Offer for Grantchester

Hammerson PLC
9 September 2002

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




For immediate release     9 September 2002



                                 Hammerson plc




                    Cash offer for Grantchester Holdings PLC




  • The Board of Hammerson announces the terms of a cash offer, to be made by
    Dresdner Kleinwort Wasserstein on behalf of Hammerson, to acquire the whole
    of the issued and to be issued ordinary share capital of Grantchester.


  • The Offer of 250 pence in cash for each Grantchester Share values the
    existing and to be issued share capital of Grantchester at approximately
    £192 million and represents:


  • a premium of approximately 22.0 per cent. to Grantchester's Adjusted Net
    Asset Value per share of 205 pence as at 31 March 2002 (the date of the
    latest published unaudited interim results of Grantchester);

  • a premium of approximately 14.7 per cent. over Dundonald's offer,
    announced on 21 August 2002, of 218 pence per Grantchester share; and


  • a premium of approximately 20.2 per cent. over the average closing middle
    market price of 208 pence per Grantchester share in the three months
    preceding 20 August 2002, the last dealing date prior to the announcement of
    Dundonald's offer.


Commenting on the Offer, Ronald Spinney, Chairman of Hammerson, said:


'We indicated at the time of our recent investment in Parc Fforestfach in
Swansea that our strategy was to make further acquisitions of retail parks.
Grantchester has one of the most attractive portfolios in the sector and there
are synergies with our existing retail assets. Our offer represents a 14.7 per
cent. premium to the recommended offer by Dundonald.'


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


An analysts' presentation will take place at Brunswick, 17 Lincoln's Inn Fields,
London WC2 at 10.45 a.m. today.










Enquiries:


Hammerson                                                020 7887 1000

John Richards

Simon Melliss


Dresdner Kleinwort Wasserstein                           020 7623 8000

Rosalind Hedley-Miller

Nigel Binks


Dresdner Kleinwort Wasserstein (corporate broking)       020 7623 8000

Stuart Stradling


Brunswick                                                020 7404 5959

John Sunnucks






This announcement does not constitute an offer or invitation to purchase any
securities.


Dresdner Kleinwort Wasserstein, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Hammerson in connection with the
Offer and no-one else and will not be responsible to anyone other than Hammerson
for providing the protections afforded to clients of Dresdner Kleinwort
Wasserstein or for providing advice in relation to the Offer.


The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or any means or 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 and the Offer should not be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Accordingly, this announcement and any related offer documents are not
being and may not be mailed or otherwise forwarded, distributed or sent in, into
or from the United States, Canada, Australia or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not distribute or
send them in, into, or from the United States, Canada, Australia or Japan. Doing
so may render invalid any purported acceptance of the Offer. All Grantchester
shareholders or other persons (including nominees, trustees or custodians) who
would or otherwise intend to, or may have a contractual or legal obligation to,
forward this announcement or the Offer document or the accompanying form of
acceptance to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice.

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




For immediate release     9 September 2002



                                 Hammerson plc




                    Cash offer for Grantchester Holdings PLC




1.     Introduction

The Board of Hammerson announces a cash offer, to be made by Dresdner Kleinwort
Wasserstein on behalf of Hammerson, to acquire the whole of the issued and to be
issued ordinary share capital of Grantchester.


The Offer of 250 pence in cash for each Grantchester Share values Grantchester's
existing and to be issued ordinary share capital at approximately £192 million.


2.     The Offer


The Offer, which will be made on the terms and conditions set out in Appendix I
of this announcement and to be set out in the Offer document and form of
acceptance, will be made on the following basis:


          for each Grantchester Share          250 pence in cash


The Offer represents:


  • a premium of approximately 22.0 per cent. to Grantchester's Adjusted Net
    Asset Value per share of 205 pence as at 31 March 2002 (the date of the
    latest published unaudited interim results of Grantchester);

  • a premium of approximately 14.7 per cent. over Dundonald's offer,
    announced on 21 August 2002, of 218 pence per Grantchester share; and


  • a premium of approximately 20.2 per cent. over the average closing middle
    market price of 208 pence per Grantchester Share in the three months
    preceding 20 August 2002, the last dealing date prior to the announcement of
    Dundonald's offer.


Grantchester Shares will be acquired pursuant to the Offer fully paid and free
from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever and together
with all rights now or hereafter attaching thereto.






3.     Background to and reasons for the Offer


The retail park sector has significant attractions for Hammerson. Demand has
been increasing, partly because retailers which have traditionally traded
exclusively in-town are now seeking to trade out-of-town as well, and tight
planning restrictions are limiting the number of new schemes being created.
Against this background, Hammerson believes that retail parks will continue to
show good rental and capital growth over the next few years.


On 17 August 2002, Hammerson announced the acquisition of Parc Fforestfach,
Swansea for £58 million, its first investment in the sector.


The acquisition of Grantchester will provide the combined group with critical
mass in this sector and Hammerson will be able to capitalise on the synergies
between its existing shopping centre business and retail parks.


4.     Information on Grantchester


Grantchester is involved in property investment and the development of retail
warehousing in the United Kingdom. Its portfolio comprises retail warehouse
parks, retail warehouses and a 50 per cent. interest in a joint development fund
(Westchester) with West Coast Capital. Grantchester also has a 25 per cent.
interest in a retail warehouse joint venture investment fund with a subsidiary
of Teachers Insurance and Annuity Association, one of the world's largest
pension funds.


As at 31 March 2002, the date of the latest unaudited interim results of
Grantchester, Grantchester's investment and trading properties were carried on
the balance sheet at £351.9 million the majority of which was represented by
completed or substantially completed investment and trading retail warehouse
properties. Total net rental income for the six months to 31 March 2002 was
£15.5 million with operating profit of £15.4 million. As at 31 March 2002,
Grantchester's net asset value was £225.8 million, equivalent to a net asset
value per share of 227 pence. Grantchester's Adjusted Net Asset Value as at 31
March 2002 was £157.7 million and Grantchester's Adjusted Net Asset Value per
share was 205 pence.


5.     Information on Hammerson


Hammerson owns a portfolio comprising interests in 23 major shopping centres and
retail properties in the UK, France and Germany and 24 prime office investment
and development properties mainly in central London and central Paris. As at 30
June 2002, the portfolio was externally valued at £3,542 million, of which
properties in the UK accounted for 64 per cent. and retail properties for 63 per
cent.


For the six months to 30 June 2002, Hammerson reported net rental income of
£83.5 million and adjusted profit before tax of £40.6 million. Shareholders'
funds as at 30 June 2002 totalled £2,058 million.









6.     Financing


Hammerson proposes to finance the cash consideration payable to Grantchester
shareholders pursuant to the Offer from existing bank facilities.


7.     Management and employees


The existing rights of employees of Grantchester will be fully safeguarded.


8.     Grantchester Share Option Schemes


The Offer will extend to any Grantchester Shares issued or unconditionally
allotted prior to the date on which the Offer closes (or such earlier date as
Hammerson may, subject to the City Code, decide) as a result of the exercise of
options granted under the Grantchester Share Option Schemes. To the extent that
such options are not exercised in full, appropriate proposals will be made to
the holders of options under the Grantchester Share Option Schemes once the
Offer becomes or is declared unconditional in all respects.


9.     General


Neither Hammerson nor any of the Directors of Hammerson nor, so far as Hammerson
is aware, any person acting in concert with Hammerson owns or controls any
Grantchester Shares or holds any option to acquire any Grantchester Shares or
has entered into any derivative referenced to Grantchester Shares which remains
outstanding. In view of the requirement for confidentiality, Hammerson has not
made any enquiries in respect of certain parties who may be deemed by the Panel
to be acting in concert with it for the purposes of the Offer.


The Offer document and form of acceptance relating to the Offer will be posted
to Grantchester shareholders and, for information only, to participants in the
Grantchester Share Option Schemes as soon as practicable and in any event within
28 days of the date of this announcement.


Certain terms used in this announcement are defined in Appendix II.


An analysts' presentation will take place at Brunswick, 17 Lincoln's Inn Fields,
London WC2 at 10.45 a.m. today.


Enquiries:


Hammerson                                                 020 7887 1000

John Richards

Simon Melliss


Dresdner Kleinwort Wasserstein                            020 7623 8000

Rosalind Hedley-Miller

Nigel Binks


Dresdner Kleinwort Wasserstein (corporate broking)        020 7623 8000

Stuart Stradling


Brunswick                                                 020 7404 5959

John Sunnucks






This announcement does not constitute an offer or invitation to purchase any
securities.


Dresdner Kleinwort Wasserstein, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Hammerson in connection with the
Offer and no-one else and will not be responsible to anyone other than Hammerson
for providing the protections afforded to clients of Dresdner Kleinwort
Wasserstein or for providing advice in relation to the Offer.


The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or any means or 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 and the Offer should not be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Accordingly, this announcement and any related offer documents are not
being and may not be mailed or otherwise forwarded, distributed or sent in, into
or from the United States, Canada, Australia or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not distribute or
send them in, into, or from the United States, Canada, Australia or Japan. Doing
so may render invalid any purported acceptance of the Offer. All Grantchester
shareholders or other persons (including nominees, trustees or custodians) who
would or otherwise intend to, or may have a contractual or legal obligation to,
forward this announcement or the Offer document or the accompanying form of
acceptance to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice.




                                   APPENDIX I


               Conditions and certain further terms of the Offer




The Offer, which will be made by Dresdner Kleinwort Wasserstein on behalf of
Hammerson, will comply with the City Code and will be governed by English law
and be subject to the jurisdiction of the courts of England. The Offer will be
made on the terms and conditions set out in the Offer Document.

1.     Conditions of the Offer


        The Offer will be subject to the following conditions:


                (a)     valid acceptances being received (and not, where
                permitted, withdrawn) by 3.00 p.m. on the first closing date of
                the Offer (or such later time(s) and/or date(s) as Hammerson
                may, subject to the rules of the City Code, decide) in respect
                of not less than 90 per cent. (or such lesser percentage as
                Hammerson may decide) in nominal value of the Grantchester
                Shares to which the Offer relates, provided that this condition
                will not be satisfied unless Hammerson and/or any of its
                wholly-owned subsidiaries shall have acquired or agreed to
                acquire, whether pursuant to the Offer or otherwise,
                Grantchester Shares carrying, in aggregate, more than 50 per
                cent. of the voting rights then exercisable at a general meeting
                of Grantchester, including for this purpose to the extent (if
                any) required by the Panel, any such voting rights attaching to
                any Grantchester 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 conversion or subscription rights or otherwise, and
                for this purpose:

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


                        (ii)    shares which have been unconditionally allotted 
                        but not issued shall be deemed to carry the voting 
                        rights which they will carry on being entered into the 
                        register of members of Grantchester;


                (b)     no government or governmental, quasi-governmental,
                supranational, statutory, administrative or regulatory body,
                authority, court, trade agency, association, institution,
                environmental body or any other person or body in any
                jurisdiction (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, order or decision
                or taken any other steps and there not continuing to be
                outstanding any statute, regulation, order or decision, which
                would or might:


             i. make the Offer or the acquisition of any Grantchester Shares, or
                control of Grantchester by Hammerson void, illegal or
                unenforceable or otherwise materially restrict, restrain,
                prohibit, delay or interfere with the implementation thereof, or
                impose material additional conditions or obligations with
                respect thereto, or require material amendment thereof or
                otherwise challenge or interfere therewith;

            ii. require or prevent the divestiture by Grantchester or any of its
                subsidiaries or subsidiary undertakings or any associated
                undertaking or any company of which 20 per cent. or more of the
                voting capital is held by the Grantchester Group or any
                partnership, joint venture, firm or company in which any member
                of the Grantchester Group may be interested (the 'wider
                Grantchester Group') or by Hammerson or any of its subsidiaries
                or subsidiary undertakings or any associated undertaking or any
                company of which 20 per cent or more of the voting capital is
                held by the Hammerson Group or any partnership, joint venture,
                firm or company in which any member of the Hammerson Group may
                be interested (the 'wider Hammerson Group') of all or a material
                portion of their respective businesses, assets or property or
                impose any limitation on the ability of any of them to conduct
                their respective businesses or own any of their assets or
                property;

            iii. impose any limitation on or result in a delay in the ability of
                any member of the wider Grantchester Group or the wider
                Hammerson Group to acquire or to hold or to exercise effectively
                any rights of ownership of shares or loans or securities
                convertible into shares in any member of the wider Grantchester
                Group or of the wider Hammerson Group held or owned by it or to
                exercise management control over any member of the wider
                Grantchester Group or of the wider Hammerson Group to an extent
                which is material in the context of the Grantchester Group taken
                as a whole or, as the case may be, the Hammerson Group taken as
                a whole;

            iv. require any member of the wider Hammerson Group or the wider
                Grantchester Group to acquire or offer to acquire any shares or
                other securities in any member of the wider Grantchester Group
                where such acquisition would be material in the context of the
                Grantchester Group taken as a whole; or

             v. otherwise materially and adversely affect the assets, business,
                profits or prospects of any member of the wider Hammerson Group
                or of any member of the wider Grantchester Group;


                and all applicable waiting and other time periods during which
                any such Relevant Authority could decide to take, institute,
                implement or threaten any such action, proceeding, suit,
                investigation, enquiry or reference having expired, lapsed or
                been terminated;


                (c)     all necessary filings having been made, all applicable
                waiting periods (including any extensions thereof) under any
                applicable legislation or regulations of any jurisdiction having
                expired, lapsed or been terminated, in each case in respect of
                the Offer and the acquisition of any Grantchester Shares, or of
                control of Grantchester, by Hammerson, and all authorisations,
                orders, recognitions, grants, consents, licences, confirmations,
                clearances, permissions and approvals ('Authorisations')
                necessary or appropriate in any jurisdiction for, or in respect
                of, the Offer and the proposed acquisition of any Grantchester
                Shares, or of control of Grantchester, by Hammerson and to carry
                on the business of any member of the wider Hammerson Group or of
                the wider Grantchester Group having been obtained, in terms and
                in a form satisfactory to Hammerson, from all appropriate
                Relevant Authorities and from any persons or bodies with whom
                any member of the wider Hammerson Group or the wider
                Grantchester Group has entered into contractual arrangements and
                all such Authorisations remaining in full force and effect at
                the time at which the Offer becomes unconditional in all
                respects and Hammerson having no knowledge of an intention or
                proposal to revoke, suspend or modify or not to renew any of the
                same and all necessary statutory or regulatory obligations in
                any jurisdiction having been complied with;

                (d)     except as disclosed in Grantchester's annual report and
                accounts for the year ended 30 September 2001 or Grantchester's
                unaudited interim financial statements for the six months ended
                31 March 2002, or in writing to Hammerson or its advisers or
                publicly announced by or on behalf of Grantchester prior to the
                date of this announcement, there being no provision of any
                arrangement, agreement, licence, permit or other instrument to
                which any member of the wider Grantchester Group is a party or
                by or to which any such member or any of their assets is or may
                be bound, entitled or be subject to and which, in consequence of
                the Offer or the acquisition of any Grantchester Shares, or
                control of Grantchester, by Hammerson or otherwise, would or
                might, to an extent which is material reasonably be expected to
                result in:


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


                        (ii)     the creation of any mortgage, charge or other
                        security interest over the whole or any part of the
                        business, property or assets of any such member or any
                        such security (whenever arising or having arisen) being
                        enforced or becoming enforceable;

                        (iii)     any such arrangement, agreement, licence or
                        instrument being terminated or adversely modified or any
                        action being taken of an adverse nature or any
                        obligation arising thereunder;

                        (iv)     any assets of any such member being disposed of
                        or charged, or right arising under which any such asset
                        could be required to be disposed of or charged, other
                        than in the ordinary course of business;

                        (v)     the interest or business of any such member of
                        the wider Grantchester Group in or with any firm or body
                        or person, or any agreements or arrangements relating to
                        such interest or business, being terminated or adversely
                        modified or affected;


                        (vi) any such member ceasing to be able to carry on 
                        business under any name under which it presently does 
                        so;


                        (vii)     the creation of liabilities (actual or
                        contingent) by any such member; or the financial or
                        trading position of any such member being prejudiced or
                        adversely affected,

                and no event having occurred which, under any provision of any
                arrangement, agreement, licence or other instrument to which any
                member of the wider Grantchester Group is a party, or to which
                any such member or any of its assets may be bound, entitled or
                subject, could result in any of the events or circumstances as
                are referred to in paragraphs (i) to (vii) of this condition
                (d);


                (e)     except as disclosed in Grantchester's annual report and
                accounts for the year ended 30 September 2001 or Grantchester's
                unaudited interim financial statements for the six months ended
                31 March 2002, or as disclosed in writing to Hammerson or its
                advisers or publicly announced by Grantchester prior to the date
                hereof, no member of the wider Grantchester Group having, since
                30 September 2001:

                       (i)      issued, agreed to issue or proposed the issue of
                       additional shares or securities of any class, or
                       securities convertible into, or exchangeable for or
                       rights, warrants or options to subscribe for or acquire,
                       any such shares, securities or convertible securities
                       (save as between Grantchester and wholly-owned
                       subsidiaries of Grantchester and save for options
                       granted, and for any Grantchester Shares allotted upon
                       exercise of options granted under the Grantchester Share
                       Schemes before the date hereof), or redeemed, purchased
                       or reduced any part of its share capital;


                       (ii)     recommended, declared, paid or made or proposed 
                       to recommend, declare, pay or make any bonus, dividend 
                       or other distribution other than to Grantchester or a 
                       wholly-owned subsidiary of Grantchester;

                       (iii)    agreed, authorised, proposed or announced its 
                       intention to propose any merger or demerger or 
                       acquisition or disposal of assets or shares which are 
                       material in the context of the Grantchester Group taken 
                       as a whole (other than in the ordinary course of trading) 
                       or to any material change in its share or loan capital;

                       (iv)     issued, authorised or proposed the issue of any 
                       debentures or incurred any indebtedness or contingent 
                       liability which is material in the context of the 
                       Grantchester Group taken as a whole;

                       (v)      acquired or disposed of or transferred, 
                       mortgaged or encumbered any asset or any right, title or 
                       interest in any asset (other than in the ordinary course 
                       of trading) in a manner which is material in the context 
                       of the Grantchester Group taken as a whole;


                       (vi)     entered into or varied or announced its
                       intention to enter into or vary any contract,
                       arrangement or commitment (whether in respect of capital
                       expenditure or otherwise) which is of a long-term or
                       unusual nature or involves or could involve an
                       obligation of a nature or magnitude, and in either case
                       which is material in the context of the Grantchester
                       Group taken as a whole;

                       (vii)    entered into or proposed or announced its
                       intention to enter into any reconstruction,
                       amalgamation, transaction or arrangement (otherwise than
                       in the ordinary course of business);

                       (viii)   taken or proposed any corporate action or had
                       any legal proceedings instigated or threatened against
                       it for its winding-up, dissolution or reorganisation or
                       for the appointment of a receiver, administrator,
                       administrative receiver, trustee or similar officer of
                       all or any of its assets and revenues (or any analogous
                       proceedings or appointment in any overseas
                       jurisdiction);

                       (ix)     been unable, or admitted in writing that it is
                       unable, to pay its debts or having stopped or suspended
                       (or threatened to stop or suspend) payment of its debts
                       generally or ceased or threatened to cease carrying on
                       all or a substantial part of its business;

                       (x)      entered into or varied or made any offer to
                       enter into or vary the terms of any service agreement or
                       arrangement with any of the directors of Grantchester;


                       (xi)     waived, compromised or settled any claim which 
                       is material in the context of the wider Grantchester 
                       Group; or


                       (xii)    made or agreed or consented to any material
                       change to the terms of the trust deeds constituting the
                       pension schemes established for its directors, employees
                       or their dependants or the benefits which accrue, or to
                       the pensions which are payable, thereunder, or to be
                       basis on which qualification for, or accrual or
                       entitlement to, such benefit or pension are calculated
                       or determined or to the basis on which the liabilities
                       (including pensions) of such pension schemes are funded
                       or made, or agreed or consented to any change to the
                       trustees involving the appointment of a trust
                       corporation;

                       (xiii)   entered into any agreement, arrangement or
                       commitment or passed any resolution with respect to any
                       of the transactions or events referred to in this
                       paragraph (f);

                (f)     since 30 September 2001, except as publicly announced by
                Grantchester prior to the date hereof;

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

                       (ii)     no litigation, arbitration proceedings,
                       prosecution or other legal proceedings having been
                       instituted, announced or threatened by or against or
                       remaining outstanding against any member of the wider
                       Grantchester Group and no enquiry or investigation by or
                       complaint or reference to any Relevant Authority against
                       or in respect of any member of the wider Grantchester
                       Group having been threatened, announced or instituted or
                       remaining outstanding; and

                (g)     except as disclosed in Grantchester's annual report and
                accounts for the year ended 30 September 2001 or in
                Grantchester's unaudited interim financial statements for the
                six months ended 31 March 2002 or in writing to Hammerson or its
                advisers or publicly announced by Grantchester prior to the date
                hereof, Hammerson not having discovered that:

                       (i)      the financial, business or other information
                       concerning any member of the wider Grantchester Group as
                       contained in the information publicly announced or
                       disclosed in writing at any time, by or on behalf of any
                       member of the wider Grantchester Group is misleading or
                       contains a material misrepresentation of fact or omits
                       to state a fact necessary to make the information
                       contained therein not materially misleading and in each
                       such case has not subsequently been corrected by a
                       specific written disclosure prior to the date hereof; or


                       (ii)     any member of the wider Grantchester Group is 
                       subject to any liability, contingent or otherwise, which 
                       is not disclosed in the annual report and accounts of 
                       Grantchester for the financial year ended 20 September 
                       2001 or in the interim report for the six months to 31 
                       March 2002 and which is material in the context
                       of the Grantchester Group taken as a whole;


        (h)     Hammerson not having discovered that, save as publicly
        announced:

                       (i)      any past or present member of the wider
                       Grantchester Group has not complied with all applicable
                       legislation or regulations of any jurisdiction or any
                       notice or requirement of any Relevant Authority with
                       regard to the storage, disposal, discharge, spillage,
                       leak or emission of any waste or hazardous substance or
                       any substance likely to impair the environment or harm
                       human health which non-compliance would be likely to
                       give rise to any liability (whether actual or
                       contingent) on the part of any member of the wider
                       Grantchester Group;

                       (ii)      there has been a disposal, spillage, emission,
                       discharge or leak of waste or hazardous substance or any
                       substance likely to impair the environment or harm human
                       health on, or from, any land or other asset now or
                       previously owned, occupied or made use of by any past or
                       present member of the wider Grantchester Group, or which
                       any such member may now or previously have had an
                       interest, would be likely to give rise to any liability
                       (whether actual or contingent) on the part of any member
                       of the wider Grantchester Group;

                       (iii)     there is or is likely to be any obligation or
                       liability (whether actual or contingent) to make good,
                       repair, reinstate or clean up any property now or
                       previously owned, occupied or made use of by any past or
                       present member of the wider Grantchester Group or in
                       which any such member may now or previously have had an
                       interest under any environmental legislation or
                       regulation or notice, circular or order of any Relevant
                       Authority in any jurisdiction; or

                       (iv)      circumstances exist whereby a person or class
                       of persons would be likely to have any claim or claims
                       in respect of any product or process of manufacture, or
                       materials used therein, now or previously manufactured,
                       sold or carried out by any past or present member of the
                       wider Grantchester Group which claim or claims would be
                       likely to affect adversely any member of the wider
                       Grantchester Group;


        Hammerson reserves the right to waive, in whole or in part, all or any
        of conditions (b) to (h) inclusive. Hammerson also reserves the right,
        subject to the consent of the Panel, to extend the time allowed under
        the City Code for satisfaction of condition (a) until such time as
        conditions (b) to (h) have been satisfied, fulfilled or, to the extent
        permitted, waived.


        If Hammerson is required by the Panel to make an offer for Grantchester
        Shares under the provisions of Rule 9 of the City Code, Hammerson may
        make such alterations to the above conditions, including condition (a)
        above, as are necessary to comply with the provisions of that Rule.


        The Offer will lapse unless the conditions set out above (other than
        condition (a) to the Offer) are fulfilled or (if capable of waiver)
        waived or, where appropriate, have been determined by Hammerson in its
        reasonable opinion to be or to remain satisfied by no later than 21 days
        after the later of the first closing date of the Offer or the date on
        which the Offer becomes or is declared unconditional as to acceptances,
        or such later date as the Hammerson may, with the consent of the Panel,
        decide. Hammerson shall be under no obligation to waive or treat as
        satisfied any of conditions (b) to (h) inclusive by a date earlier than
        the latest date specified above for the satisfaction thereof
        notwithstanding that the other conditions of the Offer may at such
        earlier date have been waived or fulfilled or satisfied and that there
        are at such earlier date no circumstances indicating that any of such
        conditions may not be capable of fulfilment or satisfaction.


        Except with the consent of the Panel the Offer will lapse if either (i)
        it is referred to the Competition Commission; or (ii) the European
        Commission either initiates proceedings under Article 6(1)(c) of Council
        Regulation (EEC) 4064/89 as amended by Council Regulation (EC) 1310/97
        or makes a referral to a competent authority of the United Kingdom under
        Article 9(1) thereof and it is subsequently referred to the Competition
        Commission, in either case before 3.00 p.m. on the first closing date of
        the Offer or the date on which the Offer becomes or is declared
        unconditional as to acceptances, whichever is the later.


        If the Offer so lapses the Offer will cease to be capable of further
        acceptance and accepting Grantchester shareholders and Hammerson will
        cease to be bound by acceptances received before the time when the Offer
        lapses.

 2. Futher terms of the Offer


                (a)     The Offer will extend to all Grantchester Shares
                unconditionally allotted or issued on the date on which the
                Offer is made and any further Grantchester Shares
                unconditionally allotted or issued while the Offer remains open
                for acceptance (or such earlier date or dates as Hammerson may
                decide).

                (b)     The Grantchester Shares are to be acquired by Hammerson
                fully paid and free from all liens, charges and encumbrances,
                rights of pre-emption and any other third party rights of any
                nature whatsoever and together with all rights attaching
                thereto, including the right to all dividends or other
                distributions declared, paid or made after the date hereof.

                (c)     The Offer will not be made, directly or indirectly, in
                or into, or by the use of the mails or any means or
                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 and the Offer should not be
                accepted by any such use, means, instrumentality or facility or
                from within the United States, Canada, Australia or Japan.
                Accordingly, this announcement and any related offer documents
                are not being and may not be mailed or otherwise forwarded,
                distributed or sent in, into or from the United States, Canada,
                Australia or Japan and persons receiving such documents
                (including custodians, nominees and trustees) must not
                distribute or send them in, into, or from the United States,
                Canada, Australia or Japan. Doing so may render invalid any
                purported acceptance of the Offer. All Grantchester shareholders
                or other persons (including nominees, trustees or custodians)
                who would or otherwise intend to, or may have a contractual or
                legal obligation to, forward this announcement or the Offer
                document or the form of acceptance to any jurisdiction outside
                the United Kingdom should refrain from doing so and seek
                appropriate professional advice.

                (d)     This Announcement does not constitute an offer or an
                invitation to purchase any securities. The laws of the relevant
                jurisdictions may affect the availability of the Offer to
                persons not resident in the United Kingdom. Persons who are not
                resident in the United Kingdom, should inform themselves about,
                and observe any applicable requirements. Further details in
                relation to overseas shareholders will be contained in the Offer
                document.






                                  APPENDIX II


                                  Definitions



The definitions set out below apply throughout this announcement unless the
context requires otherwise:

'City Code'                                     the City Code on Takeovers and Mergers

'Companies Act'                                 the Companies Act 1985

'Dresdner Kleinwort Wasserstein'                Dresdner Kleinwort Wasserstein Limited

'Dundonald'                                     Dundonald Holdings Limited

'Dundonald's offer'                             the offer on behalf of Dundonald for Grantchester
                                                announced on 21 August 2002

'Grantchester'                                  Grantchester Holdings PLC

'Grantchester Group'                            Grantchester and its subsidiaries

'Grantchester's Adjusted Net Asset Value'       the unaudited estimate of the net asset value of
                                                Grantchester as at 31 March 2002, adjusted for return of
                                                capital, exercise of share options, unrealised surplus on
                                                trading properties, mark-to-market of unamortised costs of
                                                purchasing hedging instruments, valuation of hedging
                                                instruments net of minority interests, unamortised costs
                                                of purchasing hedging instruments and unprovided deferred
                                                tax, in accordance with Appendix V of the Dundonald offer
                                                document

'Grantchester Independent Directors'            Edward Luker, Christopher Jolly and Fred Reeder

'Grantchester Shares'                           ordinary shares of 25p each in Grantchester

'Grantchester Share Option Schemes'             the Unapproved Grantchester Executive Share Option Scheme,
                                                the Grantchester Unapproved Executive Share Option Scheme
                                                and the Grantchester Sharesave Scheme

'Hammerson'                                     Hammerson plc

'Hammerson Group'                               Hammerson and its subsidiaries



'Offer'                                         the cash offer to be made by Dresdner Kleinwort
                                                Wasserstein on behalf of Hammerson for the issued and to
                                                be issued ordinary shares in Grantchester to be set out in
                                                a formal offer document and the form of acceptance
                                                relating thereto and including, where the context
                                                requires, any subsequent revision, variation, extension or
                                                renewal of such offer

'Panel'                                         the Panel on Takeovers and Mergers

'UK' or 'United Kingdom'                        the United Kingdom of Great Britain and Northern Ireland

'United States'                                 the United States of America, its territories and
                                                possessions, and any state in the United States of America
                                                and the District of Columbia



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