Notice of AGM

RNS Number:2606R
Grosvenor Land Holdings PLC
23 October 2003


                          Grosvenor Land Holdings plc

                      ("Grosvenor Land" or "the Company")

                    Change to date of Annual General Meeting
                         Requisitioning of Resolutions

Grosvenor Land announced on 26 September 2003 that its Annual General Meeting
("AGM") would be held at 10.00 a.m. on 28 November 2003. Since that
announcement, the Company has received a notice from Mr A S Perloff and his
personal pension fund, which requisitions a number of resolutions ("the
Requisitioned Resolutions") at the forthcoming AGM.

In summary, the Requisitioned Resolutions ask shareholders to dismiss the
current Directors of the Company and replace them with Mr A S Perloff and Mr H M
Perloff.

The Board has decided to bring forward the date of the AGM and it will now be
held at 12.00 noon on 19 November 2003 at 22 Gilbert Street, Grosvenor Square,
London W1K 5EJ.

The Chairman of Grosvenor Land has today written to shareholders of the Company
and the text of the letter is as follows:

"A notice requisitioning resolutions at the forthcoming Annual General Meeting
("AGM") of the Company to remove all the directors of your company has been
served by Mr Andrew Perloff, chairman of Panther Securities plc, and a major
shareholder in your company.

Shareholders should also be aware that Panther Securities plc ("Panther"), a
company in which Mr Perloff and his family have an interest of in excess of 70
per cent. of the issued share capital (according to the latest report and
accounts for Panther filed at Companies House), announced on 17 October 2003 the
terms of an offer to be made by John East & Partners Limited on behalf of
Panther for the whole of the issued and to be issued share capital of Oakburn
Properties plc ("Oakburn").

Oakburn is a major shareholder of Grosvenor Land and, in the event that Panther
succeeds in gaining control of Oakburn, Panther would be obligated under The
City Code on Takeovers and Mergers to make a cash bid for the whole of the
issued and to be issued share capital of Grosvenor Land.

As you will see from the attached notice of AGM, Mr Perloff is intending to
replace your directors with himself and Mr H M Perloff. We believe Mr Perloff is
making an opportunistic attempt to secure control of the Company without paying
an appropriate premium, at a time when our prospects are highly encouraging.

The resolutions are also extraordinary in that Mr Perloff, who has been a
shareholder of the Company for some years, has supported the property strategy
of your board. Mr Perloff has never voted against any resolutions proposed at
any of your company's meetings.

Your company's strategy has been built around the Powerhub concept which is
delivering real returns. Our most recent results highlighted progress, expanding
net asset values, rising profits and the payment of a maiden dividend.

Since then we have purchased two new Powerhub centres and are well on our way to
creating a national brand that should, if the performance on the original
properties is any guide, generate strong revenue growth for your company.

Your board strongly believes that Mr Perloff is attempting to gain control of
Grosvenor Land for the benefit of either himself or Panther Securities.

Mr Perloff, as part of this costly and time wasting exercise, has also made a
number of totally unsubstantiated claims to your board concerning the
performance of Grosvenor Land and the remuneration of its directors.

We totally reject these claims and will deliver a detailed rebuttal to
shareholders ahead of the Company's AGM which is being convened at 12.00 noon on
19 November 2003 in order for these issues to be resolved speedily and enable
your directors to concentrate on the task of running your company for the
benefit of all its shareholders.

The board would like to thank you for your support in the past and ask you to
register your continuing confidence in your directors by voting against the
resolutions numbered 8 to 13, which have been requisitioned by Mr Perloff."

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




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