Acquisition

Grainger Trust PLC
14 March 2001

GRAINGER TRUST PLC ('Grainger')

PROPOSED 50 PER CENT. INVESTMENT IN BPHL ('Investment')

Introduction

14 March 2001

On 4 December 2000, it was announced that Grainger was a member of a
consortium that had been formed to make an offer for the listed residential
property company BPT plc ('BPT'). It was also announced that the board of BPT
had entered into a period of exclusive negotiations with the consortium.

Consortium members Grainger and Deutsche Bank's Real Estate Private Equity
Group ('DB REPEG'), have announced today that they have become joint venture
partners in a special purpose holding company, Bromley Property Holdings Ltd
('BPHL'), whose subsidiary, Bromley Property Investments Ltd ('BPIL'), has
today announced a recommended cash offer for the BPT ordinary shares and a
cash offer for the BPT preference shares ('Offers') which value all the
ordinary and preference share capital at approximately £477 million.

As part of the joint venture arrangements, Grainger is conditionally
committing to subscribe up to £60 million cash, which will be split between £
20 million in BPHL equity and up to £40 million BPHL loan stock, representing
a 50 per cent. stake in BPHL.

Commenting on the Investment, Stephen Dickinson, managing director of
Grainger, said 'We believe that the Investment offers a unique opportunity to
gain a significant equity interest in a major residential portfolio, of which
approximately half is in Grainger's specialist area of regulated tenancies'.

In view of its size relative to Grainger, the Investment is conditional, inter
alia, upon the approval of Grainger ordinary shareholders, which is to be
sought at an Extraordinary General Meeting. A circular giving full details of
the Investment is expected to be despatched to shareholders in due course.

The directors of Grainger, who have received financial advice from Cazenove &
Co., consider the Investment to be in the best interests of Grainger and its
shareholders as a whole. In providing advice to the directors, Cazenove & Co.
have placed reliance on the directors' commercial assessment of the
Investment. The board has received undertakings to vote in favour of the
necessary resolution from the holders of ordinary shares in Grainger,
representing approximately 36 per cent. of Grainger's issued share capital.

Background to and reasons for the Investment in BPHL

Information on BPHL

Grainger and DB REPEG have formed BPHL as a holding company, with BPIL, its
subsidiary, specifically incorporated for the purpose of making the Offers for
BPT. BPIL has not undertaken any activities since incorporation, except for
the purpose of implementing the Offers.

Grainger is conditionally committing to subscribe up to £60 million cash,
which will be split between £20 million in BPHL equity and up to £40 million
BPHL loan stock, representing a 50 per cent. stake in BPHL. The loan stock
carries a coupon of 15 per cent. gross per annum and is due to be redeemed (if
not previously repaid) on 31 December 2006. DB REPEG will exactly match
Grainger's investment.

The investment in BPHL will subsequently be lent to BPIL to allow BPIL to part
finance the Offers.

In addition, BPIL has agreed banking facilities with Nationwide Building
Society, Halifax plc and The Royal Bank of Scotland Group totalling £655
million to finance the Offers, to enable certain of BPT's loans to be repaid
and to cover the costs relating to the Offers. As a result of this financing,
BPIL will initially have a highly geared capital structure. These loan
facilities are entirely non-recourse to Grainger. The loan from BPHL to BPIL
will rank behind the aforementioned facilities.

Under the BPHL shareholder agreement between Grainger and DB REPEG
('Shareholder Agreement'), each party has the right to appoint two directors
to the board of BPHL. The business of BPHL, BPIL and the BPT Group will be run
as a separate joint venture in accordance with the Shareholder Agreement.



Stephen Dickinson and Rupert Dickinson, who are both directors of Grainger,
have been appointed as directors of BPHL and BPIL and it is intended that
Rupert Dickinson and Andrew Cunningham, who is also a director of Grainger,
will join the board of BPT if the Offers become or are declared unconditional
in all respects. DB REPEG have appointed two representatives to the BPHL and
BPIL boards.

Financial effects of the Investment

It is intended that Grainger will account for the Investment as a joint
venture. Completion of the Investment will result in a cash outflow from
Grainger of up to £60 million that will be funded by additional bank
borrowings of the same amount. As shown in their respective latest published
balance sheets, dated 30 September 2000 for Grainger and 5 October 2000 for
BPT (unaudited interim), Grainger had net debt of £178 million and BPT had net
debt of £232 million. At the same dates, the consolidated net assets on the
basis set out in the financial statements of Grainger and BPT were £89 million
and £252 million respectively, and net assets (including trading and
development properties and listed investments, all at market value) were £243
million and £563 million respectively.

Information on BPT

BPT is the largest quoted owner of tenanted residential property in the
private rented sector in the UK. BPT was incorporated in 1928 and was floated
on the London Stock Exchange in 1963. Its head office is in Epsom and in
addition it has four regional offices located throughout England. In its
financial statements for the 12 months ended 5 April 2000 BPT reported that
BPT Group owned 11,390 properties, including investments let on regulated
tenancies, life tenancies and assured shorthold tenancies, as follows:


                                       Number of           Open market value of
                                     residential           property assets (£m)
                                           units
Regulated tenancies                        6,273                            404

Life tenancy reversions /                    810                             34
occupational leases

Assured tenancies etc (market              3,698                            250
rents)

Vacant property (in progress to              609                             42
sell/let)

Other residential interests                    -                             13
(land sites/freehold ground

Rents/garages etc)
--------------------------------          11,390                            743

Total residential property

Commercial and sundry property                 -                             18

Totals                                    11,390                            761

In addition BPT has a 21.58 per cent. equity investment in the residential
property investment company Mountview Estates Plc (this holding has a current
market value of approximately £24 million).

The BPT unaudited interim results for the 6 months ended 5 October 2000
reported a total annualised rent roll of £43.1 million and pre tax profits of
£19.7 million (£38.9 million for the year ended 5 April 2000). At that date
the directors of BPT valued the property portfolio at £799 million.

On 28 February 2001 BPT announced that as part of the ongoing process of due
diligence certain issues had been raised in relation to regulatory matters.
BPT has now been advised that certain of the reversion schemes currently
operated by BPT Bridgewater (Home Reversions) Limited, a subsidiary of BPT,
('Bridgewater') may constitute insurance business requiring Bridgewater to be
authorised under the Insurance Companies Act 1982. BPT is accordingly working
with the Financial Services Authority to agree appropriate changes to the
structure of those schemes in order to ensure that no requirement for
authorisation arises.

Information on DB REPEG

DB REPEG is responsible for the proprietary real estate investments of
Deutsche Bank AG. Since 1990, DB REPEG has completed over 140 transactions
across more than 15 countries, with over 3.8 billion euro (£2.3 billion) in
equity invested.

DB REPEG's equity investment in BPIL is being made by WEPLA
Beteiligungsgesellschaft mbH, a German company wholly owned by Deutsche Bank
AG. The loan stock will be subscribed by Deutsche Bank AG, London.

Benefits of the Investment

The directors of Grainger believe the joint venture offers a unique
opportunity for Grainger to participate in a significant equity investment in
a major residential property portfolio and a national residential property
management capability.

The board believes that there is potential institutional demand to invest in
residential assured and life tenancy property portfolios, but that investment
in these sectors has historically been inhibited by the lack of companies with
credible experience in sourcing and managing such properties. It is BPIL's
intention to explore ways of disposing of parts of the BPT portfolio to third
party investors whilst retaining the management of the assets, utilising the
existing network of residential property management offices.

Approximately one half of the BPT portfolio is in Grainger's specialist area
of regulated tenancies. It is intended that these properties will be managed
by BPT and sold on vacancy, in line with Grainger's existing strategy.

Following the Investment, the directors of Grainger expect that Grainger will
initially only receive interest on its loan stock as all other income received
by BPIL from BPT will be used to pay interest on, and repay principal of,
BPIL's borrowings. The directors consider that, if the projected realisations
in BPT are carried out as outlined above, BPHL should subsequently be in a
position to repay part of the loan stock prior to its final redemption date
and pay dividends from retained income.

Grainger and DB REPEG have considerable experience of investment in
residential property, a market in which Grainger has been involved since its
incorporation in 1912. It is intended that if the Offers become or are
declared unconditional in all respects, the existing BPT management will
continue to run the business, with the exception of the current managing
director and finance director who have decided that they will leave BPT, and
who will be replaced in due course. They are currently in discussions with
BPIL as to the terms of consultancy agreements of a duration of up to six
months in relation to a number of specified projects.

Principal terms of the Offers for BPT

The offer for BPT ordinary shares ('Ordinary Offer'), which will be
recommended by the independent directors of BPT, will be made on the following
basis to the shareholders of BPT:

For each BPT ordinary share     321 pence in cash

The offer for BPT preference shares ('Preference Offer') will be made on the
following basis:

For each BPT preference share      210 pence in cash

Assuming the exercise of all outstanding options, the Offers value all the
ordinary and preference share capital of BPT at approximately £477 million.
The Ordinary Offer represents a premium of approximately 19 per cent. to the
closing middle market price of 269.5 pence per BPT ordinary share on 2 August
2000, the last dealing day prior to the announcement by the board of BPT that
as a result of a strategic review it had decided to investigate with a number
of parties whether the interests of existing shareholders would be best served
by a cash offer for all of the issued share capital of BPT.

Full details of the Offers are set out in an announcement issued today by
Deutsche Bank AG, London on behalf of BPIL.

Current trading and future prospects

Since 30 September 2000, Grainger has performed in line with the directors'
expectations. Since January 2001, Grainger has purchased for cancellation a
total of £8.15 million of its 10.5 per cent. First Mortgage Debenture Stock
2024 leaving £6.85 million outstanding and £0.13 million of its 11.75 per
cent. First Mortgage Debenture Stock 2024 leaving £2.87 million outstanding.
This resulted in a pre-tax (exceptional) loss of £3.5 million which will be
charged to the profit and loss account. The repurchase will give Grainger
greater flexibility in managing its capital structure in the future and give
rise to a reduction of approximately £2.6 million in the additional after tax
fair value liability of marking the Group's debt to current market rates as at
30 September 2000.

The board of Grainger views the immediate future of the Group as enlarged by
the Investment with confidence. Grainger expects to announce its results for
the six months to 31 March 2001 in June 2001.

Enquiries:

Grainger Trust Plc

Rupert Dickinson (Deputy Managing Director)    020 7795 4700

Andrew Cunningham (Finance Director)           0191 261 1819

Cazenove & Co. (Financial adviser and Corporate Broker to Grainger)

Richard Cotton                020 7588 2828

Bankside Consultants

Baron Phillips                020 7220 7477