Offer Document Posted

GPG (UK) Holdings PLC
19 April 2004


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

                             GPG (UK) Holdings plc

19 April 2004

GPG (UK) Holdings plc ('GPG') announces that the Offer Document in relation
to its Partial Offer to acquire 28.5 million shares of De Vere Group Plc, which
was announced on 23 March 2004, was posted to De Vere Group Plc shareholders
today.

A summary of the Partial Offer and reasons for it, as set out in the Offer
Document, is as follows:

- Cash offer for 28.5 million De Vere Shares at 415p per share, representing a
premium of 1.7 per cent. to the closing middle market price of 408p per De Vere
Share on 22 March 2004, the business day immediately prior to the date of the
announcement of the Partial Offer

-    GPG, as the 35 per cent. cornerstone shareholder, would initiate a much
more dynamic strategy to release the substantial value which it believes is
locked within the current structure

- GPG intends that this value be unlocked principally by way of a sale of the De
Vere Hotels Division, which it believes is unlikely in the foreseeable future to
be fully valued as part of a publicly quoted company - an issue which the De
Vere Board conspicuously failed to address in its Response Announcement

- As at 22 March 2004, the business day immediately preceding the announcement
of the Partial Offer, the market's valuation of the De Vere Hotels Division, as
implied by De Vere's overall EV/EBITDA ratio, was approximately £159 million, or
some 140 pence per share, below the De Vere Board's valuation of its net assets

- Prior to the announcement of the Partial Offer, De Vere had in fact
underperformed the FTSE Leisure and Hotels sector

- The De Vere Board has had ample opportunity to address GPG's concerns

- GPG proposes to invest the time and management resources to unlock value for
all De Vere shareholders

- In order for the Partial Offer to be successful:

   •De Vere shareholders holding over 50 per cent. of the voting rights of De
    Vere not held by the GPG Group must approve the Partial Offer; AND

   • acceptances must be received in respect of at least 28.5 million De
     Vere Shares

We commend the Partial Offer to De Vere shareholders, and strongly urge them to
register their support of the making of the Partial Offer, whether or not they
intend to accept it in respect of their own holdings of De Vere Shares.

For further enquiries:

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

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

Terms used in this announcement have the meanings given in the Offer Document.

Strand Partners Limited 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, which is regulated in the United Kingdom by the
Financial Services Authority, 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 protection afforded to clients of Strand Partners Limited nor for
giving advice in relation to the Partial Offer.

The directors of GPG accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of GPG
(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.

The Partial Offer is not being 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.

Accordingly, except as required by applicable law, copies of this announcement
and the Offer Document 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 in, into or from the United States, Canada, Australia or Japan.

De Vere shareholders should note that the entitlement to participate in the
Partial Offer depends on being entered on the register of members of De Vere at
the Record Date, which could be any date between now and 9 May 2004 or, if the
Partial Offer were to be extended beyond 10 May 2004, any date up to 17 June
2004 (or such later date as may be agreed with the Panel) depending on the
number of acceptances received and the speed at which they are received.
Notwithstanding this, if you sell or purchase De Vere Shares prior to the Record
Date please refer to the instructions relating to Qualifying Purchases set out
in the Offer Document as the purchaser may have an entitlement to participate in
the Partial Offer.

Sources and bases:

The £159 million figure given for the difference between the implied market
valuation of the De Vere Hotels Division and the De Vere Board's valuation of
its net assets is calculated by deducting the figure of £418.5 million for
implied market valuation as at 22 March 2004 from the figure of £577.1 million
for its net asset value.

The implied market valuation of the De Vere Hotels Division of £418.5 million as
at 22 March 2004 is calculated by multiplying its EBITDA of £47.5 million by the
De Vere EV/EBITDA multiple of 8.81. The EBITDA figure for the De Vere Hotels
Division of £47.5 million is sourced from De Vere's annual report and accounts
for the year ended 28 September 2003. De Vere's EV/EBITDA multiple of 8.81 is
calculated by dividing the EV of De Vere by its EBITDA. A figure of £688.94
million has been used for De Vere's EV and represents the sum of De Vere's
market capitalisation of £466.44 million as at 22 March 2004 and its net
borrowings of £222.5 million as at 28 September 2003. De Vere's EBITDA for the
year ended 28 September 2003 was £78.2 million.

The net asset value figure for the De Vere Hotels Division of £577.1 million is
the sum of £550.9 million, the net asset value figure for the division sourced
from De Vere's annual report and accounts for the year ended 28 September 2003,
and £26.2 million, the last disclosed figure for the De Vere Group headquarters
liabilities which were last reported separately in De Vere's annual report and
accounts for the 53 weeks ended 1 October 2000 and have since been included
within the De Vere Hotels business segment.

The figure of approximately 140 pence per share for the difference between the
implied market valuation as at 22 March 2004 and the net asset value is
calculated by dividing £159 million by the figure of 114,383,838 being the
number of De Vere Shares in issue.







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