Offer declared unconditional

Grainger Trust PLC
15 April 2005

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





                                                                   15 April 2005

                               Grainger Trust plc



                Recommended cash offer for City North Group plc



                  Offer declared unconditional in all respects



JPMorgan Cazenove, on behalf of Grainger, announces that, as at 3.00 p.m. on 14
April 2005, being the first closing date of the Offer, valid acceptances of the
Offer had been received in respect of 14,575,835 City North Shares (representing
approximately 69.4 per cent. of the City North Shares to which the Offer
relates). In addition, Grainger owns a further 3,433,350 City North Shares
(representing approximately 16.4 per cent. of the City North Shares to which the
Offer relates). Accordingly, Grainger either owns or has received valid
acceptances in respect of 18,009,185 City North Shares (representing
approximately 85.8 per cent. of the City North Shares to which the Offer
relates).


Included within the valid acceptances of the Offer are elections for the Partial
Share Alternative in respect of 7,955,100 City North Shares (representing
approximately 37.9 per cent. of the City North Shares to which the Offer
relates), of which there have been elections for the Mix and Match Facility in
respect of 6,480,649 City North Shares (representing approximately 30.9 per
cent. of the City North Shares to which the Offer relates).


Condition (a) in Part A of Appendix I of the Offer Document allows Grainger to
declare the Offer unconditional as to acceptances as long as Grainger has
acquired or agreed to acquire (pursuant to the Offer or otherwise) City North
Shares carrying in aggregate more than 50 per cent. of the voting rights.  All
other conditions to the Offer have been satisfied or are hereby waived.
Accordingly, the Offer is declared unconditional in all respects and will remain
open for acceptance until further notice. The Partial Share Alternative and the
Mix and Match Facility will remain open until 3.00 p.m. on 28 April 2005 when
they will be closed.


Prior to the announcement of the Offer on 22 March 2005, the Directors and
certain other City North Shareholders irrevocably undertook to accept the Offer
in respect of 5,686,879 City North Shares (representing approximately 27.1 per
cent. of the City North Shares to which the Offer relates). Of these City North
Shares, Grainger has subsequently acquired 2,101,000 City North Shares
(representing approximately 10.0 per cent. of the City North Shares to which the
Offer relates).  Together with other City North Shares acquired during the Offer
period, Grainger now owns 3,433,350 City North Shares (representing
approximately 16.4 per cent. of the City North Shares to which the Offer
relates).  Valid acceptances in respect of the remaining 3,585,879 City North
Shares which were the subject of irrevocable undertakings to accept the Offer
(representing approximately 17.1 per cent. of the City North Shares to which the
Offer relates) have been included in the level of valid acceptances above.


Prior to the announcement of the Offer on 22 March 2005, certain other City
North Shareholders confirmed in writing that it was their intention to accept
the Offer in respect of 1,831,087 City North Shares (representing approximately
8.7 per cent. of the City North Shares to which the Offer relates). Valid
acceptances in respect of these City North Shares have been included in the
level of valid acceptances above.


City North Shareholders who hold City North Shares in certificated form and who
have not yet accepted the Offer are reminded to complete and return their Form
of Acceptance as soon as possible. City North Shareholders who hold City North
Shares in uncertificated form and who have not yet accepted the Offer are
reminded to take the necessary steps through CREST as soon as possible.


The consideration due to City North Shareholders who accept or have accepted the
Offer for cash will be despatched by the later of 28 April 2005 and 14 days of
the date of receipt of an acceptance complete in all respects. With the consent
of the Panel, it is expected that the consideration due to City North
Shareholders who accept or have accepted the Partial Share Alternative will be
despatched on 3 May 2005. With the consent of the Panel, it is expected that
the consideration due to City North Shareholders who make or have made elections
under the Mix and Match Facility will be despatched on 3 May 2005.


Subject to any applicable requirements of the UKLA, Grainger intends to procure
the making of an application by City North to the UKLA for the cancellation of
the listing of City North Shares on the Official List and to the London Stock
Exchange for the cancellation of admission to trading of City North Shares on
its main market for listed securities.


Save as disclosed above, no acceptances of the Offer have been received from
persons acting in concert with Grainger and neither Grainger nor any person
acting in concert with Grainger held any City North Shares or rights over such
shares prior to the commencement of the Offer period nor have they acquired or
agreed to acquire any City North Shares or rights over such shares during the
Offer period.


The Offer remains subject to the terms and conditions set out in the Offer
Document.


The definitions of certain expressions used in this announcement are contained
in the Offer Document dated 24 March 2005.



Enquiries

Grainger
Rupert Dickinson        020 7795 4700
Andrew Cunningham       0191 261 1819


JPMorgan Cazenove       020 7588 2828
Richard Cotton
Roger Clarke



JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Grainger and for no one else in connection
with the Offer and will not be responsible to anyone other than Grainger for
providing the protections afforded to clients of JPMorgan Cazenove or for
providing advice in relation to the Offer or any matter referred to herein or in
the Offer Document.


This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document and the Form of Acceptance.


The availability of the Offer to persons not resident in the United Kingdom may
be affected by the law of the relevant jurisdiction.  Such persons should inform
themselves about and observe any applicable requirements.


The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, but not limited to,
facsimile transmission or other electronic transmission, telex or telephone) of
interstate or foreign commerce, or any facilities of a national, state or other
securities exchange, of the United States, nor will it be made, directly or
indirectly, in or into Canada, Australia or Japan and will not be capable of
acceptance by any such use, means, instrumentality or facilities or from within
the United States, Canada, Australia or Japan.  Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into or from, the United States, Canada, Australia or Japan.


This announcement is not an offer of securities for sale in the United States
and the New Grainger Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or under the securities laws
of any jurisdiction of the United States; the relevant clearances have not been
obtained and will not be obtained from the securities commission of any province
or territory of Canada; no prospectus in relation to the New Grainger Shares has
been, or will be, lodged with or registered by the Australian Securities &
Investments Commission; nor have any steps been taken to enable the New Grainger
Shares to be offered in Japan in compliance with applicable securities laws of
Japan. Accordingly, the New Grainger Shares may not be offered, sold, resold or
delivered directly or indirectly in or into the United States, Canada, Australia
or Japan or any other country outside the UK where to do so would lead to a
breach of any legal or regulatory requirement.


The directors of Grainger accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the directors of
Grainger (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.




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