Further re Grosvenor offer

Terrace Hill Group PLC
09 March 2004

Terrace Hill Group plc





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


Undernoted is a copy of a letter that has been sent to shareholders of Grosvenor



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)





8 March 2004



As at 12 noon today, Terrace Hill have received valid acceptances, complete in
all respects, in respect of 12,287,811 Grosvenor Shares being 35.56% of the
total Grosvenor Shares, of which total, holders of 3,192,165 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 810,226 Grosvenor Shares being 2.34% 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 93.67%.
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.



We have today arranged the announcement of notification of delisting of
Grosvenor Shares from AIM and we expect that the Grosvenor Shares will be
delisted on 6 APRIL 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 ARE REMINDED
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.



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, 16 and 27
February 2004.


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