Offer Update

GPG (UK) Holdings PLC
08 June 2004


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

                                                                     8 June 2004

                             GPG (UK) Holdings plc
                  Final* Partial Cash Offer of 430p per share
                       to acquire 28.5 million shares of
                               De Vere Group Plc

GPG is today posting a circular to De Vere shareholders.

In the document GPG notes that:

   • The De Vere Board's claim that maximising shareholder value is its
    number one priority is undermined by its record;


   • The Board of De Vere has refused to provide shareholders with its
    valuation of the De Vere Hotels Division;


   • The De Vere Hotels Division is chronically undervalued by the
    stockmarket and the De Vere Board's three year strategy fails to address
    this structural valuation issue;

   • Despite the De Vere Board's various assertions that the partial offer
    significantly undervalued the Company, it has failed to produce any objective
    evidence, either in respect of net assets or earnings, to substantiate that
    opinion;

   • In light of the De Vere Board's rather contemptuous refusal to provide
    De Vere shareholders with any further information, GPG has decided to
    declare final* its increased partial cash offer of 430 pence per De Vere
    Share and extend it until 1.00pm on 18 June 2004; and


•   In considering whether to accept the Final* Partial Offer of 430 pence
    per De Vere Share, De Vere shareholders should note the fact that,
    notwithstanding the Lord Daresbury repeatedly characterising the prices of the
    Partial Offers as derisory, during his entire four year tenure as Chairman of De
    Vere up to 23 March 2004, (the date on which the Original Partial Offer was
    announced) the daily weighted average price of trades in De Vere Shares has only
    on ten days exceeded 430 pence per De Vere Share.

GPG's objectives are:

   • A disposal of the De Vere Hotels Division for a targeted sale value in
    excess of £550 million, before transaction costs;


   • To take advantage of currently available, low interest rate, structured
    finance by effecting the disposal in a timely manner;


   • To return to De Vere shareholders a substantial proportion of the cash
    from any sale; and


   • To ensure that the De Vere Board adopts a proprietorial approach to the
    prompt realisation of value for all De Vere shareholders - not to gain
    absolute control of De Vere.

Blake Nixon, Chairman of GPG, commented:

'GPG's proposal is the RIGHT structure, which accommodates all De Vere
shareholders, at the RIGHT price, representing a fair price for 25 per cent. of
the Company's shares, at the RIGHT time, to take advantage of the current low
interest rate environment.

Our proposal to maximise value in a timely manner remains the ONLY clear and
dynamic option on the table to tackle the stockmarket's chronic undervaluation
of the De Vere Hotels Division. Given the absence of any commitment from the
Board to address the structural valuation issue we would also urge De Vere
shareholders to ask themselves where the share price would be in the event that
our Final* Partial Offer lapses.'

Enquiries:

GPG (UK) Holdings plc 020 7484 3370
Blake Nixon, Chairman

Weber Shandwick Square Mile 020 7067 0700
Kevin Smith / Josh Royston

* The Final* Partial Offer is final and will not be increased and / or amended,
except that GPG reserves the right to increase or otherwise amend the Final*
Partial Offer in the event of a competitive situation (as determined by the
Panel) arising, or the announcement of any information of the kind referred to
in Rule 31.9 of the City Code which leads to an extension of the offer
timetable, or otherwise with the consent of the Panel.

De Vere shareholders should be aware that their entitlement to participate in
the Final* Partial Offer depends on their being entered on the register of
members of De Vere at the Record Date. The Record Date could be any date between
now and 17 June 2004 (or such later date as may be agreed by the Panel)
depending on the number of acceptances received and the speed at which they are
received. Notwithstanding this, if a De Vere shareholder sells or purchases De
Vere Shares prior to the Record Date, they are requested to consult their
stockbroker, bank or other agent through whom the sale or purchase is effected
and refer to the instructions relating to Qualifying Purchases set out in
paragraph 5(h) of the letter from Strand Partners contained in the Increased
Offer Document as the purchaser may have an entitlement to participate in the
Final* Partial Offer.

De Vere shareholders are reminded that De Vere Shares are now trading ex-the
entitlement to the interim dividend of 4.28 pence per De Vere Share declared by
the De Vere Board on 29 April 2004, which is scheduled to be paid on 18 June
2004 to shareholders on the register on 28 May 2004. De Vere shareholders are
also reminded that the De Vere Shares are to be acquired by GPG pursuant to the
Final* Partial Offer with all rights attaching thereto, including, in
particular, but without limitation, the right to such interim dividend.
Accordingly, De Vere shareholders who accept the Final* Partial Offer will have
a contractual obligation under the terms thereof to account to GPG for such
interim dividend (whether they receive it or not) provided the Final* Partial
Offer becomes unconditional in all respects. GPG will write to accepting De Vere
shareholders after the Final* Partial Offer becomes wholly unconditional to make
arrangements for its recovery of such dividends.

Unless the context otherwise requires, terms used in this announcement shall
have the same meanings given to them in the Original Offer Document dated 19
April 2004, the Increased Offer Document dated 24 May 2004 and in the circular
to De Vere shareholders dated 8 June 2004.

Strand Partners Limited, which is regulated in the United Kingdom by the
Financial Services Authority, has approved the contents of this financial
promotion and its communication by GPG for the purposes of Section 21 of the
Financial Services and Markets Act 2000.

Strand Partners Limited is acting for GPG and no-one else in connection with the
Final* Partial Offer and will not be responsible to anyone other than GPG for
providing the protections afforded to clients of Strand Partners Limited nor for
giving advice in relation to the Final* Partial Offer.

The Final* Partial Offer is not being and will not be made, directly or
indirectly, in or into, or by the use of the mails or any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of the United States, Canada, Australia or Japan.
Accordingly, except as required by applicable law, copies of this announcement
are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan. Persons
receiving this announcement (including without limitation nominees, trustees or
custodians) must not forward, distribute or send it into the United States,
Canada, Australia or Japan.

The availability of the Final* Partial Offer to De Vere shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. De Vere shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.



                      This information is provided by RNS
            The company news service from the London Stock Exchange