Re Convertible Loan Notes

Guinness Peat Group PLC
5 July 2002



8% CONVERTIBLE LOAN NOTES

Guinness Peat Group plc ('GPG') announces as follows:

1)    Allotment of Shares

Consequent upon the Conversion of the first tranche of its 8% Convertible Loan 
Notes ('CLNs') following the first Conversion Date on 30 June 2002, GPG has 
today allotted 6,286,786 Ordinary Shares of 10p each in the capital of GPG at 
a conversion price of 45.5 pence per Ordinary Share ('Conversion Shares') to 
those Noteholders who elected to convert their Election Amounts.

2)    Ranking of Conversion Shares

In accordance with paragraph 5.11 of the Trust Deed constituting the CLNs 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 Conversation Date.

In practice this means that the Conversion Shares do not have a right to 
receive any interim dividend that relates to the period prior to 1 July 2002, 
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 yet been made in respect of the 
declaration of any interim dividend following the end of GPG's half-year on 
30 June 2002.

The London Stock Exchange ('LSE') has provided the Conversion Shares with an 
ISIN number GB0030646276.

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 the 
Conversion Shares:

•  The LSE has indicated that it will show the Conversion shares as a separate 
   line of stock. The Conversion 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 1 July 2002.

•  The ASX has advised that it will show the Conversion Shares as a separate 
   line of Ordinary Shares which will rank pari passu in all respects with other 
   issued Ordinary Shares, except that the Conversion 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 2002.

•  The NZSE has advised that it will quote the Conversion Shares as a separate 
   class of securities. The Conversion Shares will operate under the description 
   of 'new ordinary shares' with a security code of GPGNB. The Conversion 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 1 July 2002.

4)   Allotment of shares to Directors

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

                                        Consequent total beneficial 
                                        interest in GPG Ordinary 
                 Conversion Shares      Shares at 5 July 2002
T J N Beyer            219,780                    887,528

A I Gibbs              151,894                    359,341 

B A Nixon                  148                  3,824,425


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