Offer Update

RNS Number:3189P
Skye Leisure Ventures PLC
03 September 2003

For immediate release
3 September 2003


Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan



                             Recommended Cash Offer
                                       by

                             PricewaterhouseCoopers

                                  on behalf of

                           Skye Leisure Ventures plc

                                      for

                              Macdonald Hotels plc



                  Offer declared unconditional in all respects

On 31 July 2003 the board of Skye Leisure Ventures plc ("Skye") and the
Independent Director of Macdonald Hotels plc ("Macdonald Hotels") announced that
agreement had been reached on the terms of a recommended cash offer, to be made
by PricewaterhouseCoopers on behalf of Skye, for the entire issued and to be
issued share capital of Macdonald Hotels, other than the 534,389 Macdonald
Hotels Shares which Skye has conditionally agreed to acquire pursuant to the
Exchange Agreements.

Skye is pleased to announce that all of the conditions of the Offer have now
been satisfied or waived and that the Offer has been declared unconditional in
all respects.


*   As at 3.00 p.m. on 2 September 2003, Skye had received valid
acceptances of the Offer or had outstanding undertakings to accept or procure
acceptance of the Offer or had conditionally agreed to acquire pursuant to the
Exchange Agreements a total of 49,391,262 Macdonald Hotels Shares, representing
81.9 per cent. of the existing issued share capital of Macdonald Hotels.

*   As at 3.00 p.m. on 2 September 2003, valid acceptances of the Offer had
been received in respect of a total of 47,366,373 Macdonald Hotels Shares,
representing approximately 78.5 per cent. of the existing issued share capital
of Macdonald Hotels.

*   The Offer has been extended for a period of 14 days and will therefore
remain open for acceptance until 3.00 p.m. on 17 September 2003.  The Loan Note
Alternative will remain open for a period of 14 days and will therefore remain
open until 3.00 p.m. on 17 September 2003, on which date it will close.

*   As stated in the Offer Document, it is Skye's intention to procure that
Macdonald Hotels applies to the UKLA for the cancellation of the listing of the
Macdonald Hotels Shares on the Official List and to the London Stock Exchange
for the cancellation of the admission to trading of the Macdonald Hotels on its
market for listed securities.  It is anticipated that such cancellation will
take effect on 1 October 2003 which is twenty business days from the date from
this announcement.

*   Macdonald Hotels Shareholders who have not yet accepted the Offer and
who wish to do so are strongly encouraged to complete and return the Form of
Acceptance (whether or not their Macdonald Hotels Shares are held in CREST) as
soon as possible to Capita IRG Plc at Corporate Actions, PO Box 166, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.


On 31 July 2003, Skye announced that it had received undertakings to accept or
procure acceptance of the Offer in respect of 22,323,075 Macdonald Hotels Shares
representing 37.0 per cent. of the existing issued share capital of Macdonald
Hotels.  As at 3.00pm on 2 September 2003, valid acceptances have been received
in respect of 20,832,575 Macdonald Hotels Shares subject to these undertakings,
representing approximately 34.5 per cent. of the existing issued share capital
of Macdonald Hotels.

On 31 July 2003, Skye announced that the Founders, Senior Management and their
connected parties and HBOS Group companies who are acting, or deemed to be
acting, in concert with Skye or Uberior held, in aggregate, 20,389,317 Macdonald
Hotels Shares and options in respect of 5,445,864 Macdonald Hotels Shares
(including the Uberior Trading Option).  As at 3.00pm on 2 September 2003, valid
acceptances have been received in respect of 18,364,308 Macdonald Hotels Shares
held by these shareholders, representing approximately 30.5 per cent. of the
existing issued share capital of Macdonald Hotels.  A further 534,389 Macdonald
Hotels Shares held by these shareholders are subject to the Exchange Agreements.
The Uberior Trading Option was exercised on 2 September 2003.

Definitions used in the Offer Document dated 1 August 2003 have the same meaning
in this announcement, unless the context requires otherwise.


Enquiries:


Skye
Elizabeth Irons                                    07801 280 988 / 01506 815 265


PricewaterhouseCoopers
Philip Kendall                                                     020 7212 3250
Linda Eadie                                                        0141 242 7386
Mark Butler                                                        020 7213 1120


Gavin Anderson (PR advisers to Skye)                               020 7554 1400
Neil Bennett
Laura Hickman


PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom
by the Financial Services Authority for designated investment business, is
acting exclusively for Skye and for no one else in relation to the Offer and
will not be responsible to anyone other than Skye for providing the protections
afforded to clients of PricewaterhouseCoopers or for giving advice in relation
to the Offer or any other matter referred to in this announcement.

The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by the use of the mails or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce or by any
facilities of a national securities exchange of, the United States of America,
Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within those
jurisdictions. Accordingly, copies of this announcement are not being, and must
not be, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States of America, Canada,
Australia or Japan.  Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in, into or
from the United States of America, Canada, Australia or Japan.

The Bank Guaranteed Loan Notes to be issued pursuant to the Loan Note
Alternative have not been, and will not be, registered under the Securities Act
or under any relevant securities laws of any states or other jurisdiction of the
United States of America, nor have the relevant clearances been, nor will they
be, obtained from the securities commission or similar authority of any province
or territory of Canada, and no prospectus has been or will be filed, or
registration made, under any securities law of any province or territory of
Canada, nor has a prospectus in relation to the Bank Guaranteed Loan Notes been,
nor will one be, lodged with or registered by the Australian Securities and
Investments Commission nor have any steps been taken, nor will any steps be
taken, to enable the Bank Guaranteed Loan Notes to be offered in compliance with
applicable securities laws of Japan.  Accordingly, unless an exception under
such Act or securities laws is available, Bank Guaranteed Loan Notes may not be
offered, sold, resold, delivered or transferred directly or indirectly, in, into
or from the United States of America, Canada, Australia or Japan, or any other
jurisdiction in which an offer of Bank Guaranteed Loan Notes would constitute a
violation of relevant laws or require registration thereof, or to or for the
account or benefit of any US Person or resident of Canada, Australia or Japan.


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

OUPILFLAAVIFIIV_SN_RNS3189P_SU_RNSTEST_XX_070327.5538_RZ__RT_R.xRoute.001
~