Offer Update

RNS Number:5324P
TC Group
7 January 2002

TC Group A/S

7 January 2002

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


                Recommended cash offer by Hoare Govett Limited

                                 on behalf of

                           TC Group A/S for TGI plc

                   declared unconditional as to acceptances

On 14 December 2001, and as set out formally in the Offer Document dated 14
December 2001, it was announced that the Boards of TC Group and TGI had
reached agreement on the terms of a recommended cash offer, to be made by
Hoare Govett, on behalf of TC Group for the whole of the issued and to be
issued share capital of TGI.

TC Group announces that as at 3.00 pm on 4 January 2002, the first closing
date of the Offer, TC Group had received valid acceptances, which were
complete in all respects, in respect of 18,248,798 TGI Shares, representing
approximately 84.26 per cent of the current issued share capital of TGI. The
Offer has been declared unconditional as to acceptances and the Offer and the
Loan Note Alternative will remain open for acceptance until further notice.
The Offer remains subject to the other conditions set out in the Offer
Document.


TGI Shareholders who wish to accept the Offer, and have not yet done so,
should return their Form of Acceptance as soon as possible. Further Forms of
Acceptance are available from Capita IRG Plc, New Issues Department, Bourne
House, 34 Beckenham Road, Beckenham, Kent BR3 4TH (telephone: [phone]).


The Directors of TGI and certain of their connected persons, Mr and Mrs N
Crocker and certain institutional and other shareholders irrevocably undertook
to accept the Offer in respect of 8,318,955 TGI Shares, representing
approximately 38.41 per cent of TGI's current issued share capital. The total
acceptances referred to above include acceptances in respect of 8,151,468 TGI
Shares, representing approximately 37.64 per cent of TGI's current issued
share capital, from such persons.


As at 3.00 pm on 4 January 2002, valid elections for the Loan Note Alternative
had been received in respect of 2,094,711 TGI Shares, representing
approximately 9.67 per cent of the current issued share capital of TGI.


Neither TC Group nor any of the directors of TC Group nor, so far as TC Group
is aware, any persons acting or deemed to be acting in concert with TC Group
held any TGI Shares (or rights over such shares) prior to the commencement of
the Offer Period nor have they acquired or agreed to acquire any TGI Shares
(or rights over such shares) during the Offer Period.


Terms used in this announcement are defined in the Offer Document dated 14
December 2001.


Enquiries:

TC Group A/S                                                    00 45 8742 7000
Anders Fauerskov                                                Chief Executive


Hoare Govett Limited                                              020 7678 8000
Chris Fielding                                      Director, Corporate Finance
Will Shaw                                           Director, Corporate Broking


The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer is not capable of acceptance by any such use,
means, instrumentality, or facilities from or within, the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from the United States, Canada, Australia or
Japan and persons receiving this announcement and any related document
(including nominees, trustees or custodians) must not mail or otherwise
forward, distribute or send it in, into, or from the United States, Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of
the Offer. The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.

The Loan Notes have not been, nor will they be, registered under the
Securities Act or under the securities laws of any state of the United States;
the relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Loan Notes
have not been, nor will they be, registered under or offered in compliance
with applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may
not (unless an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do
so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or
benefit of, any United States, Canadian, Australian or Japanese person.


Hoare Govett Limited which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for TC Group and no one else in
connection with the Offer and will not be responsible to anyone other than TC
Group for providing the protections afforded to clients of Hoare Govett
Limited or for giving advice in relation to the Offer.