Further re Grosvenor Offer

Terrace Hill Group PLC
1 March 2004


TERRACE HILL GROUP PLC ('the Company')


Further re Offer for Grosvenor Land Holdings PLC ('Grosvenor')


The Mandatory Recommended Cash Offer with Share Alternative for the entire
issued share capital of Grosvenor is wholly unconditional. Undernoted is a copy
of the letter being sent to shareholders of Grosvenor.



A further announcement will be made by Grosvenor on Monday 1 March 2004 in
respect of the appointment of the new directors to the board of Grosvenor as
detailed in the letter below.



Contact:

Ross Macdonald, Joint Managing Director, Terrace Hill Group PLC, 0141 332 2014







THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you
are in any doubt as to the action you should take about this announcement, you
should consult your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under The Financial Services and
Markets Act 2000 immediately.



To the Shareholders of Grosvenor Land Holdings PLC



                                  ANNOUNCEMENT
Mandatory Recommended Cash Offer with Share Alternative by Terrace Hill Group
PLC ('Terrace Hill') for the entire issued share capital of Grosvenor Land
Holdings PLC ('Grosvenor') (not already owned or controlled by Terrace Hill and
persons acting in concert with it)





27 February 2004

As at 3.00pm today Terrace Hill have received valid acceptances complete in all
respects in respect of 6,484,481 Grosvenor Shares being 18.76% of the total
Grosvenor Shares, of which total, holders of 2,979,385 Grosvenor Shares have
elected for the Share Alternative. In addition, incomplete acceptances of the
Recommended Cash Offer with Share Alternative for which documents of title are
awaited have been received for 4,958,326 Grosvenor Shares being 14.35% of the
total Grosvenor Shares.  In addition to the forgoing acceptances, the Terrace
Hill Concert Party already own or control 19,274,807 Grosvenor Shares being
55.77% of the total Grosvenor Shares. These three percentages amount to 88.88%.
In order to comply with the Takeover Code this letter is sent to all
Shareholders.  If you have accepted for all your Grosvenor Shares you need take
no action.



The Recommended Cash Offer with Share Alternative is wholly unconditional and
cheques will be despatched to those Shareholders who have validly accepted the
Recommended Cash Offer within 14 days of today's date.  Those Shareholders who
have elected to receive New Terrace Hill Shares under the Share Alternative
should note that application will be made for admission to trading on AIM of the
New Terrace Hill Shares to be allotted pursuant to the Share Alternative.  It is
anticipated that such shares will commence trading on 12 March 2004.



The Recommended Cash Offer with Share Alternative will remain open for
acceptance indefinitely.  14 days notice will be given prior to the closing of
the Recommended Cash Offer with Share Alternative.  Shareholders should however
be aware that Terrace Hill may commence the 14 day notice period at any time.
The procedure for acceptance is set out on pages 15 and 16 of the Offer
Document.  It should be noted that all acceptances are required to be signed in
the presence of a witness and accompanied by the relevant share certificate(s)
or, if you cannot find your share certificate, letter(s) of indemnity.  Further
Forms of Acceptance can be obtained by telephoning 0141 353 2620.



Other than as referred to above and in the letter by Terrace Hill dated 9
February 2004, Terrace Hill has not acquired or agreed to acquire any Grosvenor
Shares during the offer period, nor did it hold any such Shares prior to the
offer period other than the holding of 19,274,807 Grosvenor Shares owned or
controlled by the Terrace Hill Concert Party.



The Board of Grosvenor have co-opted Mr Robert Adair, Mr Nigel Turnbull, Mr Ross
Macdonald, Mr Robert Lane and Mr Thomas Walsh as new directors of Grosvenor.  Ms
Miranda Kelly has been appointed Company Secretary in place of Brendan Gorman.



Yours faithfully





D. Ross Macdonald
Joint Managing Director



This announcement should be read in conjunction with the Offer Document dated 6
February 2004 and expressions therein shall have the same meanings in this
announcement.  The Terrace Hill Directors are responsible for the information
contained in this announcement.  To the best of their knowledge and belief (and
they 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.  The
Terrace Hill Directors accept responsibility accordingly.  This announcement
has been approved for issue by Mercantile Securities (Scotland) Limited ('MSS')
for the purposes of Section 21 of the Financial Services and Markets Act 2000.
MSS, which is regulated by The Financial Services Authority, is acting for
Terrace Hill and no one else in connection with the Recommended Cash Offer and
Share Alternative and will not be responsible to any other persons for providing
the protections afforded to customers of MSS nor for giving advice in relation
to the Recommended Cash Offer and Share Alternative.



So far as the Terrace Hill Directors are aware and save as disclosed above,
there have been no material changes to any of the information set out in the
Offer Document dated 6 February 2004 and in the letters dated 9 and 16 February
2004.


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