Offer Update

GPG (UK) Holdings PLC 24 May 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. 24 May 2004 GPG (UK) Holdings plc Increased Partial Cash Offer of 430p for De Vere Group Plc GPG is today posting the offer document for its increased partial offer to De Vere shareholders of De Vere of 430 pence per De Vere Share ('Increased Partial Offer'). The key points contained in the Increased Offer Document are summarised below. In the Increased Offer Document GPG notes that: •De Vere has traded at a substantial and persistent discount to net asset value for the past three years •The stockmarket chronically undervalues the De Vere Hotels Division - this is a structural valuation issue •Carl Leaver, De Vere's Chief Executive, admits it will take three years before the success of his plans to improve shareholder value can be judged: this is simply too long •The De Vere Board's proposed strategy fails to tackle the structural valuation issue •De Vere has yet to reveal the underlying asset value of its De Vere Hotels Division. What does the Board believe the De Vere Hotels Division is worth? • The proposed 'OpCo/PropCo' deal with Sun Capital to acquire Premier Lodge is the wrong structure and the wrong proposal. Why should De Vere shareholders mortgage their future to benefit Sun Capital? •The De Vere Board is refusing to confront the issue of maximising value for the benefit of all De Vere shareholders in a timely manner GPG's proposal: •Is increased to 430 pence per De Vere Share •Remains the only concrete plan for addressing the structural valuation issue and maximising value •Gets to the heart of the issue •Addresses the problem in a realistic timeframe •Benefits all De Vere shareholders •Offers certainty of cash now and participation in proposals for maximisation of value GPG continues to believe that: • The De Vere Hotels Division is worth significantly more as a private business. GPG's objective would be to achieve a sale value in excess of £550 million before transaction costs • A sale of the De Vere Hotels Division can be achieved in a cost effective manner and transaction costs need not materially reduce net proceeds on a disposal Blake Nixon, Chairman of GPG, commented: 'In the two months since our Original Partial Offer was announced the De Vere Board has steadfastly refused to give shareholders any indication of what the existing De Vere Hotels Division is worth; although at the same time, we have no doubt, incurring significant valuation fees in respect of its proposed Premier Lodge tender. Instead, De Vere has attempted to sidestep the key issue through a combination of promises of jam tomorrow, a speculative strategy to grow out of trouble via the potential acquisition of Premier Lodge, and vague assertions in respect of peripheral aspects of our proposal. Shareholders have been treated with disdain by the De Vere Board. Our Increased Partial Offer enables De Vere shareholders to assert appropriate influence on the De Vere Board to effect the disposal of the De Vere Hotels Division for the benefit of all De Vere shareholders.' Enquiries: GPG (UK) Holdings plc 020 7484 3370 Blake Nixon, Chairman Weber Shandwick Square Mile 020 7067 0700 Kevin Smith / Josh Royston Unless the context otherwise requires, terms used in this announcement shall have the same meanings given to them in the Offer Document dated 19 April 2004 and in the Increased Offer Document. 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 Increased 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 Increased Partial Offer. The Increased Partial Offer is not being and 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 Increased 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. This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings