GHL Gresham Hotel

RNS Number:9809Y
Precinct Investments Ltd
21 May 2004

Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so.


FOR IMMEDIATE RELEASE

21 May 2004

                            RECOMMENDED CASH OFFERS
                                       BY
                           DELOITTE CORPORATE FINANCE
                                  ON BEHALF OF
                          PRECINCT INVESTMENTS LIMITED
                                      FOR
                            GRESHAM HOTEL GROUP PLC

Pre-conditions satisfied

Introduction

The directors of Precinct announce that the Pre-conditions to the Offers have
been satisfied.

Satisfaction of Pre-conditions

Precinct has received irrevocable undertakings to accept the Ordinary Share
Offer from the directors of Gresham who intend to recommend the Offers in
respect of their entire holdings of Ordinary Shares totalling, in aggregate,
967,983 Ordinary Shares representing approximately 1.2 per cent. of the existing
issued ordinary share capital of Gresham, as follows:
     
(a)  from Patrick Coyle, in respect of 722,143 Ordinary Shares owned or 
     controlled by him;
      
(b)  from Robert Bastow, in respect of 40,840 Ordinary Shares owned or 
     controlled by him;
      
(c)  from Donal Chambers, in respect of 35,000 Ordinary Shares owned or 
     controlled by him;

(d)  from Jim O'Leary, in respect of 70,000 Ordinary Shares owned or controlled 
     by him; and

(e)  from Tom Byrne, in respect of 100,000 Ordinary Shares owned or controlled 
     by him.

Precinct has received irrevocable undertakings to accept the Ordinary Share
Offer from certain employees of the Gresham Group in respect of, in aggregate,
339,385 Ordinary Shares representing approximately 0.4 per cent. of the existing
issued ordinary share capital of Gresham, as follows:
     
(a)  from Elizabeth Kenny, in respect of 38,533 Ordinary Shares owned or 
     controlled by her;

(b)  from Amanda Brennan, in respect of 15,000 Ordinary Shares owned or 
     controlled by her;

(c)  from Domenico Venosi, in respect of 14,607 Ordinary Shares owned or 
     controlled by him; and

(d)  from Paul McCracken, in respect of 271, 245 Ordinary Shares owned or 
     controlled by him.

Precinct has received irrevocable undertakings to accept the Ordinary Share
Offer from other Gresham Shareholders in respect of, in aggregate, 3,617,891
Ordinary Shares representing approximately 4.6 per cent. of the existing issued
ordinary share capital of Gresham, as follows:
     
(a)  members of the Walsh Family, in respect of 2,751,591 Ordinary Shares owned 
     or controlled by them; and

(b)  members of the Lyne Family, in respect of 866,300 Ordinary Shares owned or 
     controlled by them.

Precinct has therefore received irrevocable undertakings to accept the Ordinary
Share Offer in respect of, in aggregate, 4,925,259 Ordinary Shares representing
6.2 per cent. of the existing ordinary share capital of Gresham.

Precinct has received irrevocable undertakings to accept the Share Option
Proposal from the holders of Gresham Share Options who have been granted options
to subscribe for, in aggregate, 1,885,000 Ordinary Shares, representing all the

Gresham Share Options which have been granted but not exercised or lapsed.

Each of the irrevocable undertakings received by Precinct will cease to be
binding in the event that:

*    the Offer Document has not been posted on or before the date which is 28 
     (twenty-eight) days after the date of this announcement; or

*    the Ordinary Share Offer is withdrawn or lapses.

In addition, the irrevocable undertakings received from members of the Walsh
Family and members of the Lyne Family will cease to be binding in the event that
an offer to acquire the entire issued share capital of Gresham (other than the
Offers) is announced pursuant to Rule 2.5 of the Irish Takeover Rules under
which the holders of Ordinary Shares are entitled to receive at least Euro1.30 in
cash or other consideration or a combination thereof for each Ordinary Share.

Other information

The conditions and terms of the Offers are contained in the full text of the
pre-conditional announcement issued by the directors of Precinct and the Board
of Gresham earlier today. Terms defined in that pre-conditional announcement
have the same meaning in this announcement.

This announcement, together with the pre-conditional announcement issued by the
directors of Precinct and the Board of Gresham earlier today, constitute an
announcement of a firm intention to make the Offers for the purposes of Rule 2.5
of the Irish Takeover Rules.


Enquiries

Precinct
Wilson Hartnell Public Relations           Telephone:       +353 1 669 0030
Brian Bell                                 Mobile :         +353 87 243 6130

Deloitte Corporate Finance
David O'Flanagan                           Telephone:       +353 1 417 2200
Kevin Beary
Jonathan Hinton                            Telephone:       +44 20 7936 3000


Deloitte Corporate Finance, a division of Deloitte & Touche which is a
partnership organised under the laws of Ireland and which is authorised by the
Institute of Chartered Accountants in Ireland to carry on investment business in
Ireland, is acting exclusively for Precinct and no one else in connection with
the Offers and will not be responsible to anyone other than Precinct for
providing the protections afforded to clients of Deloitte Corporate Finance or
for providing advice in relation to the Offers, the contents of this
announcement or any transaction or arrangement referred to herein.

The availability of the Offers to persons not resident in Ireland or the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are resident. Persons who are not resident in Ireland or the United Kingdom
should obtain advice and observe any applicable requirements. Unless otherwise
determined by Precinct, the Offers will not be made, directly or indirectly, in,
into or from Australia, Canada, Japan, South Africa, the United States or any
other jurisdiction where it would be unlawful to do so, or by use of the mails,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce,  or by any
facility of a national securities exchange of Australia, Canada, Japan, South
Africa, the United States or any other jurisdiction where it would be unlawful
to do so, and the Offers will not be capable of acceptance by any such use,
means, instrumentality or facility from or within Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so. Accordingly, copies of this announcement and any related
offering documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from Australia, Canada, Japan, South Africa, the
United States or any other jurisdiction where it would be unlawful to do so and
persons receiving such documents (including custodians, nominees and trustees)
must not distribute or send them in, into or from Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so, as doing so may invalidate any purported acceptance of the
Offers.

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

This announcement does not constitute an offer to purchase or an invitation to
subscribe for any securities.

Any person who is the holder of one per cent. or more of any class of shares in
Gresham may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules effective from 14 November 2003 (the date of the commencement of
the offer period in respect of the Offers).

                      This information is provided by RNS
            The company news service from the London Stock Exchange
END
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