Conversion of Securities

Guinness Peat Group PLC
04 July 2003

For immediate release                                  4 July 2003

                            GUINNESS PEAT GROUP plc
                            ("GPG" or "The Company")
                                      and
                             GPG (UK) HOLDINGS plc
                                   ("GPGUKH")


8% CONVERTIBLE LOAN NOTES

Guinness Peat Group plc and GPG (UK) Holdings plc announce as follows:

1.  Allotment of Shares

Consequent upon the Conversion of the third tranche of its 8% Convertible Loan
Notes ("CLNS") following the third Conversion Date on 30 June 2003, GPGUKH has
today allotted 2,886,806 Ordinary Shares of 10p each in its capital at a
conversion price of 45 pence per Ordinary Share ("Conversion Shares") to those
Noteholders who elected to convert their Election Amounts.


Upon conversion, electing noteholders were issued ordinary shares in GPGUKH.
However by reason of the Step Up Rights incorporating into the Articles of
Association of GPGUKH those shares automatically transferred to GPG in exchange
for the issue to those noteholders of ordinary shares in GPG ("Parent Shares")


2.  Ranking of Conversion Shares

In accordance with paragraph 5.11 of the Trust Deed  constituting the CLNs dated
18 April 2000 and subsequent Deeds of Amendment the Ordinary Shares allotted and
issued on Conversion are fully paid and rank pari passu in all respects with
other issued Ordinary Shares, except that they do not rank for any dividends or
other distributions declared or paid or made either in respect of financial
periods or parts of financial periods that have ended on or prior to the
relevant Conversion Date.

In practice this means that the Parent Shares do not have a right to receive any
interim dividend that relates to the period prior to 4 July 2003, should one be
declared.

After the payment of any such interim dividend, or if there is no dividend
declared for that interim period, they will then rank equally with the other
fully paid Ordinary Shares.

It should be noted that no decision has been made or will be made in respect of
the declaration of any interim dividend until GPG makes public its interim
results in the usual way at the end of August.

The London Stock Exchange ("LSE") has provided the Parent Shares with an ISIN
number GB0033048173.


3.  Treatment by the Three Exchanges on which GPG's Ordinary Shares are listed 

There is a slight difference to the way that the LSE, the Australian Stock
Exchange ("ASX") and the New Zealand Stock Exchange ("NZSE") will treat Parent
Shares:

* The LSE has indicated that it will show the Parent Shares as a separate line
of stock. The Parent Shares will continue to operate as a separate class until
GPG confirms it is unlikely that any dividends or distributions are likely to be
declared in respect of a period prior to 4 July 2003.

* The ASX has advised that it will show the Parent Shares as a separate line of
Ordinary Shares which will rank pari passu in all respects with other issued
Ordinary Shares, except that the Parent Shares will not rank for any dividends
or other distributions declared or paid or made in respect of financial periods
or parts of financial periods that have ended on or prior to 30 June 2003.

* The NZX has advised that it will quote the Parent Shares as a separate class
of securities. The Parent Shares will operate under the description of "new
ordinary shares" with a security code of GPGNA. The Parent Shares will continue
to operate as a separate class until GPG confirms it is unlikely that any
dividends or distributions are likely to be declared in respect of a period
prior to 4 July 2003.


4.  Allotment of Shares to Directors

The following three directors of GPG elected to convert their Redemption Amounts
and have acquired Parent Shares as follows:

                                         Consequent Total Beneficial Interest in
                                              GPG Ordinary Shares at 4 July 2003


                   Conversion Shares

T J N Beyer                  222,222                                     996,146

A I Gibbs                    153,076                                     466,421

B A Nixon                        150                                   4,291,155


Richard Russell
Company Secretary
Guinness Peat Group plc

and

GPG (UK) Holdings plc


4 July 2003


Terms used in this announcement but not defined in it bear the same meanings
given to them in the Deed  of Amendment to the Trust Deed constituting the CLNs
dated 18 April 2000 and subsequent Deeds of Amendment.


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