Supplemental Prospectus

RNS Number:7354H
Teather & Greenwood Holdings PLC
20 February 2003

Teather & Greenwood Holdings plc



20 February 2003



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, DENMARK, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, MALTA, LATVIA, FRANCE,
SWITZERLAND, NEW ZEALAND OR THE REPUBLIC OF IRELAND



Teather & Greenwood Holdings plc ("Teather & Greenwood" or the "Company")



Supplementary Prospectus



In the circular 4 dated February 2003 regarding the proposed disposal of part of
Teather & Greenwood Investment Management and proposed rights issue ("the
Prospectus"), there were set out in paragraph 12.2.2 of Part 7 (on page 63)
details of claims and complaints made against the Company's chief operating
subsidiary, Teather & Greenwood Limited ("TGL"), in relation to Powernet
Telecoms plc ("Powernet"). Since the date of the Prospectus, the Directors have
received further information from lawyers acting for the Company and its
insurers in relation to claims and complaints which were in existence at the
date of the Prospectus, but not known to the Company. This information, taken
together with a further review of the Company's records, has led the Company to
issue the following further details of the Group's liability in respect of all
claims and complaints received in relation to Powernet.  For the avoidance of
doubt, no additional claim in relation to Powernet has been received by the
Company since 4 February 2003.



Further information on the Powernet litigation



As disclosed in the Prospectus, TGL is subject to a number of claims and
complaints arising from an information memorandum ("the Powernet Memorandum")
prepared by the Tax Efficient Solutions Department of TGL relating to a private
placing of shares in Powernet. In relation to that placing in December 1999, TGL
circulated the Powernet Memorandum on behalf of Powernet and approximately #5.0
million was raised. Separately, in 2000, the Directors believe Powernet raised
additional equity funds of #10.2 million.  Without TGL's knowledge or consent,
the Powernet Memorandum was allegedly used to raise approximately #945,000 in
2000.



The Group has received claims in relation to these fundraisings of approximately
#1.93 million in aggregate and in addition has received complaints in respect of
aggregate investments in Powernet totalling approximately #1.60 million.
However, the Directors believe, based on legal advice they have received, that
TGL should have a good defence to a number of the claims. In respect of some of
the claims, settlement offers of approximately #300,000 in aggregate have been
made to date.



TGL has the benefit of insurance cover in respect of three quarters of any sum
paid in respect of any claims arising out of either fundraising. On the basis of
the information now available to the Directors, the insurance cover available
and the legal advice your Directors have received concerning potential
mitigating factors, the Directors believe that the Group's likely liability, not
provided for, arising out of the current claims should not exceed #150,000.



The Company confirms that all other matters relating to the litigation set out
in paragraphs 12.2.1 and 12.2.3 of Part 7 of the Prospectus and the statement of
contingent liabilities regarding split capital trusts included in note 4 to the
Company's interim results, as set out in Part 4 of the Prospectus, were
correctly stated and are separate from the details regarding Powernet set out
above.



Rights Issue



The Rights Issue is expected to proceed on the timetable as set out in the
Prospectus and the underwriter to the issue, Bridgewell Limited, has confirmed
to the Company in writing that the Underwriting Agreement remains in full force
and effect.



Intentions of Directors



The Executive Directors have confirmed their intention to take up their full
entitlements in respect of 2,008,402 shares. Of the Non-Executive Directors, Mr
Boothman and Mr Derville have now stated their intention to take up their full
entitlements in respect of 97,667 shares, while Mr Delmar-Morgan's intention
remains as stated in the Prospectus in respect of his 2,753,009 shares to
subscribe for such number of New Shares as can be funded by the net proceeds of
sale of the balance of his remaining entitlement.



A supplementary prospectus, including the above information, is expected to be
posted to Shareholders today.



For further information, please contact:



Ken Ford/Nick Stagg
Teather & Greenwood Holdings plc Tel: [phone]



Ben Money-Coutts
Bridgewell Limited Tel: [phone]



Richard Pearson
College Hill Tel: [phone]



This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of an offer
to buy or subscribe for, any securities of Teather & Greenwood Holdings plc nor
should it, or any part of it, form the basis of, or be relied on in connection
with, any contract or commitment whatsoever. Any decision in connection with the
proposed Rights Issue should be made solely on the basis of the information
contained in the Prospectus and Supplementary Prospectus.



This announcement is not for publication or distribution or release, directly or
indirectly, in the United States of America, Canada, Japan, Australia, South
Africa, Malta, Latvia, France, Switzerland, New Zealand or the Republic of
Ireland. This announcement does not constitute or form any part of any offer to
sell, issue or to acquire any securities of the Company in the United States of
America, Denmark, Canada, Japan, Australia, South Africa, Malta, Latvia, France,
Switzerland, New Zealand, or the Republic of Ireland or in any other
jurisdiction. Neither the Company's New Shares nor the Provisional Allotment
Letters are being registered under the US Securities Act of 1933, as amended
(the 'Securities Act') and they may not be offered or sold in the United States
(as such term is defined in Regulation S under the Securities Act) at any time
except pursuant to the terms of an applicable exemption under the Securities Act
and applicable securities laws of the states of the United States.



Bridgewell Securities Limited and Smith & Williamson Corporate Finance Limited,
which are authorised and regulated by the Financial Services Authority, are
acting for the Company, and no one else, in connection with the Rights Issue and
will not be responsible to any other person for providing the protections
afforded to their respective clients or for providing advice in relation to the
proposed Rights Issue.



Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and, by their nature, are
subject to a number of risks and uncertainties that could cause actual results
and performance to differ materially from any expected future results or
performance, expressed or implied by the forward-looking statement. The
information and opinions contained in this announcement are subject to change
without notice and Teather & Greenwood Holdings plc assumes no responsibility or
obligation to update publicly or revise any of the forward-looking statements
contained herein.



Terms in this announcement shall bear the same meaning, unless the context
otherwise requires, as defined in the circular published dated 4 February 2003.



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