Offer for Ryland Group PLC

Guinness Peat Group PLC
8 July 2002

For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA

                                                                     8 July 2002

Ryland Group plc

    Mandatory cash offer by Deloitte & Touche Corporate Finance on behalf of
              Guinness Peat Group plc to acquire Ryland Group plc


  • Deloitte & Touche Corporate Finance announces a cash offer of 120 pence
    per Ryland Share on behalf of Guinness Peat Group to acquire the entire
    issued share capital of Ryland other than the 8,894,340 Ryland Shares,
    representing 30.01 per cent. of the total issued ordinary share capital of
    Ryland, already held by it. The Offer values the total issued ordinary share
    capital of Ryland at approximately £35.6 million.

  • The Offer is being made in accordance with Rule 9 of the City Code
    following an acquisition of 5,000 Ryland Shares on 8 July 2002 by Guinness
    Peat Group.

  • The Offer will become wholly unconditional once valid acceptances have
    been received in respect of such number of Ryland Shares as, together with
    the Ryland Shares held by Guinness Peat Group, carries more than 50 per
    cent. of the voting rights normally exercisable at general meetings of
    Ryland.

Commenting on the Offer, Blake Nixon, UK Executive Director of GPG, said:

'GPG continues to believe Ryland's shares are attractive at currently prevailing
prices. We have purchased Ryland Shares today at a price of 120 pence per share
and are pleased to announce that we shall be offering this price to the
remaining shareholders of Ryland.'



Enquiries:
Guinness Peat Group                                   Tel: [phone]
Blake Nixon                                           UK Executive Director
Mark Butcher                                          Senior Investment Manager

Deloitte & Touche Corporate Finance                   Tel: [phone]
Robin Binks                                           Partner


Weber Shandwick Square Mile                           Tel: [phone]
Kevin Smith                                           Director

Deloitte & Touche Corporate Finance is acting for GPG in connection with the
Offer and no-one else and will not be responsible to anyone other than GPG for
providing the protections offered to clients of Deloitte & Touche Corporate
Finance nor for providing advice in relation to the Offer. Deloitte & Touche
Corporate Finance is a division of Deloitte & Touche which is authorised by the
Financial Services Authority in respect of regulated activities. Deloitte &
Touche can be contacted at its principal office: Stonecutter Court, 1
Stonecutter Street, London EC4A 4TR.

The Offer is not being made directly or indirectly in or into the United States,
Canada, Japan or Australia. 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, Japan or Australia.

The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.

The GPG Directors accept responsibility for the information contained in this
announcement save that the only responsibility accepted by them in respect of
such information as relates to Ryland (which has been compiled from public
records) has been to ensure that such information has been correctly and fairly
reproduced and presented. Subject as aforesaid, to the best of the knowledge and
belief of the GPG Directors (who have taken all reasonable care to ensure that
such is the case), such information is in accordance with the facts and does not
omit anything likely to affect the import of such information.

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.

This summary should be read in conjunction with the full text of this
announcement. Appendix II of this announcement contains definitions of certain
expressions used in this announcement.





NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA

                                                                     8 July 2002

Ryland Group plc

    Mandatory cash offer by Deloitte & Touche Corporate Finance on behalf of
              Guinness Peat Group plc to acquire Ryland Group plc


 1. Introduction

    Today Guinness Peat Group acquired 5,000 Ryland Shares, representing
    approximately 0.02 per cent. of the total issued share capital of Ryland, at
    a price of 120 pence per Ryland Share. GPG already held 8,889,340 Ryland
    Shares (representing approximately 29.99 per cent. of the issued share
    capital of Ryland). As a result of the purchase made today, the holding of
    GPG in the Company has increased to 8,894,340 Ryland Shares, representing
    approximately 30.01 per cent. of the entire issued ordinary share capital of
    Ryland. Accordingly, pursuant to Rule 9 of the City Code, GPG is required to
    make an offer for the entire issued share capital of Ryland not already held
    by it.

    Deloitte & Touche Corporate Finance therefore announces the terms of a
    mandatory cash offer to be made on behalf of GPG for the remaining issued
    share capital of Ryland at a price of 120 pence per Ryland Share.

 2. The Offer

    The Offer, which will be made on the terms and subject to the condition set
    out in Appendix I of this announcement, and subject to the further terms to
    be set out in the Offer Document and in the relevant form of acceptance,
    will be made on the following basis:

                      for each Ryland Share       120 pence in cash

    The Offer values the whole of Ryland's issued share capital at approximately
    £35.6 million. The Offer price represents a premium of approximately 2.1 per
    cent. to the closing middle market price of 117.5 pence per Ryland Share on
    5 July 2002, being the last business day prior to the publication of this
    announcement.

    The Offer will extend to all Renfrew Shares which are not held by GPG and
    will remain open for acceptance, subject to the provisions of Appendix I of
    this announcement, until 3 p.m. on the twenty-first day after the date of
    posting of the Offer Document or (if that day is a Saturday, Sunday or a
    public holiday) on the next succeeding business day (or such later time(s)
    and/or date(s) as GPG may, subject to the City Code, decide).

 3. Background to and reasons for the Offer

    GPG has a history of investing in the retail motor trade, both in the UK and
    overseas. GPG believed that Ryland's value was not adequately recognised in
    its share price when it first acquired a shareholding in Ryland in August
    2000. Since that time GPG has continued to acquire further shares in Ryland.
    GPG is willing to acquire any Ryland Shares available at 120 pence per share
    and has therefore purchased 5,000 shares that it was offered at this price
    and in doing so has triggered an obligation under the City Code to extend
    the Offer to all Ryland Shareholders. GPG is not seeking to achieve any
    particular shareholding as a result of the Offer. In the event the Offer
    results in GPG obtaining representation on the Ryland Board, GPG intends to
    work with Ryland management to grow the value of the Group.

 4. Information on Ryland

    Ryland is a public company incorporated in England whose shares are listed
    on the London Stock Exchange. Its operations are based in the UK and
    comprise the sale, distribution and servicing of new and used cars and
    commercial vehicles together with the sale of parts and accessories.

    For the year ended 31 December 2001, Ryland's consolidated turnover was
    £642.3 million (2000: £694.2 million) and profit before taxation was £1.1m
    (2000: loss of £5.9 million). Net assets at 31 December 2001 were £28.0
    million.

 5. Information on GPG

    GPG is a strategic investment holding company whose shares are listed on the
    London Stock Exchange, the Australian Stock Exchange and the New Zealand
    Stock Exchange. GPG invests globally in a wide range of sectors.

    For the year ended 31 December 2001, GPG's consolidated turnover was £350.8
    million (2000: £148.2 million) and profit before taxation was £55.9 million
    (2000: £21.0 million). Net assets at 31 December 2001 were £335.9 million.

 6. Management and employees

    GPG confirms that, following the Offer becoming or being declared
    unconditional in all respects, the existing employment rights, including
    pension rights, of management and employees of Ryland will be fully
    safeguarded.

 7. Ryland Share Schemes

    The Offer will extend to any Ryland Shares issued or unconditionally
    allotted fully paid (or credited as fully paid) as a result of the exercise
    of options or other rights or entitlements granted under the Ryland Share
    Schemes while the Offer remains open for acceptance (or, subject to the
    provisions of the City Code, until such earlier date or dates as Guinness
    Peat Group may determine).

 8. Financing of the Offer

    Deloitte & Touche Corporate Finance is satisfied that sufficient resources
    are available to GPG to satisfy full acceptance of the Offer, which would
    involve a maximum cash payment of approximately £25.7 million.

 9. Disclosure of interests in Ryland

    As at 5 July 2002 (being the last business day prior to the publication of
    this announcement), neither GPG, nor any of its directors, nor, so far as
    GPG is aware, any person acting or deemed to be acting in concert with it,
    owns or controls any Ryland Shares or has any options to acquire any Ryland
    Shares, save for the 8,894,340 Ryland Shares referred to in paragraph 1
    above.

10. Further details of the Offer


    Deloitte & Touche Corporate Finance, on behalf of GPG, will despatch the
    Offer Document, setting out full details of the Offer, and the related form
    of acceptance, as soon as practicable.

The definitions of terms used in this announcement are contained in Appendix II.

Enquiries:
Guinness Peat Group                                   Tel: [phone]
Blake Nixon                                           UK Executive Director
Mark Butcher                                          Senior Investment Manager

Deloitte & Touche Corporate Finance                   Tel: [phone]
Robin Binks                                           Partner


Weber Shandwick Square Mile                           Tel: [phone]
Kevin Smith                                           Director

Deloitte & Touche Corporate Finance is acting for GPG in connection with the
Offer and no-one else and will not be responsible to anyone other than GPG for
providing the protections offered to clients of Deloitte & Touche Corporate
Finance nor for providing advice in relation to the Offer. Deloitte & Touche
Corporate Finance is a division of Deloitte & Touche which is authorised by the
Financial Services Authority in respect of regulated activities. Deloitte &
Touche can be contacted at its principal office: Stonecutter Court, 1
Stonecutter Street, London EC4A 4TR.

The Offer is not being made directly or indirectly into the United States,
Canada, Japan or Australia. 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, Japan or Australia.

The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.

The GPG Directors accept responsibility for the information contained in this
announcement save that the only responsibility accepted by them in respect of
such information as relates to Ryland (which has been compiled from public
records) has been to ensure that such information has been correctly and fairly
reproduced and presented. Subject as aforesaid, to the best knowledge and belief
of the GPG Directors (who have taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.

References to Ryland's total issued ordinary share capital assume the number of
Ryland Shares currently in issue to be 29,636,345, as disclosed in the annual
report and accounts of Ryland for the year ended 31 December 2001 (the
'Accounts'). The reference in paragraph 8 above to a total cash payment of £25.7
million under the Offer assumes (i) that the number of Ryland Shares currently
in issue is as described above, (ii) the exercise of the options over 687,498
Ryland Shares disclosed in the Accounts and (iii) the deduction of the 8,894,340
Ryland Shares currently held by GPG.



                                   Appendix I

                    Condition and certain terms of the Offer


 1. The Offer is subject to valid acceptances being received (and not, where
    permitted, withdrawn) by 3 p.m. on the first closing date of the Offer (or
    such later time(s) and/or date(s) as GPG may, subject to the City Code,
    decide) in respect of such number of Ryland Shares which, together with the
    Ryland Shares acquired or agreed to be acquired by GPG or parties acting in
    concert with it before or during the Offer Period, will result in GPG and
    any party acting in concert with it holding Ryland Shares which together
    carry more than 50 per cent. of the voting rights normally exercisable at
    general meetings of Ryland, including for this purpose, to the extent (if
    any) required by the Panel, any voting rights attaching to Ryland Shares
    which are unconditionally allotted or issued before the Offer becomes
    unconditional whether pursuant to the exercise of conversion or subscription
    rights or otherwise.

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

 3. The Offer is not being made directly or indirectly in or into the United
    States, Canada, Japan or Australia. 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, Japan or Australia.

 4. The Offer will lapse if the acquisition of Ryland Shares pursuant to the
    Offer is referred to the Competition Commission by the Secretary of State
    for Trade and Industry on or before the later of 3 p.m. on the first closing
    date of the Offer and the date on which the Offer becomes or is declared
    unconditional.

 5. The Ryland Shares which are the subject of the Offer will be acquired, fully
    paid, free from all liens, charges, encumbrances, rights of pre-emption and
    any other third party rights of any nature whatsoever and together with all
    rights now or hereafter attaching thereto, including the right to receive
    and retain in full all dividends and other distributions, if any, declared
    made or paid after the date hereof.

 6. The Offer will comply with the rules and regulations of the Listing Rules of
    the UK Listing Authority and the provisions of the City Code. The Offer and
    any acceptances under it will be governed by English law and be subject to
    the jurisdiction of the courts of England.





                                  Appendix II

                                  Definitions

The following definitions apply throughout this press announcement, unless the
context requires otherwise:
'Australia'                                   the commonwealth of Australia, its states, territories or possessions;
'Canada'                                      Canada, its provinces, 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' or 'Act'                      the Companies Act 1985, as amended;
'Deloitte & Touche Corporate Finance'         Deloitte & Touche Corporate Finance, a division of Deloitte & Touche, of
                                              Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR;
'GPG Directors'                               the directors of Guinness Peat Group plc;
'Guinness Peat Group' or 'GPG'                Guinness Peat Group plc, registered in England and Wales with number
                                              00159975;
'Japan'                                       Japan, its cities, prefectures, territories and possessions;
'Listing Rules'                               the listing rules of the UK Listing Authority;
'London Stock Exchange'                       London Stock Exchange plc;
'Offer'                                       the mandatory cash offer by Deloitte & Touche Corporate Finance on behalf
                                              of Guinness Peat Group to acquire all of the Ryland Shares not held by
                                              Guinness Peat Group on the terms and subject to the condition to be set
                                              out in the Offer Document and in the relevant form of acceptance
                                              including, where the context requires, any subsequent revision, variation,
                                              extension or renewal of such offer;
'Offer Document'                              the formal document to be sent to Ryland Shareholders by Deloitte & Touche
                                              Corporate Finance on behalf of Guinness Peat Group setting out the full
                                              terms and condition of the Offer;
'Offer Period'                                the period commencing on 8 July 2002 and ending on the twenty-first day
                                              after the date of posting of the Offer Document or (if that day is a
                                              Saturday, Sunday or a public holiday) on the next succeeding business day
                                              or, if later, the date on which the Offer is declared unconditional as to
                                              acceptances or lapses;
'Panel'                                       The Panel on Takeovers and Mergers;
'Ryland' or 'Company'                         Ryland Group plc, registered in England and Wales with number 00491856;
'Ryland Board'                                the board of directors of Ryland;
'Ryland Group'                                Ryland Group plc, its subsidiaries and subsidiary undertakings;
'Ryland Share Schemes'                        the Ryland Group Executive Share Option Scheme and the Ryland Group
                                              Sharesave Scheme;
'Ryland Shareholders'                         the holders, from time to time, of Ryland Shares;
'Ryland Shares'                               the existing issued or unconditionally allotted and fully paid (or
                                              credited as fully paid) ordinary shares of 10 pence each in the capital of
                                              Ryland and any further such shares which are unconditionally issued or
                                              allotted on or prior to the date on which the Offer closes or, subject to
                                              the provisions of the City Code, such earlier date or dates as Guinness
                                              Peat Group may determine;
'UK Listing Authority'                        the Financial Services Authority acting in its capacity as the competent
                                              authority for the purposes of Part VI of the Financial Services and
                                              Markets Act 2000;
'United Kingdom' or 'UK'                      the United Kingdom of Great Britain and Northern Ireland; and
'United States'                               the United States of America, its territories and possessions, any state
                                              of the United States of America and the District of Columbia and all other
                                              areas subject to its jurisdiction.




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