Offer Update

Grainger Trust PLC
29 April 2005

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



                                                                 29 April 2005

                               Grainger Trust plc

                Recommended cash offer for City North Group plc

                  Offer declared unconditional in all respects



JPMorgan Cazenove, on behalf of Grainger, announces that, as at 3.00 p.m. on 28
April 2005 valid acceptances of the Offer had been received in respect of
16,195,512 City North Shares (representing approximately 77.1 per cent. of the
City North Shares to which the Offer relates).  In addition, Grainger owns a
further 3,433,350 City North Shares (representing approximately 16.4 per cent.
of the City North Shares to which the Offer relates).  Accordingly, Grainger
either owns or has received valid acceptances in respect of 19,628,862 City
North Shares (representing approximately 93.5 per cent. of the City North Shares
to which the Offer relates).



Included within the valid acceptances of the Offer are elections for the Partial
Share Alternative in respect of 8,415,992 City North Shares (representing
approximately 40.1 per cent. of the City North Shares to which the Offer
relates), of which there have been elections for the Mix and Match Facility in
respect of 6,642,455 City North Shares (representing approximately 31.6 per
cent. of the City North Shares to which the Offer relates).



As announced on 15 April 2005, the Partial Share Alternative and Mix and Match
Facility have now closed.  Grainger's announcement of 22 March 2005 stated that
a maximum of 5,088,583 New Grainger Shares will be issued pursuant to the
Partial Share Alternative and the Mix and Match Facility.  Elections for the
Partial Share Alternative will be met in full such that Accepting City North
Shareholders receive 0.2423 New Grainger Shares for each City North Share held.
Total elections for the Partial Share Alternative and Mix and Match Facility
have exceeded the maximum number of New Grainger Shares to be issued.
Accordingly, elections to receive additional New Grainger Shares pursuant to the
Mix and Match Facility will be scaled down on a pro rata basis.  City North
Shareholders who validly elected to receive additional New Grainger Shares
pursuant to the Mix and Match Facility will receive 0.701375 Grainger Shares and
9.48 pence in cash per City North Share and so in proportion for any other
number of City North Shares. Fractions of New Grainger Shares will not be issued
or allotted to accepting City North Shareholders and, accordingly, fractional
entitlements to New Grainger Shares will be rounded down and paid in cash.



When valid acceptances have been received in respect of more than 90 per cent.
of the City North Shares to which the Offer relates, Grainger intends to apply
the provisions of sections 428-430F of the Companies Act 1985 to acquire
compulsorily all outstanding City North Shares on the terms of the Offer.
Accordingly, Grainger will in due course be posting formal notices pursuant to
section 429(4) of the Companies Act 1985 to those City North Shareholders who
have not yet validly accepted the Offer.



The Offer will be extended until further notice.  City North Shareholders who
hold City North Shares in certificated form and who have not yet accepted the
Offer are reminded to complete and return their Form of Acceptance as soon as
possible.  City North Shareholders who hold City North Shares in uncertificated
form and who have not yet accepted the Offer are reminded to take the necessary
steps through CREST as soon as possible.



The consideration due to City North Shareholders who have accepted the Offer for
cash will be despatched 14 days after the date of receipt of an acceptance
complete in all respects.



Subject to any applicable requirements of the UKLA, Grainger intends to procure
the making of an application by City North to the UKLA for the cancellation of
the listing of City North Shares on the Official List and to the London Stock
Exchange for the cancellation of admission to trading of City North Shares on
its main market for listed securities.



Save as disclosed above, no acceptances of the Offer have been received from
persons acting in concert with Grainger and neither Grainger nor any person
acting in concert with Grainger held any City North Shares or rights over such
shares prior to the commencement of the Offer Period nor have they acquired or
agreed to acquire any City North Shares or rights over such shares during the
Offer Period.



The Offer remains subject to the terms and conditions set out in the Offer
Document.



The definitions of certain expressions used in this announcement are contained
in the Offer Document dated 24 March 2005.







Enquiries

Grainger
Rupert Dickinson                                           020 7795 4700
Andrew Cunningham                                          0191 261 1819


JPMorgan Cazenove                                          020 7588 2828
Richard Cotton
Roger Clarke




JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Grainger and for no one else in connection
with the Offer and will not be responsible to anyone other than Grainger for
providing the protections afforded to clients of JPMorgan Cazenove or for
providing advice in relation to the Offer or any matter referred to herein or in
the Offer Document.



This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document and the Form of Acceptance.



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the law of the relevant jurisdiction.  Such persons should inform
themselves about and observe any applicable requirements.



The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, but not limited to,
facsimile transmission or other electronic transmission, telex or telephone) of
interstate or foreign commerce, or any facilities of a national, state or other
securities exchange, of the United States, nor will it be made, directly or
indirectly, in or into Canada, Australia or Japan and will not be capable of
acceptance by any such use, means, instrumentality or facilities or from within
the United States, Canada, Australia or Japan.  Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into or from, the United States, Canada, Australia or Japan.



This announcement is not an offer of securities for sale in the United States
and the New Grainger Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or under the securities laws
of any jurisdiction of the United States; the relevant clearances have not been
obtained and will not be obtained from the securities commission of any province
or territory of Canada; no prospectus in relation to the New Grainger Shares has
been, or will be, lodged with or registered by the Australian Securities &
Investments Commission; nor have any steps been taken to enable the New Grainger
Shares to be offered in Japan in compliance with applicable securities laws of
Japan. Accordingly, the New Grainger Shares may not be offered, sold, resold or
delivered directly or indirectly in or into the United States, Canada, Australia
or Japan or any other country outside the UK where to do so would lead to a
breach of any legal or regulatory requirement.



The directors of Grainger accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the directors of
Grainger (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.






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