Acquisition

Restaurant Group PLC
31 March 2005


FOR IMMEDIATE RELEASE
31 MARCH 2005


         The Restaurant Group and Living Ventures in Dual Transactions

 The Restaurant Group to acquire a 40% shareholding in Living Ventures for £7.7
                                    million

       Living Ventures to purchase Est Est Est business for £16.4 million


Introduction

The Restaurant Group plc ('The Restaurant Group' or 'the Group') and Living
Ventures Limited ('Living Ventures' or 'LV') today announce the acquisition of a
40% shareholding in Living Ventures by The Restaurant Group (TRG), and a
simultaneous acquisition of the Est Est Est business by LV ('the Transactions').

The Restaurant Group will acquire a 40 per cent. shareholding in Living Ventures
for £7.7 million in cash. In addition, TRG will acquire for cash preference
shares in LV for £2.2 million, redeemable in full in 3 years' time. The acquired
shares include the whole of the 30 per cent. stake owned by funds managed by
Bowmark Capital Limited (formerly Sagitta Private Equity), the mid-market
private equity firm.

Simultaneously, Living Ventures will purchase Est Est Est Restaurants Limited
from The Restaurant Group for a consideration of £16.4 million, which will be
satisfied by a loan note, of which £6.0 million is redeemable in 3 months' time
and the balance in 3 years.

The Restaurant Group has also been granted a call option to purchase the
remaining 60 per cent. of Living Ventures in 2008 and, if not so exercised, a
separate call option to purchase back Est Est Est from Living Ventures.


Living Ventures

Living Ventures was set up in 1999 by Tim Bacon and Jeremy Roberts following
several successful previous ventures. Living Ventures is a restaurant and bar
company currently operating 15 units, 11 of which trade as The Living Room, two
as Prohibition and two as Bar & Grill - its latest restaurant concept.

The Living Room, a multi-level restaurant and bar concept which was first
launched in December 1999, is a casual dining restaurant and piano bar which
offers a quality product with high levels of service at affordable prices across
a broad customer base.  The broad customer base and its ability to trade through
all sessions of the day across the week has enabled these units to achieve
average sales of £45,000 per restaurant per week.  Recent openings include
Chester, York and Glasgow and further sites are planned in Oxford and two in
London.

In the year ended 31 March 2004 Living Ventures generated EBITDA (before
pre-opening costs) of £2.2 million and operating profit (post pre-opening costs)
of £0.6 million on turnover of £19.5 million.  Unit EBITDA was £4.1 million.
Net assets as at 31 March 2004 were £2.2 million. Based on the results for the
10 months ended 31 January 2005, Living Ventures' EBITDA (before pre-opening
costs) for the year ending 31 March 2005 is expected to be £3.3 million and
operating profit is expected to be at least £1.0 million.


Rationale and benefits of the Transactions

The Directors believe both companies benefit from the Transactions:
     
•    The Restaurant Group benefits from:
          
     o    Access to the highly successful Living Ventures concepts and their
          future growth potential
          
     o    An investment in a fast growing restaurant and bar concept
          
     o    A complementary customer base
          
     o    Est Est Est will benefit from Living Ventures management's
          entrepreneurial flair, staff training and development skills and 
          creativity

•    Living Ventures benefits from:
          
     o    A new, supportive shareholder
          
     o    Critical mass - a larger estate
          
     o    Access to PLC management skills and infrastructure (property, 
          purchasing and IT)


The Acquisition

The Restaurant Group has agreed terms to acquire a 40 per cent. shareholding in
Living Ventures  for a total cash consideration of £7.7 million ('the
Acquisition') and a further £2.2 million for the purchase of the entire issued
preference share capital of Living Ventures.  The preference shares are
redeemable at the same time as the loan notes referred to below.


Call Options

The Restaurant Group has also entered into a Call Option agreement whereby it
has the right to acquire the remaining 60 per cent. of Living Ventures in April
2008 at a price (subject to a maximum of £47.5 million) dependent on the
performance of Living Ventures in the year ending 31 March 2008 ('The Deferred
Consideration').  The Deferred Consideration will be based on a multiple of 8
times LV's EBITDA and will be satisfied in cash or a mixture of cash and The
Restaurant Group shares (at the option of the Group).

The Restaurant Group has also entered into a Call Option agreement with Living
Ventures whereby if it does not exercise the option referred to above, it has
the right to purchase back Est Est Est from Living Ventures in 2008 at a price
based on a unit multiple of 6 times EBITDA (subject to maximum of £47.5
million). This consideration is to be satisfied in cash, after offsetting any
residual loan note balance.


Disposal of Est Est Est to Living Ventures

The Restaurant Group has agreed to dispose of Est Est Est Restaurants Limited ('
Est Est Est') together with the restaurants trading as Est Est Est to Living
Ventures for a total consideration of £16.4 million which will be satisfied by a
vendor loan note of which £6.0 million is redeemable in 3 months' time and the
balance is redeemable in 2008.  The loan notes are secured by a first charge
over the assets of Est Est Est and bear interest at LIBOR.  The proceeds of the
disposal will be used to reduce Group net debt.

Est Est Est is a modern upmarket Italian restaurant brand with 19 units located
throughout the UK.  In the year ended 31 December 2004 Est Est Est generated
operating profit of £1.3 million on turnover of £17.2 million.  The assets being
sold had a net book value at 31 December 2004 of £14.7 million.


Financial effects and other matters

The Directors of TRG expect the Transactions to be earnings enhancing in the
first full financial year following the Transactions (see note 1).

Alan Jackson is a director of both The Restaurant Group and Living Ventures and
has taken no part in the commercial negotiation of the Transactions.  As a
result of the acquisition of Living Ventures, a previously agreed incentive
arrangement is triggered which entitles Alan Jackson to a bonus of £222,000 from
Bowmark.


Andrew Page, Group Managing Director of The Restaurant Group plc, said:

'This is a great fit for both companies.  Living Room is one of the most
successful new restaurant and bar concepts of recent years.  It has a unique
atmosphere created by the mix of its customers, design and ambience.  We believe
that its customer base is complementary to that of Est Est Est.'


Tim Bacon, Chief Executive of Living Ventures said:

'The addition of Est Est Est is a transformational deal for Living Ventures
providing great opportunity for the Company to expand its product range and
become even more food-led.  We believe that we can redefine Est Est Est as an
aspirational, high quality brand.  We will be focussed on delivering performance
and on expanding an already successful business.'


                                                                   31 March 2005


THE RESTAURANT GROUP AND LIVING VENTURES WILL BE HOSTING A CONFERENCE CALL FOR
ANALYSTS AT 16.15 HOURS TODAY.  PLEASE CALL JAMIE RAMSAY AT COLLEGE HILL ON 020
7457 2048 FOR DIAL-IN DETAILS.

Enquiries:

The Restaurant Group plc                     Living Ventures plc
Tel [phone]                            Tel:  [phone] (today)
                                             Tel: [phone] (thereafter)

Andrew Page, Group Managing Director         Tim Bacon, Managing Director
Stephen Critoph, Group Finance Director      Jeremy Roberts, Commercial and 
                                             Finance Director

Dresdner Kleinwort Wasserstein               Bowmark Capital Limited
Tel [phone]                            Tel:  [phone]

Christopher Baird                            Ron Pearson
David Whiteley

                                             College Hill
                                          Tel: [phone]

                                            Justine Warren
                                          Matthew Smallwood



Note 1

This statement should not be taken to mean that future earnings per share of The
Restaurant Group following the Transactions will necessarily match or exceed
historic earnings per share of The Restaurant Group and no forecast is intended
or implied.




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