Partial Offer for De Vere

GPG (UK) Holdings PLC
23 March 2004


For immediate release

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

                                                                23 March 2004
                             GPG (UK) Holdings plc
                             Partial Cash Offer for
                               De Vere Group Plc

HIGHLIGHTS

• GPG will make a Partial Offer to purchase 28.5 million De Vere Shares,
  representing approximately 25 per cent. of the De Vere Shares currently in
  issue, at a price of 415p per share in cash.

• The Partial Offer Price of 415p per De Vere Share values the De Vere Shares
  sought under the Partial Offer at approximately £118 million.

• When combined with GPG's existing 10 per cent. shareholding in De Vere, a
  successful Partial Offer will result in GPG holding approximately 35 per cent.
  of De Vere's issued ordinary share capital thereby becoming the cornerstone
  investor in the De Vere Group.

• In the event that the Partial Offer is successful, Blake Nixon and Mark
  Butcher, directors of GPG, will seek appointment to the De Vere Board to
  initiate a more dynamic strategy for De Vere with the aim of releasing the
  substantial value which GPG believes is locked within the current structure.

• Central to GPG's proposals for maximising value is the disposal of the De
  Vere Hotels Division and the return of the substantial portion of the sale
  proceeds to De Vere shareholders.

• GPG (UK) Holdings plc is a wholly owned subsidiary of Guinness Peat Group
  plc, an investment company and the parent of an investment group with a
  diversified range of strategic interests in a number of businesses, mainly in
  the UK and Australasia, and a track record of delivering shareholder value.

Blake Nixon, Chairman of GPG, commented:

'A restructuring of the De Vere Group is long overdue. Following the failure of
the De Vere Board to take any substantive action to improve shareholder value,
the Partial Offer will enable GPG to initiate the implementation of plans for a
prompt realisation of the value we believe to be inherent in the De Vere Hotels
Division.

The deliberate choice of a partial offer structure will allow participation by
existing De Vere shareholders, for a portion of their holding, in what we
believe will be a significant increase in the value of their investment, both
through a substantial return of capital and a price for their residual shares
that reflects their full value. I commend to De Vere shareholders our proposals
to increase shareholder value and would strongly urge De Vere shareholders to
register their support of our Partial Offer, whether or not they intend to
accept it.'

Enquiries:

GPG (UK) Holdings plc
Blake Nixon, Chairman 020 7484 3370

Weber Shandwick Square Mile 020 7067 0700
Kevin Smith / Josh Royston

Strand Partners Limited, which is regulated in the United Kingdom by the
Financial Services Authority, has approved the contents of this financial
promotion and its communication by GPG for the purposes of Section 21 of the
Financial Services and Markets Act 2000.

Strand Partners Limited is acting for GPG and no-one else in connection with the
Partial Offer and will not be responsible to anyone other than GPG for providing
the protections afforded to clients of Strand Partners Limited nor for giving
advice in relation to the Partial Offer.

The Partial Offer will not be made, directly or indirectly, in or into, or by
the use of the mails or any means of 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. Accordingly, except as required by applicable law,
copies of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward, distribute or
send it into the United States, Canada, Australia or Japan.

The availability of the Partial Offer to De Vere Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. De Vere Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.

These highlights should be read in conjunction with the full announcement.

For immediate release

Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia or Japan.
                                                                   23 March 2004
                             GPG (UK) Holdings plc
                             Partial Cash Offer for
                               De Vere Group Plc

Introduction

GPG announces the terms of a partial cash offer it will make to acquire 28.5
million De Vere Shares. This represents approximately 25 per cent. of De Vere's
current issued ordinary share capital.

Together with the 11,446,406 De Vere Shares (amounting to approximately 10 per
cent. of De Vere's current issued ordinary share capital) GPG already owns, the
Partial Offer, if successful, will result in GPG holding approximately 35 per
cent. of De Vere.

The Partial Offer Price will be 415p in cash for each De Vere Share. At the
Partial Offer Price, the De Vere Shares sought under the Partial Offer are
valued at approximately £118 million.

Background to and reasons for the Partial Offer

It is a little over three years since GPG plc proposed, at the De Vere AGM,
resolutions seeking the demerger of De Vere's Village Leisure and Greens
businesses and the return of surplus capital to De Vere shareholders. Further,
almost exactly a year ago, GPG plc wrote to the then CEO requesting that De Vere
management act decisively to address the substantial differential between the
sale value of the De Vere Hotels Division's assets and the company's stock
market valuation.

The appointment of a new CEO has given rise to some reassessment of the Board's
strategy for the De Vere Group. Indeed, De Vere's shares had an uptick in
mid-January to a price of a little over £4.50 following its announcement that it
was to sell four hotels and, in particular, in the hope that this signalled the
start of concerted efforts by the Board to improve shareholder value. However,
following this year's AGM, at which it became clear that there was unlikely to
be more substantive action, the share price slipped back closer to £4.00.

The Partial Offer would result in the GPG Group becoming the cornerstone
investor in De Vere, and in accordance with this, GPG would seek Board
representation for Blake Nixon, UK Executive Director, and Mark Butcher, UK
Investment Manager, of GPG plc. Following the Partial Offer GPG would initiate a
much more dynamic strategy to release the substantial value which it believes is
locked within the current structure.

The medium of a partial offer has been chosen with the specific objective of
allowing continued participation by existing De Vere shareholders, alongside the
GPG Group, in what GPG believes will be a significant increase in the value of
their investment, both through a substantial return of capital and a price for
their residual shares which reflects their full value.

The central plank of the GPG strategy is the sale of the De Vere Hotels
Division. This was valued by the De Vere Board in the 2003 Annual Report and
Accounts at approximately £551 million, a net assets figure, which since 2000
has been reduced by the inclusion of the net liabilities of De Vere Group
headquarters (£26.2 million as at 1 October 2000, the last date such net
liabilities were separately reported). Such a sale, if structured correctly,
ought not to lead to any impost due to tax or pension considerations.

GPG envisages that, after allowing for an appropriate level of indebtedness to
be retained within the residual group, the substantial portion of the sale
proceeds would be returned to De Vere shareholders.

Post restructure, De Vere's shares would have a much enhanced growth profile and
would, GPG believes, in ordinary stock market trading, merit an attractive
prospective multiple, underpinned by a conservative net asset backing.

GPG believes strongly that the value of De Vere shareholders' investments in De
Vere would be significantly improved and thus their interests best served by the
sale of the De Vere Hotels Division.

The Partial Offer, if successful, would ensure that the Board adopts a
proprietorial approach to the prompt realisation of value for all De Vere
shareholders.

The structure of the Partial Offer allows De Vere Shareholders the ability for a
portion of their holding to crystallise the strong share price performance over
the past year, in line with the rerating of the sector, whilst retaining a
participation in GPG's programme of value maximisation for their residual
investment.

As such, GPG commends the Partial Offer to De Vere Shareholders, and strongly
urges them to register their support for the making of the Partial Offer,
whether or not they intend to accept it.

The Partial Offer

GPG will offer to acquire, on the terms and subject to the conditions set out
below and to be set out in the Offer Document and the Form of Acceptance, 28.5
million De Vere Shares from De Vere Shareholders (other than the GPG Group
itself) on the following basis:

                      for each De Vere Share 415p in cash

The 28.5 million De Vere Shares for which the Partial Offer is being made
represent approximately 25 per cent. of the De Vere Shares currently in issue.
The Partial Offer will extend to any De Vere Shares unconditionally allotted or
issued upon the valid exercise of options over De Vere Shares prior to the close
of business on the business day immediately preceding the date on which the
Partial Offer becomes unconditional as to acceptances (or such earlier date as
GPG may, with the consent of the Panel, decide) (the 'Record Date').

De Vere Shareholders may accept the Partial Offer in respect of any number of
their De Vere Shares or none at all. Subject to the Partial Offer becoming or
being declared unconditional in all respects, acceptances will be met in full to
the extent that they are for up to the Relevant Percentage of a De Vere
Shareholder's registered holding of De Vere Shares at the Record Date. De Vere
Shares tendered in excess of those representing the Relevant Percentage of such
accepting De Vere Shareholder's holding will be accepted from each De Vere
Shareholder in the same proportion to the extent necessary to enable GPG to
acquire 28.5 million De Vere Shares pursuant to the Partial Offer. Any further
excess tenders of De Vere Shares will not be accepted. Further details of the
scaling down provisions are set out at paragraph 2(c) of Appendix I to this
announcement.

GPG will draw to the attention of De Vere Shareholders in the Offer Document
(and any subsequent documents or announcements relating to the Partial Offer
issued during the offer period) their rights to accept the Partial Offer and of
the importance of being entered on the register of members of De Vere at the
Record Date in order to be able to participate in the Partial Offer.

In accordance with the City Code, the Partial Offer cannot become unconditional
as to acceptances unless acceptances are received for at least the full number
of shares for which the Partial Offer is being made. Further, because GPG would
thereby hold more than 30 per cent. of the De Vere Shares, and in compliance
with the City Code, the Partial Offer will also be conditional on its approval
by De Vere shareholders holding over 50 per cent. of the voting rights in De
Vere, excluding those already held by the GPG Group.

The Partial Offer will be subject to the conditions and further terms set out in
Appendix I to this announcement and to be set out in the Offer Document and the
Form of Acceptance.

Information relating to the GPG Group

GPG Group is an investment group with a diversified range of strategic interests
in a number of businesses, mainly in Europe and Australasia. Its investment
portfolio covers a spread of investments and is widely diversified both
geographically and sectorially.

GPG plc, the parent company of GPG, is listed on the London, Australian and New
Zealand stock exchanges. As at 22 March 2004, it had a market capitalisation of
approximately £477 million. Consolidated Shareholders' Funds at 31 December 2003
were £429.8 million.

GPG is a wholly-owned, direct, subsidiary of GPG plc and was the listed parent
of the GPG group until December 2002 when GPG plc acquired GPG pursuant to a
scheme of arrangement. GPG has debt securities listed on the London and New
Zealand stock exchanges. As at 31 December 2003 GPG had Consolidated
Shareholders' Funds of £335.6 million.

Investment Record

GPG Group has an excellent track record of successful growth, a key indicator of
which is that GPG plc's shareholders' funds grew from some £49 million in 1992
to £429.8 million as at 31 December 2003. Between 1 January 1993 and 31 December
2003, GPG plc's reported net asset value per share increased at a compound
growth rate of some 18.5 per cent. per annum. During this period GPG plc's NAV
per share growth compares favourably with the capital growth rates of the FTSE,
ASX and NZSE total return indices, in particular being over twice that of the
FTSE 100 Index.

Information relating to De Vere

De Vere Group comprises the De Vere Hotels Division, Village Hotels & Leisure
Clubs, Greens health & fitness clubs and G&J Greenall distillers.

In the year to 28 September 2003 De Vere made profits before tax of £30.8
million (after an exceptional item of £8.9 million) on turnover of £312.2
million. As at 28 September 2003 De Vere Group had net assets of £580.4 million.
De Vere's market capitalisation as at 22 March 2004 was approximately £466
million.

The De Vere Hotels Division has a portfolio of 21 hotels including the Belfry in
Warwickshire and the Cavendish St. James in London. It also has an associated
timeshare operation, De Vere Resort Ownership.

Village Hotels & Leisure Clubs own or operate 14 'Villages', with two more
expected to open in 2004, and three more in the planning stage.
Greens health & fitness clubs had some 64,000 members at the end of September
2003 across its 15 clubs.

Greenall's produces a range of well-known drinks brands, having been distillers
since 1761.

Board Representation

If the Partial Offer is successful GPG will seek the appointment of Blake Nixon
and Mark Butcher (both directors of GPG) to the Board of De Vere.

Financing Arrangements

The consideration payable under the Partial Offer will be financed through the
GPG Group's existing banking facilities and from other internal cash resources.

De Vere Share Schemes

The Partial Offer will extend to any De Vere Shares issued or unconditionally
allotted as a result of the exercise of options granted under the De Vere Share
Schemes prior to the Record Date.

GPG's holdings in De Vere

As at 22 March 2004 (the business day immediately prior to the date of this
announcement), GPG held 11,446,406 De Vere Shares, representing approximately 10
per cent. of the issued ordinary share capital of De Vere.
As at 22 March 2004, the GPG Group had in place the following contracts for
differences referenced to De Vere Shares:

Date entered into    Number of De Vere      Trade price         Buy / sell
                     Shares referenced          (p)
                            to
7 January 2004            67,789              419.86               Sell

8 January 2004             9,995              419.47               Sell

9 January 2004            22,216              419.98               Sell

13 January 2004           100,000             441.304              Sell

14 January 2004            2,759               450.0               Sell

15 January 2004            9,362              451.517              Sell

16 January 2004            8,008              450.89               Sell

21 January 2004            2,608              454.93               Sell

Total                     222,737

Accordingly, these contracts for differences, which have no fixed expiry dates,
gave the GPG Group a short position in respect of 222,737 De Vere Shares.

Save as disclosed herein, neither GPG nor any of its directors, nor, to the best
of GPG's knowledge and belief, any person acting in concert with GPG, owns or
controls any De Vere Shares or has any options to purchase any De Vere Shares or
has entered into any derivative referenced to securities of De Vere which remain
outstanding.

Further details of the Partial Offer

The Partial Offer will be conditional on:

(a) GPG receiving valid acceptances for not less than 28,500,000 De Vere Shares;

(b) the approval by De Vere shareholders (other than GPG and
    persons acting in concert with it) of the making of the Partial Offer; and

(c) other usual takeover offer conditions.

Full details of these conditions are set out in Appendix I.

The De Vere Shares will be acquired by GPG 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.

Overseas Shareholders

The availability of the Partial Offer to De Vere Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. In particular, as described in Appendix I, the Partial Offer will
not be made directly or indirectly into the United States, Canada, Australia or
Japan. De Vere Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements. Details
appertaining to overseas shareholders will be contained in the Offer Document.

Documentation

The Offer Document will be posted to De Vere shareholders and, for information
only, to holders of options under the De Vere Share Schemes, within 28 days of
this announcement.

General

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

The conditions and certain further terms of the Partial Offer are set out in
Appendix I to this announcement. Appendix II contains the definitions of certain
terms used in this announcement.

Enquiries
GPG (UK) Holdings plc
Blake Nixon, Chairman        020 7484 3370

Weber Shandwick Square Mile  020 7067 0700
Kevin Smith / Josh Royston

Strand Partners Limited, which is regulated in the United Kingdom by the
Financial Services Authority, has approved the contents of this financial
promotion and its communication by GPG for the purposes of Section 21 of the
Financial Services and Markets Act 2000.

Strand Partners Limited is acting for GPG and no-one else in connection with the
Partial Offer and will not be responsible to anyone other than GPG for providing
the protections afforded to clients of Strand Partners Limited nor for giving
advice in relation to the Partial Offer.

The Partial Offer will not be made, directly or indirectly, in or into, or by
the use of the mails or any means of 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. Accordingly, except as required by applicable law,
copies of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward, distribute or
send it into the United States, Canada, Australia or Japan.




                                   APPENDIX I
           CONDITIONS AND CERTAIN FURTHER TERMS OF THE PARTIAL OFFER

The Partial Offer, which will be made by GPG, 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 Partial Offer will be made on the terms and conditions set out
in the Offer Document and the Form of Acceptance.

1.   CONDITIONS OF THE PARTIAL OFFER

The Partial 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 Partial Offer 
    (or such later time(s) and/or date(s) as GPG may, subject to the rules of 
    the City Code, decide) in respect of not less than 28,500,000 De Vere 
    Shares;

(b) De Vere shareholders holding over 50 per cent. of the voting
    rights of De Vere not held by GPG (and persons acting in concert with it)
    approving the making of the Partial Offer;

(c) 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 (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 Partial Offer or the acquisition of any De Vere
        Shares, or control (within the meaning of the City Code or otherwise) of 
        De Vere by GPG void, illegal or unenforceable or otherwise restrict, 
        restrain, prohibit, delay or interfere with the implementation thereof, 
        or impose additional conditions or obligations with respect thereto, or 
        require amendment thereof or otherwise challenge or interfere therewith;

  (ii)  require or prevent the divestiture by De Vere 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 De Vere Group or any partnership, joint venture, firm or company in 
        which any member of the De Vere Group may be interested (the 'wider De 
        Vere Group') or by GPG or GPG plc or any of their respective 
        subsidiaries or subsidiary undertakings or any associated undertaking of
        either of them or any company of which 20 per cent. or more of the 
        voting capital is held by the GPG Group or any partnership, joint 
        venture, firm or company in which any member of the GPG Group
        may be interested (the 'wider GPG Group') of all or any 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 De Vere Group or the wider GPG 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 De Vere Group or of the wider GPG Group held or owned by it or 
        to exercise management control over any member of the wider De Vere 
        Group or of the wider GPG Group;

 (iv)   require any member of the wider GPG Group or the wider De Vere
        Group to acquire or offer to acquire any shares or other securities in
        any member of the wider De Vere Group; or

  (v)   otherwise adversely affect the assets, business, profits or
        prospects of any member of the wider GPG Group or of any member of the
        wider De Vere Group;

(d) all authorisations, orders, recognitions, grants, consents,
    licences, confirmations, clearances, permissions and approvals
    ('Authorisations') necessary or appropriate for, or in respect of, the 
    Partial Offer and the proposed acquisition of any De Vere Shares, or of 
    control (within the meaning of the City Code or otherwise) of De Vere, by 
    GPG and to carry on the business of any member of the wider GPG Group or of 
    the wider De Vere Group having been obtained, on terms and in a form 
    satisfactory to GPG, from all appropriate Relevant Authorities and from any 
    persons or bodies with whom any member of the wider GPG Group or the wider
    De Vere Group has entered into contractual arrangements and all such 
    Authorisations remaining in full force and effect at the time at which the 
    Partial Offer becomes or is declared unconditional in all respects and GPG 
    having no knowledge of an intention or proposal to revoke, suspend or modify 
    or not to renew any of the same;

(e) save as publicly announced through a Regulatory Information
    Service by De Vere prior to 23 March 2004, there being no provision of any
    arrangement, agreement, licence, permit or other instrument to which any
    member of the wider De Vere 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 Partial Offer or the acquisition of any
    De Vere Shares, or control (within the meaning of the City Code or 
    otherwise) of De Vere, by GPG or otherwise, would or might, result in:

  (i) any monies borrowed by, or other indebtedness actual or contingent of, 
      any such member of the wider De Vere 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 De
      Vere 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

(viii)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 De Vere 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 (viii) of this condition (e);

(f) save as publicly announced through a Regulatory Information
    Service by De Vere prior to 23 March 2004, no member of the wider De Vere 
    Group having, since 28 September 2003:

 (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 
     De Vere and wholly-owned subsidiaries of De Vere and save for options 
     granted and for any De Vere Shares allotted upon exercise of options 
     granted under the De Vere Share Schemes prior to 23 March 2004), or 
     redeemed, purchased or reduced any part of its share capital;

(ii) sold or transferred or agreed to sell or transfer any
     Treasury Shares;

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

(iv) agreed, authorised, proposed or announced its intention to
     propose any merger or demerger or acquisition or disposal of assets or 
     shares (other than in the ordinary course of business) or to any change in 
     its share or loan capital;

 (v) issued, authorised or proposed the issue of any debentures or
     incurred any indebtedness or contingent liability;

(vi) 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 business);

(vii)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;

(viii)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);

 (ix) taken any action nor having had any steps taken or legal
      proceedings started or threatened against it for its winding-up or 
      dissolution or for it to enter into any arrangement or composition for the
      benefit of its creditors, or for the appointment of a receiver, 
      administrator, trustee or similar officer if it or any of its assets 
      (or any analogous proceedings or appointment in any overseas jurisdiction);

 (x)  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;

(xi)  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 De Vere;

(xii) waived, compromised or settled any claim which is material in
      the context of the wider De Vere Group; or

(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);

(g) since 28 September 2003, save as publicly announced through a
    Regulatory Information Service by De Vere prior to 23 March 2004:

 (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 De Vere 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 De Vere
     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 
     De Vere Group having been threatened, announced or instituted or remaining
     outstanding; and 

(h) GPG not having discovered that:

 (i) the financial, business or other information concerning the
     wider De Vere Group as contained in the information publicly announced or
     disclosed at any time by or on behalf of any member of the wider De Vere 
     Group either contains a misrepresentation of fact or omits to state a fact
     necessary to make the information contained therein not misleading; or

(ii) any member of the wider De Vere Group is subject to any
     liability, contingent or otherwise, which is not disclosed in the annual
     report and accounts of De Vere for the financial year ended 28 September 
     2003 or has not otherwise been publicly announced through a Regulatory 
     Information Service by De Vere prior to 23 March 2004.

GPG reserves the right to waive, in whole or in part, all or any of conditions
(c) to (h) inclusive. GPG 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.

The Partial Offer will lapse unless the conditions set out above (other than
condition (a)) are fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by GPG 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 Partial Offer or the date on which the Partial Offer becomes
unconditional as to acceptances, or such later date as GPG may, with the consent
of the Panel, decide. GPG shall be under no obligation to waive or treat as
satisfied any of conditions (c) to (h) inclusive by a date earlier than the
latest date specified above for the satisfaction thereof, notwithstanding that
the other conditions of the Partial 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.

The Partial Offer will lapse if it is referred to the Competition Commission
before 3.00 p.m. on the first closing date of the Partial Offer or the date on
which the Partial Offer becomes unconditional as to acceptances, whichever is
the later. If the Partial Offer so lapses the Partial Offer will cease to be
capable of further acceptance and accepting De Vere Shareholders and GPG will
cease to be bound by acceptances received before the time when the Partial Offer
lapses.

2. CERTAIN FURTHER TERMS OF THE PARTIAL OFFER

(a) The Partial Offer will extend to any De Vere Shares unconditionally allotted
or issued pursuant to the exercise of options granted under the De Vere Share
Schemes prior to the Record Date.

(b) The De Vere Shares will be acquired by GPG 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) If the Partial Offer becomes or is declared unconditional in all respects
and acceptances have been received in respect of more than the 28,500,000 De
Vere Shares in respect of which the Partial Offer is made, the excess arising
will be eliminated by the scaling down of each De Vere Shareholder's excess
acceptance over the Relevant Percentage of his holding of De Vere Shares at the
Record Date pro rata to the total of excess acceptances so as to result in GPG
acquiring a total of 28,500,000 De Vere Shares pursuant to the Partial Offer. By
9.00 a.m. on the second business day following closure of the Partial Offer, an
announcement will be made stating the basis of such scaling down. In relation to
any calculation involving numbers or percentages of De Vere Shares, GPG may, in
its absolute discretion, round up or round down any number of De Vere Shares
which is not a whole number, provided that all De Vere Shareholders are treated
on the same basis.

(d) The Partial 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 Partial 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.

                                  APPENDIX II
                                  DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:

'AGM'                          Annual General Meeting;

'Australia'                    the Commonwealth of Australia, its states,
                               territories and possessions;

'Board' or 'De Vere Board'     the board of directors of De Vere;

'business day'                 a day, not being a Saturday, Sunday or public
                               holiday, on which banks in London are open for
                               general non-automated business;

'Canada'                       Canada, its provinces and territories and all
                               areas subject to its jurisdiction and any
                               political sub-division thereof;

'City Code'                    the City Code on Takeovers and Mergers;

'Companies Act'                the Companies Act 1985 (as amended);

'De Vere'                      De Vere Group Plc;

'De Vere Group'                De Vere, its subsidiaries and subsidiary
                               undertakings;

'De Vere Hotels Division'      the De Vere Hotels division of De Vere;

'De Vere Shareholders'         holders of De Vere Shares who are entered on
                               the register of members of De Vere at or
                               before the Record Date and remain on the
                               register of members of De Vere at the Record
                               Date;

'De Vere Shares'               the existing unconditionally allotted or
                               issued and fully paid ordinary shares of 222/9
                               pence each in the capital of De Vere (but
                               excluding any Treasury Shares held by De Vere)
                               and any further such shares which are
                               unconditionally allotted or issued and fully
                               paid prior to the Record Date pursuant to the
                               exercise of options granted under the De Vere
                               Share Schemes;

'De Vere Share Schemes'        the 2001 De Vere Group Plc Executive Share
                               Option Scheme, the De Vere Group Plc Executive
                               Share Option Schemes 1984 and 1995 and the De
                               Vere Sharesave Schemes 1981, 1995 and 2002;

'Form of Acceptance'           the form of acceptance for use in connection
                               with the Partial Offer which will accompany
                               the Offer Document;

'GPG'                          GPG (UK) Holdings plc;

'GPG Group'                    GPG plc, its subsidiaries and subsidiary
                               undertakings;

'GPG plc'                      Guinness Peat Group plc;

'Japan'                        Japan, its cities and prefecture, territories
                               and possessions;

'Listing Rules'                the listing rules issued by the UK Listing
                               Authority pursuant to Part VI of the Financial
                               Services and Markets Act 2000;

'Offer Document'               the document to be posted to De Vere
                               shareholders by GPG containing the terms and
                               conditions of the Partial Offer;

'Panel'                        the Panel on Takeovers and Mergers;

'Partial Offer'                the partial cash offer to be made by GPG to
                               acquire 28,500,000 De Vere Shares not already
                               owned by the GPG Group on the terms and
                               subject to the conditions to be set out in the
                               Offer Document and the Form of Acceptance, and
                               including, where the context so requires, any
                               subsequent revision, variation, extension or
                               renewal of such offer;

'Partial Offer Price'          415 pence per De Vere Share;

'Record Date'                  the close of business on the business day
                               immediately preceding the date on which the
                               Partial Offer becomes unconditional as to
                               acceptances (or such earlier date as GPG may,
                               with the consent of the Panel, decide);

'Regulatory Information        an information dissemination service approved

Service'                       by the UK Listing Authority for the purposes
                               of the Listing Rules for the dissemination of
                               regulatory information, such approved services
                               being set out in Schedule 12 of the Listing
                               Rules;

'Relevant Percentage'          the figure (expressed as a percentage) which
                               is calculated by dividing 28,500,000 by the
                               aggregate number of De Vere Shares at the
                               Record Date not already owned by the GPG
                               Group;

'subsidiary' and 'subsidiary   have the meanings given to them in the

undertaking'                   Companies Act;
'Treasury Shares'              shares held as treasury shares as defined in

                               Section 162A(3) of the Companies Act;
'UK' or 'United Kingdom'       the United Kingdom of Great Britain and
                               Northern Ireland;

'UK Listing Authority'         the Financial Services Authority as the
                               competent authority for listing in the United
                               Kingdom under Part VI of the Financial
                               Services and Markets Act 2000; and

'United States'                the United States of America, its territories
                               and possessions, any state of the United
                               States of America, the District of Columbia,
                               and all other areas subject to its
                               jurisdiction.




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