Further re offer

Terrace Hill Group PLC
19 January 2004

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





19 January 2004



                             RECOMMENDED CASH OFFER


                                      with


                               SHARE ALTERNATIVE


                                       by


                    TERRACE HILL GROUP PLC ('TERRACE HILL')



                                      for



                   GROSVENOR LAND HOLDINGS PLC ('GROSVENOR')





                        OFFER NOW MANDATORY UNDER RULE 9





Terrace Hill refers to the announcement released on 14 January 2004 of a
recommended Cash Offer, with Share Alternative, by Terrace Hill to acquire the
entire issued and to be issued share capital of Grosvenor not already owned or
controlled by the Terrace Hill Concert Party.



At the date of its recommended Cash Offer the Terrace Hill Concert Party
comprised Terrace Hill, Hodgson & Faraday, Mr Douglas Blausten, Mr Simon
Blausten and Mr Stephen Massey.



On 14 January 2004, Terrace Hill acquired 8,375,000 Grosvenor Shares and on 15
January 2004 a further 350,000 Grosvenor Shares taking its current holding to
8,725,000 Grosvenor Shares or 25.25 per cent of the existing issued share
capital of Grosvenor.



Mr Stephen Massey currently holds 412,335 Grosvenor Shares representing 1.19 per
cent of the existing issued share capital of Grosvenor.



Following Hodgson & Faraday's announcement today that its offer for Oakburn has
become unconditional in all respects, Oakburn has now joined the Terrace Hill
Concert Party.  Oakburn currently holds 10,141,472 Grosvenor Shares representing
29.34 per cent of the existing issued share capital of Grosvenor.



Accordingly, the Terrace Hill Concert Party now holds 19,278,807 Grosvenor
Shares representing 55.78 per cent of the existing issued share capital of
Grosvenor, and as a result, Terrace Hill's recommended Cash Offer for Grosvenor
has become mandatory under Rule 9 of the City Code.



Grosvenor Shareholders should note that the only condition to the mandatory
recommended Cash Offer, being the acceptance condition, remains unchanged from
that contained in the Terrace Hill recommended Cash Offer announcement of 14
January 2004 and which complies with Rule 9.3 of the Code.



Precise dates and further details, including the terms and condition of the
mandatory recommended Cash Offer and Share Alternative, will be specified in the
Offer Document and which will be sent to Grosvenor Shareholders and, for
information purposes only, to Grosvenor Share Option Holders.



Terms defined in the recommended Cash Offer announcement of 14 January 2004 bear
the same meanings when used in this announcement.



The directors of Terrace Hill accept responsibility for the information
contained in this announcement.  To the best of the knowledge and belief of the
directors of Terrace Hill (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.





Enquiries:



Mercantile Securities (Scotland) Limited                     Mandy Kelly
(Advisers to Terrace Hill Group PLC)                         Tel: [phone]


Noble & Company Limited                                      Matthew Hall
(Nominated Adviser to Terrace Hill Group PLC)                Tel: [phone]


This announcement does not constitute an offer or an invitation to purchase any
securities or a solicitation or an offer to buy any securities, pursuant to the
Cash Offer or otherwise.



The Cash Offer will not be made, directly or indirectly, in or into, or by the
use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a securities exchange of, the United States, Canada,
Australia or Japan and the Cash Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or within the United States,
Canada, Australia or Japan.  Accordingly, none of the Offer Document, the
accompanying Form of Acceptance, this announcement nor any related offering
documents are being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from, the United States,
Canada, Australia or Japan and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance of the Cash Offer.



The making of the Cash Offer to persons not resident in the United Kingdom, or
who are citizens, residents or nationals of jurisdictions outside the United
Kingdom or who are nominees of, or custodians or trustees for, citizens,
residents or nationals of other countries ('overseas shareholders'), may be
prohibited or affected by the laws of the relevant overseas jurisdictions.  Such
overseas shareholders should inform themselves about and observe any applicable
legal requirements.



The contents of this announcement have been approved for the purposes of Section
21 of The Financial Services and Markets Act 2000 by Mercantile Securities
(Scotland) Limited, which is authorised and regulated in the United Kingdom by
The Financial Services Authority.



Mercantile Securities (Scotland) Limited is acting exclusively for Terrace Hill
and for no one else in connection with the Cash Offer and the Share Alternative
and is not advising any other person or treating any other person as its client
in relation thereto, and will not be responsible to anyone other than Terrace
Hill for providing the protections afforded to customers of Mercantile
Securities (Scotland) Limited, nor for giving advice in relation to the Cash
Offer and the Share Alternative, the contents of this announcement or any other
matters referred to herein.



MacArthur & Co Limited is acting exclusively for the Independent Directors of
Grosvenor and for no one else in connection with the Cash Offer and the Share
Alternative and is not advising any other person or treating any other person as
its client in relation thereto, and will not be responsible to anyone other than
the Independent Directors of Grosvenor for providing the protections afforded to
customers of MacArthur & Co Limited, nor for giving advice in relation to the
Cash Offer and the Share Alternative, the contents of this announcement or any
other matters referred to herein.



END


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