Offer Update

RNS Number:4637A
Precinct Investments Ltd
02 July 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



2 July 2004



                       RECOMMENDED INCREASED 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 Increased
Offers have been satisfied.



Satisfaction of Pre-conditions



Precinct has received an irrevocable undertaking to accept the Increased
Ordinary Share Offer from Harvey Soning, Chairman of Gresham, who intends to
recommend the Increased Offers, in respect of his entire holding of 250,000
Ordinary Shares representing approximately 0.3 per cent. of the existing issued
ordinary share capital of Gresham.



Precinct has also received irrevocable undertakings to accept the Increased
Ordinary Share Offer from other Gresham Shareholders in respect of, in
aggregate, 33,632,601 Ordinary Shares representing approximately 42.3 per cent.
of the existing issued ordinary share capital of Gresham and an irrevocable
undertaking to accept the Increased Preference Share Offer in respect of
4,188,893 Preference Shares representing approximately 99.7 per cent. of the
existing preference share capital of Gresham, as follows:



(a)      Red Sea Group, in respect of 19,032,601 Ordinary Shares and
         4,188,893 Preference Shares owned or controlled by it;

(b)      Whiterain International Limited, in respect of 11,000,000
         Ordinary Shares owned or controlled by it;

(c)      Balram Chainrai, in respect of 100,000 Ordinary Shares owned
         or controlled by him; and

(d)      Ian Ilsley, in respect of 3,500,000 Ordinary Shares owned or
         controlled by him.



Precinct has therefore received irrevocable undertakings to accept the Increased
Ordinary Share Offer in respect of, in aggregate, 33,882,601 Ordinary Shares
representing approximately 42.6 per cent. of the existing issued ordinary share
capital of Gresham and an irrevocable undertaking to accept the Increased
Preference Share Offer in respect of 4,188,893 Preference Shares representing
approximately 99.7 per cent. of the existing issued preference share capital of
Gresham.



Other information



The conditions and terms of the Increased Offers are contained in the 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.



The Increased Ordinary Share Offer constitutes a revision of the Ordinary Share
Offer and the Increased Preference Share Offer constitutes a revision of the
Preference Share Offer.



Gresham Shareholders who have already validly accepted the Original Offers need
take no further action - their acceptances are deemed to be acceptances of the
Increased Offers and, subject to the Increased Offers being declared
unconditional in all respects, they will receive the consideration due under the
Increased Offers for their Gresham Shares (assuming that the Gresham
Shareholder's form of acceptance was valid and complete in all respects).



Gresham Shareholders who have not already done so should complete and return
their Form of Acceptance as soon as possible.



The procedure for acceptance of the Increased Offers will be the same as for
acceptance of the Original Offers.  Gresham Shareholders wishing to accept the
Increased Offers may do so by completing and returning one of the Forms of
Acceptance that they have already received (together with the relevant share
certificate(s) and/or other documents of title), in accordance with the
procedure set out therein and on pages 16 to 20 of the Original Offer Document.



Enquiries

Precinct
Wilson Hartnell Public Relations                       Telephone:            [phone]
Roddy Guiney
Deloitte Corporate Finance
David O'Flanagan                                       Telephone:            [phone]
Kevin Beary
Jonathan Hinton                                        Telephone:            [phone]



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 Increased 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 Increased Offers, the contents of
this announcement or any transaction or arrangement referred to herein.



The availability of the Increased 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 Increased 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 Increased 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
Increased 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 Original Offers).


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