could be required to be disposed of
                or charged; or


                (v)     the financial or trading position or prospects of
                Group being prejudiced or adversely affected,


        and there being no provision of any such arrangement, agreement or
        other instrument which prevents or restrains the transfer of any
        assets or interests of Group;


        (i)     save as disclosed in writing by Dunedin Enterprise to Group
        prior to the date of announcement of the Offer, there being no
        provision of any arrangement, agreement or other instrument to which
        Dunedin Enterprise is a party or by which, or to which, Dunedin
        Enterprise or any of its assets may be bound or be subject and which,
        in consequence of the proposed acquisition by Dunedin Enterprise of
        some or all of the Group Shares or because of a change of management
        of Dunedin Enterprise or otherwise could result to an extent which is
        material in the context of Dunedin Enterprise in:


                (i)     any monies borrowed by or any other indebtedness,
                actual or contingent, of Dunedin Enterprise being, or becoming
                capable of being, declared repayable immediately or prior to
                their stated maturity or the ability of Dunedin Enterprise to
                borrow moneys or incur any indebtedness being withdrawn or
                inhibited;


                (ii)     the creation or enforcement of any mortgage, charge
                or other security interest over the whole or any part of the
                business, property or assets of Dunedin Enterprise;


                (iii)     any such arrangement, agreement or instrument or the
                rights, liabilities or obligations under any of the same being
                terminated, modified or affected or any action being taken or
                arising thereunder or any liability arising thereunder;


                (iv)     any assets or interests of Dunedin Enterprise being,
                or falling to be, disposed of or charged or any right arising
                under which any asset or interest could be required to be
                disposed of or charged; or


                (v)     the financial or trading position or prospects of
                Dunedin Enterprise being prejudiced or adversely affected,


        and there being no provision of any such arrangement, agreement or
        other instrument which prevents or restrains the transfer of any
        assets or interests of Dunedin Enterprise;


        (j)     except as publicly announced by Group or Dunedin Enterprise or
        disclosed in writing between Group and Dunedin Enterprise prior to the
        date of announcement of the Offer, Group not having, since 31
        December, 2000 and Dunedin Enterprise not having since 30 April, 2000:


                (i)     issued or agreed to issue or authorised or proposed
                the issue of additional shares of any class, or securities
                convertible into, or rights, warrants or options to subscribe
                for or acquire, any such shares or convertible securities or
                redeemed, purchased or repaid or announced any proposal to
                redeem, purchase or repay any of its own shares or other
                securities or reduced or made any other change to any part of
                its share capital (other than, in any such case, for existing
                warrant rights);


                (ii)     without the prior agreement of Dunedin Enterprise or
                Group (as the case may be), recommended, declared, paid or
                made or proposed to recommend, declare, pay or make any bonus,
                dividend or other distribution in respect of its share
                capital;


                (iii)     issued or proposed the issue of any debentures or
                incurred or increased any indebtedness or contingent liability
                which is material in the context of Group or Dunedin
                Enterprise (as the case may be);


                (iv)     in so far as material in the context of Group or
                Dunedin Enterprise (as the case may be), entered into or
                varied or proposed or announced its intention to enter into or
                vary any contract, transaction or commitment (other than in
                the ordinary course of business) which is of a long-term,
                unusual or onerous nature or which is otherwise adverse in the
                context of Group or Dunedin Enterprise (as the case may be)
                and/or which might be restrictive to the business of Group or
                Dunedin Enterprise (as the case may be);


                (v)     authorised or proposed or announced its intention to
                propose any material merger (other than the Offer),
                acquisition or disposal of assets, demerger, reconstruction,
                amalgamation or change in its capitalisation (other than
                pursuant to the exercise of existing warrant rights);


                (vi)     disposed of, transferred, mortgaged or encumbered any
                material asset or any right, title or interest in any material
                asset;


                (vii)     entered into or varied the terms of any management
                contract in any material way; or


                (viii)     entered into any agreement or arrangement or passed
                any resolution with respect to any of the matters or events
                referred to in this paragraph;


        (k)     since 31 December, 2000, in so far as material in the context
        of Group and except as publicly announced by Group or disclosed in
        writing by Group to Dunedin Enterprise prior to the date of
        announcement of the Offer:


                (i)     there having been no adverse change in the business,
                assets, financial or trading position or profits of Group;


                (ii)     no litigation, arbitration proceedings, prosecution
                or other legal proceedings having been instituted, announced
                or threatened by or against or remaining outstanding against
                Group which might have an adverse effect on Group or its
                assets; or


                (iii)     no contingent or other liability having arisen which
                might adversely affect Group or its assets;


        (l)     since 30 April, 2000, in so far as material in the context of
        Dunedin Enterprise, and except as publicly announced by Dunedin
        Enterprise or disclosed in writing by Dunedin Enterprise to Group
        prior to the date of announcement of the Offer:


                (i)     there having been no adverse change in the business,
                assets, financial or trading position or profits of Dunedin
                Enterprise;


                (ii)     no litigation, arbitration proceedings, prosecution
                or other legal proceedings having been instituted, announced
                or threatened by or against or remaining outstanding against
                Dunedin Enterprise which might have an adverse effect on
                Dunedin Enterprise or its assets; or


                (iii)     no contingent or other liability having arisen which
                might adversely affect Dunedin Enterprise or its assets;


(m)     Dunedin Enterprise not having discovered:


                (i)     that any financial or business information disclosed
                at any time by Group is misleading, contains a material
                misrepresentation of fact or omits to state a fact necessary
                to make the information contained therein not misleading; or


                (ii)     any information which affects the import of any
                information disclosed at any time by or on behalf of Group; or


                (iii)     that any entity in which Group has a significant
                economic interest and which is not a subsidiary undertaking of
                Group is subject to any liability, contingent, or otherwise,
                which was not disclosed in the annual report and accounts of
                Group for the financial year ended 31 December, 2000,


        and in any such case which is material and adverse in the context of
        Group; and


(n)     Group not having discovered:


                (i)     that any financial or business information disclosed
                at any time by Dunedin Enterprise is misleading, contains a
                material misrepresentation of fact or omits to state a fact
                necessary to make the information contained therein not
                misleading;


                (ii)     any information which affects the import of any
                information disclosed at any time by or on behalf of Dunedin
                Enterprise; or


                (iii)     that any entity in which Dunedin Enterprise has a
                significant economic interest and which is not a subsidiary
                undertaking of Dunedin Enterprise is subject to any liability,
                contingent or otherwise, which was not disclosed in the annual
                report and accounts of Dunedin Enterprise for the financial
                year ended 30 April, 2000,


        and in any such case which is material and adverse in the context of
        Dunedin Enterprise.


Dunedin Enterprise reserves the right to waive, in whole or in part, all or
any of the conditions set out in paragraphs (e) to (n) (inclusive) above
provided that Dunedin Enterprise will waive conditions (e) to (g) only with
the consent of Group, will waive conditions (i), (l) and (n) only if so
required by Group and will waive condition (j) (insofar as it relates to
Dunedin Enterprise) only with the consent of Group or if so required by Group
and for these purposes the consent of Group shall be deemed to have been given
on the date on which the Offer would otherwise become or be declared
unconditional in all respects unless Group shall on or before such date have
notified Dunedin Enterprise in writing that such consent is withheld in
relation to one or more of the said conditions for which the consent of Group
is required (but without prejudice to the right of Group to give such consent
subsequently).


Dunedin Enterprise shall be under no obligation to waive or treat as fulfilled
any of conditions (e) to (n) inclusive by a date earlier than the latest date
specified for the satisfaction thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any
such conditions may not be capable of fulfillment.


The Offer will lapse unless the conditions set out above (other than condition
(a)) are fulfilled or (if capable of waiver) waived or, where appropriate,
have been determined by Dunedin Enterprise in its opinion (subject to the
consent or any requirement of Group in accordance with the proviso above) to
be or to remain satisfied no later than midnight on the 21st day after the
later of the first closing date of the Offer and the date on which the Offer
becomes or is declared unconditional as to acceptances, or, in each case, such
later date as the Panel may agree.


The Offer will not be made, directly or indirectly, in or into, or by use of
the mails of the United States, Canada, Australia or Japan or by any means or
instrumentality (including, without limitation, facsimile transmission, telex
and telephone) of interstate or foreign commerce of, or of any facility of a
national securities exchange, of the United States, Canada, Australia or
Japan. Accordingly, copies of this announcement are not being, and must not
be, and copies of the Offer Document and Form of Acceptance will not be, and
must not be, mailed or otherwise distributed or sent in, into or from the
United States, Canada, Australia or Japan.


If Dunedin Enterprise is required by the Panel to make an offer for any Group
Shares under the provisions of Rule 9 of the Code, Dunedin Enterprise may make
such alterations to the conditions of the Offer as are necessary to comply
with the provisions of that Rule.


The Offer will lapse (unless otherwise agreed with the Panel) if the proposed
acquisition of Group by Dunedin Enterprise is referred to the Competition
Commission before 3.00 p.m. on whichever is the later of the first closing
date of the Offer and the date when the Offer is declared or becomes
unconditional as to acceptances. In such circumstances, the Offer will cease
to be capable of further acceptance and Dunedin Enterprise shall thereupon
cease to be bound by acceptances delivered on or before the date on which the
Offer so lapses.


References to the 'first closing date' shall be taken to refer to the date 21
days after the posting of the Offer Document.








                                 APPENDIX II


DEFINITIONS


The following definitions apply throughout this document unless the context
requires otherwise:

'Act'                       the Companies Act 1985 (as amended)

'Additional Cash            the right for Group Shareholders who accept the
Election'                   Offer to elect to receive cash consideration in
                            addition to that receivable under the Partial Cash
                            Alternative and, where the context admits, any
                            subsequent revision, variation, extension or
                            renewal thereof

'Australia'                 the Commonwealth of Australia, its territories and
                            possessions

'Canada'                    Canada, its provinces and territories and all areas
                            subject to its jurisdiction and any political
                            subdivision thereof

'Cazenove'                  Cazenove & Co. of 12 Tokenhouse Yard, London EC2R
                            7AN

'Code'                      the City Code on Takeovers and Mergers

'Daily Official List'       the Daily Official List of the London Stock
                            Exchange

'DCP'                       Dunedin Capital Partners Limited, the investment
                            manager of Dunedin Enterprise

'Dunedin Enterprise         the extraordinary general meeting of Dunedin
EGM' or 'Dunedin            Enterprise at which resolution(s) will be proposed
Enterprise                  to approve, effect and implement the Offer and/or
Extraordinary General       any arrangements relating thereto
Meeting'

'Dunedin Enterprise         holders of Dunedin Enterprise Shares
Shareholders'
'Dunedin Enterprise         the existing issued and fully paid ordinary shares
Shares'                     of 25p each in the capital of Dunedin Enterprise

'Dunedin Enterprise'        Dunedin Enterprise Investment Trust PLC

'Enlarged Company'          Dunedin Enterprise as enlarged following completion
                            of the Offer

'Form(s) of                 the form(s) of acceptance for use in connection
Acceptance'                 with the Offer

'Group EGM' or 'Group       the extraordinary general meeting of Group at which
Extraordinary General       resolution(s) will be proposed to approve, effect
Meeting'                    and implement the Offer and/or any arrangements
                            relating thereto

'Group Shareholders'        holders of Group Shares

'Group Shares'              the existing unconditionally allotted or issued and
                            fully paid ordinary shares of 10p each in the
                            capital of Group and any further such shares which
                            are unconditionally allotted or issued after the
                            date hereof and before the date on which the Offer
                            closes (or such earlier date(s) as Dunedin
                            Enterprise may, subject to the Code, decide)

'Group Warrant              the instrument relating to and setting out the
Instrument'                 terms of the Group Warrants

'Group                      holders of Group Warrants
Warrantholders'
'Group Warrants'            the existing outstanding warrants of Group, each of
                            which confers the right to subscribe for one
                            ordinary share of 10p in Group at a price of 56p
                            (subject to adjustment in accordance with the Group
                            Warrant Instrument)

'Group'                     Group Trust plc

'Hawkpoint Partners'        Hawkpoint Partners Limited

'Independent                Lord Sheppard of Didgemere
Director'
'Japan'                     Japan, its cities and prefectures, territories and
                            possessions

'Legal & General'           Legal & General Assurance Society Limited and its
                            subsidiaries

'LGV'                       Legal & General Ventures Limited, the investment
                            manager of Group

'Listing Particulars        the listing particulars relating to Dunedin
                            Enterprise to be issued in connection with the New
                            Dunedin Enterprise Shares

'London Stock               London Stock Exchange plc
Exchange'
'New Dunedin                new ordinary shares of 25p each in the capital of
Enterprise Shares'          Dunedin Enterprise to be allotted and issued
                            pursuant to the Offer

'Offer Document'            the offer document relating to the Offer addressed
                            to Group Shareholders

'Offer' or                  the offer to be made by Cazenove on behalf of
'Recommended Offer'         Dunedin Enterprise to acquire the whole of the
                            issued and to be issued share capital of Group on
                            terms and subject to the conditions to be set out
                            in the Offer Document, including, where the context
                            admits, any subsequent revision, variation,
                            extension or renewal thereof

'Official List'             the Official List of the UK Listing Authority

'Panel'                     the Panel on Takeovers and Mergers

'Partial Cash               the right of Group Shareholders who accept the
Alternative'                Offer to elect to receive part of their
                            consideration in cash and, where the context
                            admits, any subsequent revision, variation,
                            extension or renewal thereof

'UK Listing                 the Financial Services Authority in its capacity as
Authority'                  the United Kingdom listing authority

'United States' or          the United States of America (including the States
'US'                        of the United States of America and the District of
                            Columbia) its territories, its possessions and all
                            other areas subject to its jurisdiction