Recommended Cash Offer

RNS Number:2517U
Terrace Hill Group PLC
14 January 2004





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





                             RECOMMENDED CASH OFFER





                                      with



                               SHARE ALTERNATIVE



                                        by





                            TERRACE HILL GROUP PLC





                to acquire the entire issued share capital of





                           GROSVENOR LAND HOLDINGS PLC



(not already owned or controlled by Terrace Hill and parties acting in concert
with it)






                                                       14 January 2004



Summary



*          The board of Terrace Hill and the Independent Directors of Grosvenor
announce that they have reached agreement on the terms of a Cash Offer and a
Share Alternative to be made by Terrace Hill to acquire the entire issued and to
be issued share capital of Grosvenor not already owned or controlled by the
Terrace Hill Concert Party.



*          Under the terms of the Cash Offer, Grosvenor Shareholders will
receive 18 pence in cash for each Grosvenor Share valuing the total existing
issued share capital of Grosvenor at approximately #6.22 million.




*          The Cash Offer price represents a premium of 14.3 per cent to the
Closing Middle Market Price of 15.75 pence per Grosvenor Share on 13 January
2004, the last dealing day before this announcement.



*          In addition, and subject to the Cash Offer becoming unconditional in
all respects, Grosvenor Shareholders on the register on the date of the Cash
Offer becoming unconditional in all respects will be entitled to receive and
retain a final dividend of 0.4 pence per Grosvenor Share which will be paid not
later than 14 days of the latter of: the Cash Offer becoming unconditional in
all respects or the date of receipt of an acceptance complete in all respects.
The precise dates will be specified in the Offer Document.  Grosvenor
Shareholders will also be entitled to retain the interim dividend of 0.1 pence
per Grosvenor Share which will be paid on 6 February 2004 to Grosvenor
Shareholders who were on the register at close of business on 9 January 2004.



*          Grosvenor Shareholders who validly accept the Cash Offer may elect to
receive all or part of their consideration to which they would otherwise be
entitled under the Cash Offer in New Terrace Hill Shares.




*          Under the terms of the Share Alternative each Grosvenor Share will
receive 0.666 New Terrace Hill Shares issued at a price of 27 pence per Terrace
Hill Share and so in proportion for any other number of Grosvenor Shares held.
No fraction of a New Terrace Hill Share will be allotted or issued to Grosvenor
Shareholders and their entitlements will be rounded down to the nearest whole
number of New Terrace Hill Shares.



*          The Independent Directors of Grosvenor, who have been so advised by
MacArthur & Co, consider the terms of the Cash Offer to be fair and reasonable
and accordingly will be unanimously recommending Shareholders to accept the Cash
Offer.  In providing advice to the Independent Directors, MacArthur & Co. has
taken into account the commercial assessments of the Independent Directors.



*          Terrace Hill has today acquired 8,375,000 Grosvenor Shares
representing 24.23 per cent of the existing issued share capital of Grosvenor.
At the time that the Hodgson & Faraday offer for Oakburn Properties is declared
unconditional in all respects, and assuming no further purchases of Grosvenor
Shares, the Terrace Hill Concert Party will hold 18,928,807 Grosvenor Shares
representing 54.77 per cent of the existing issued share capital of Grosvenor.
The offer for Oakburn Properties is expected to be declared unconditional in all
respects on 19 January 2004.



*          Commenting on the Cash Offer, Phil Edmonds, Chairman of Grosvenor
said:



"The Independent Directors of Grosvenor believe that the Cash Offer by Terrace
Hill represents a satisfactory price and ends the uncertainty surrounding
Grosvenor since the commencement of the offer period on 17 October 2003.
Consequently, the Independent Directors unanimously recommend Shareholders to
accept the Cash Offer".





This summary should be read in conjunction with the full text of this
announcement.  The conditions and certain terms of the Cash Offer and the Share
Alternative are set out in Appendix 1 of this announcement.





Enquiries:



Mercantile Securities (Scotland) Limited              Mandy Kelly

(Advisers to Terrace Hill Group PLC)                  Tel: [phone]



Noble & Company Limited
Matthew Hall

(Nominated Adviser to Terrace Hill Group PLC)         Tel: [phone]



MacArthur & Co. Limited
Andrew Perkin

(Advisers to the Independent Directors of Grosvenor)   Tel: [phone]



This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation or an offer to buy any securities, pursuant to the
Cash Offer or otherwise.



The Cash Offer will not be made, directly or indirectly, in or into, or by the
use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a securities exchange of, the United States, Canada,
Australia or Japan and the Cash Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or within the United States,
Canada, Australia or Japan.  Accordingly, none of the Offer Document, the
accompanying Form of Acceptance, this announcement nor any related offering
documents are 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 such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance of the Cash Offer.



The making of the Cash Offer to persons not resident in the United Kingdom, or
who are citizens, residents or nationals of jurisdictions outside the United
Kingdom or who are nominees of, or custodians or trustees for, citizens,
residents or nationals of other countries ("overseas shareholders"), may be
prohibited or affected by the laws of the relevant overseas jurisdictions.  Such
overseas shareholders should inform themselves about and observe any applicable
legal requirements.



The contents of this announcement have been approved for the purposes of Section
21 of The Financial Services and Markets Act 2000 by Mercantile Securities
(Scotland) Limited, which is authorised and regulated in the United Kingdom by
The Financial Services Authority.



Mercantile Securities (Scotland) Limited is acting exclusively for Terrace Hill
and for no one else in connection with the Cash Offer and the Share Alternative
and is not advising any other person or treating any other person as its client
in relation thereto, and will not be responsible to anyone other than Terrace
Hill for providing the protections afforded to customers of Mercantile
Securities (Scotland) Limited, nor for giving advice in relation to the Cash
Offer and the Share Alternative, the contents of this announcement or any other
matters referred to herein.



MacArthur & Co Limited is acting exclusively for the Independent Directors of
Grosvenor and for no one else in connection with the Cash Offer and the Share
Alternative and is not advising any other person or treating any other person as
its client in relation thereto, and will not be responsible to anyone other than
the Independent Directors of Grosvenor for providing the protections afforded to
customers of MacArthur & Co Limited, nor for giving advice in relation to the
Cash Offer and the Share Alternative, the contents of this announcement or any
other matters referred to herein.






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





                             RECOMMENDED CASH OFFER



                                     with



                               SHARE ALTERNATIVE





                                      by





                             TERRACE HILL GROUP PLC





                  to acquire the entire issued share capital of





                          GROSVENOR LAND HOLDINGS PLC



(not already owned or controlled by Terrace Hill and parties in concert with it)






                                                       14 January 2004



1.      INTRODUCTION



The board of Terrace Hill and the Independent Directors of Grosvenor are pleased
to announce that they have reached agreement on the terms of a recommended Cash
Offer and a Share Alternative to acquire the entire issued and to be issued
share capital of Grosvenor not already owned or controlled by the Terrace Hill
Concert Party (see below).



Terrace Hill is deemed to be acting in concert with each of Hodgson & Faraday,
Mr Douglas Blausten, Mr Simon Blausten and Mr Stephen Massey. Furthermore,
Oakburn Properties will join the Terrace Hill Concert Party following Hodgson &
Faraday's offer for Oakburn Properties being declared unconditional in all
respects on 19 January 2004.



Terrace Hill has today acquired 8,375,000 Grosvenor Shares representing 24.23
per cent of the existing issued share capital of Grosvenor.



For the purposes of Rule 9 of the Code, immediately following Hodgson &
Faraday's offer for Oakburn Properties being declared unconditional in all
respects on 19 January 2004, the Terrace Hill Concert Party's holding in
Grosvenor will increase by 10,553,807 Grosvenor Shares representing 30.54 per
cent of the existing issued share capital of Grosvenor to 18,928,807 Grosvenor
Shares representing 54.77 per cent of the existing issued share capital of
Grosvenor.



Due to the involvement of the executive directors, Mr Douglas Blausten and Mr
Simon Blausten with Terrace Hill, the Independent Directors, Mr Phil Edmonds and
Mr Bob Dyson, have considered the Cash Offer on behalf of Grosvenor
Shareholders.



The Independent Directors of Grosvenor, who have been so advised by MacArthur &
Co, consider the terms of the Cash Offer to be fair and reasonable and
accordingly will be unanimously recommending Shareholders to accept the Cash
Offer.  In providing advice to the Independent Directors, MacArthur & Co. has
taken into account the commercial assessments of the Independent Directors.






2.      TERMS OF THE RECOMMENDED CASH OFFER



The recommended Cash Offer to acquire all of the Grosvenor Shares not already
owned by the Terrace Hill Concert Party, which will be subject, inter alia, to
the terms and conditions set out in Appendix 1 to this announcement and to be
set out or referred to in the Offer Document and the Form of Acceptance
accompanying that document, will be made on the following basis:



for each Grosvenor Share                         18 pence in cash



The recommended Cash Offer values the total existing issued share capital of
Grosvenor at approximately #6.22 million and represents a premium of 14.3 per
cent to the Closing Middle Market Price of 15.75 pence per Grosvenor Share on 13
January 2004, being the last dealing day prior to this announcement.



The Grosvenor Shares to be acquired pursuant to the Cash Offer will be acquired
fully paid and free from all liens, equities, charges and encumbrances and other
interests of any nature whatsoever and together with all rights now and
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement, save that Grosvenor Shareholders will be entitled
(whether or not they accept the recommended Cash Offer prior to 6 February 2004)
to receive and retain the interim dividend of 0.1 pence per Grosvenor Share
which will be paid on 6 February 2004 to Grosvenor Shareholders on the register
at close of business on 9 January 2004.



In addition, and subject to the Cash Offer becoming unconditional in all
respects, Grosvenor Shareholders on the register on the date of the Cash Offer
becoming unconditional in all respects will be entitled to receive and retain a
final dividend of 0.4 pence per Grosvenor Share which will be paid not later
than 14 days of the latter of: the Cash Offer becoming unconditional in all
respects or the date of receipt of an acceptance complete in all respects.  The
precise dates will be specified in the Offer Document.



If Terrace Hill receives acceptances under the Cash Offer in respect of, and/or
otherwise acquires 90 per cent or more of the Grosvenor Shares to which the Cash
Offer relates, Terrace Hill intends to exercise its rights pursuant to the
provisions of Sections 428 to 430F (inclusive) of the Act to acquire
compulsorily the remaining Grosvenor Shares to which the Cash Offer relates.



As soon as the Terrace Hill board considers it is appropriate and possible to do
so, and subject to (a) the Cash Offer becoming or being declared unconditional
in all respects, and (b) consent of the London Stock Exchange or approval by 75%
of members of Grosvenor voting in general meeting, Terrace Hill intends to seek
to procure that Grosvenor applies to the London Stock Exchange for the
cancellation of trading in Grosvenor Shares on AiM and also to procure that
Grosvenor is re-registered as a private company under the relevant provisions of
the Act.



THE SHARE ALTERNATIVE



Grosvenor Shareholders who validly accept the Cash Offer may elect to receive
all or part of their consideration to which they would otherwise be entitled
under the Cash Offer in New Terrace Hill Shares on the following basis:




For each Grosvenor Share                                    0.666 New Terrace
Hill Shares issued at 27 pence



and so in proportion for any number of Grosvenor Shares held.



No fraction of a New Terrace Hill Share will be allotted or issued to Grosvenor
Shareholders and their entitlements will be rounded down to the nearest whole
number of New Terrace Hill Shares.



The New Terrace Hill Shares to be issued in connection with the Share
Alternative will be issued credited as fully paid and will rank pari passu in
all respects, with existing Terrace Hill Shares.  However, the New Terrace Hill
Shares will not rank for the final dividend for the financial period ended 31
October 2003.  The New Terrace Hill Shares will rank for any dividends declared
in respect of any period ending after 31 October 2003.



Application will be made to the London Stock Exchange for the New Terrace Hill
Shares to be admitted to trading on AiM.



Completion of the Share Alternative except in respect of Grosvenor Shares held
or expected to be held by the Terrace Hill Concert Party could result in the
issue of a maximum of 11,140,295 New Terrace Hill Shares to Grosvenor
Shareholders.




MARKET QUOTATIONS



The following table shows the middle market AiM quotations for Terrace Hill
Shares, as derived from the London Stock Exchange Daily Official List, on 16
October 2003 (being the last business day prior to the commencement of
Grosvenor's offer period), on the first business day in each of the six months
prior to the date of this announcement and on 13 January 2004 (being the last
practicable date prior to the publication of this announcement).



Date                               Price (pence)

13 January 2004                    24.75p

02 January 2004                    25.50p

01 December 2003                   25.75p

03 November 2003                   26p

16 October 2003                    26.25p

01 October 2003                    25.5p

01 September 2003                  25.5p

01 August 2003                     18.75p



THE ALTERNATIVE INVESTMENT MARKET (AiM)



AiM is a market designed primarily for emerging or smaller companies to which a
higher investment risk than that associated with larger and more established
companies tends to be attached.  A prospective investor should be aware of the
potential risks in investing in such companies and should elect for the Share
Alternative only after careful consideration and consultation with his or her
own independent financial adviser.



The rules of AiM are less demanding than those of the Official List.  It is
emphasised that no application will be made for admission of the New Terrace
Hill Shares to the Official List.



It is impossible to predict how tradeable the New Terrace Hill Shares will be,
whether and to what extent there will be liquidity in the New Terrace Hill
Shares, and/or at what price the New Terrace Hill Shares will be traded.  The
price of Terrace Hill Shares can go down as well as up and a Grosvenor
Shareholder may not get back the amount of the Cash Offer.  The Share
Alternative may not be suitable for all recipients and Grosvenor Shareholders
should seek their own independent financial advice.



INFORMATION ON GROSVENOR



Grosvenor is a company incorporated in England and Wales under the Companies Act
with registered number 3232512.



Grosvenor is a commercial property company whose shares are traded on AiM.



The principal activity of Grosvenor is investment and trading in land and
buildings, particularly "Powerhub" Business Centres.



The audited accounts for Grosvenor's financial year to 25 March 2003 disclose
Group Operating Profit of #626,251; Profit on Ordinary Activities before
Taxation of #439,565 and Net Assets of #6,164,425.



INFORMATION ON TERRACE HILL



Terrace Hill was created by the merger of CapitalTech PLC with Westview Group
Limited and Westview Investments Limited, whose principal operating subsidiary
is Terrace Hill Limited.



Terrace Hill's activities are focused on (a) direct commercial property
development including offices, retail, industrial, leisure and mixed use schemes
with acquisitions and development undertaken on both a speculative and pre-let
basis, and (b) property investment, both residential and commercial.



For the 12 month period to 30 April 2003, Terrace Hill issued an unaudited
interim report (having extended its financial year end to 31 October 2003); that
report showed Turnover of #13,961,000 and Profit on Ordinary Activities before
Taxation of #2,220,000.  The Consolidated Net Assets of Terrace Hill at 30 April
2003 were #43,168,000.




INFORMATION ON FINANCING



Full acceptance of the Cash Offer by Grosvenor Shareholders except in respect of
Grosvenor Shares held or expected to be held by the Terrace Hill Concert Party
will (assuming that all outstanding options under the Grosvenor Share Options
Scheme which are, or as a result of the Cash Offer become, exercisable, are
exercised and that no other such options are exercised) result in a maximum cash
consideration payable by Terrace Hill of approximately #3.01 million.  The funds
required to make the cash payment under the Cash Offer will come from current
cash resources.



Mercantile Securities is satisfied that the necessary cash resources are
available to Terrace Hill to satisfy full acceptance in cash of the Cash Offer.



GROSVENOR EMPLOYEES



Terrace Hill undertakes that, following the Cash Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of the employees of Grosvenor will be fully
safeguarded.



GROSVENOR SHARE OPTION SCHEMES



The Cash Offer will extend to all Grosvenor Shares unconditionally allotted or
issued whilst the Cash Offer remains open for acceptance pursuant to the
exercise of options under the Grosvenor Share Option Scheme.



Terrace Hill intends, if the Cash Offer becomes or is declared unconditional in
all respects and to the extent that options then remain unexercised, to make
appropriate proposals to Option Holders.



RECOMMENDATION



The Independent Directors of Grosvenor, who have been so advised by MacArthur &
Co, consider the terms of the Cash Offer to be fair and reasonable and
accordingly will be unanimously recommending Shareholders to accept the Cash
Offer.  In providing advice to the Independent Directors, MacArthur & Co. has
taken into account the commercial assessments of the Independent Directors.



GENERAL



The conditions of the Cash Offer are set out in Appendix 1.



Save as disclosed elsewhere in this announcement and also below, as at 13
January 2004 (being the latest practicable date prior to the release of this
announcement) neither Terrace Hill nor any person acting in concert with Terrace
Hill, owns or controls any Grosvenor Shares or has options or derivatives
referenced thereto. Mr Douglas Blausten and Mr Simon Blausten, being two of the
Grosvenor directors and who are deemed to be acting in concert with Terrace Hill
each hold the following share options in respect of Grosvenor Shares:



            No. of Options         Exercise Price          Expiry Date



            238,000                17.25 pence             14 February 2005

            388,000                12.5 pence              4 September 2008

            400,000                10 pence                14 September 2008

            70,000                 12.7 pence              8 October 2008



There are no arrangements between Terrace Hill nor any person acting in concert
with Terrace Hill and any other person in respect of any securities of
Grosvenor.



The value of the Cash Offer has been calculated on the basis of 34,559,977
Grosvenor Shares in issue as at the date of this announcement.



The directors of Terrace Hill accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of Terrace Hill (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.



The Offer Document (containing the full terms of the Cash Offer), together with
a Form of Acceptance, will be despatched as soon as practicable but in any event
within 28 days of the date of this announcement to Grosvenor Shareholders and,
for information purposes only, to Option Holders. The Cash Offer and the Share
Alternative will remain open for acceptance for at least 21 days from the date
of the Offer Document.



This announcement does not constitute an offer or an invitation to purchase any
securities or a solicitation or an offer to buy any securities, pursuant to the
Cash Offer or otherwise.



Neither Terrace Hill nor any person acting in concert with it has received any
irrevocable commitments to accept the Cash Offer.



The definitions of certain expressions used in this announcement are contained
in Appendix 2.



Appendix 1           Conditions of the Cash Offer

Appendix 2           Definitions






Enquiries:



Mercantile Securities (Scotland) Limited
Mandy Kelly

(Advisers to Terrace Hill Group PLC)
Tel: [phone]



Noble & Company Limited
Matthew Hall

(Nominated Adviser to Terrace Hill Group PLC)        Tel: [phone]



MacArthur & Co. Limited
   Andrew Perkin

(Advisers to the Independent Directors of Grosvenor     Tel: [phone]





The Cash Offer will not be made, directly or indirectly, in or into, or by the
use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a securities exchange of, the United States, Canada,
Australia or Japan and the Cash Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or within the United States,
Canada, Australia or Japan.  Accordingly, none of the Offer Document, the
accompanying Form of Acceptance, this announcement nor any related offering
documents are 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 such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance of the Cash Offer.



The making of the Cash Offer to persons not resident in the United Kingdom, or
who are citizens, residents or nationals of jurisdictions outside the United
Kingdom or who are nominees of, or custodians or trustees for, citizens,
residents or nationals of other countries ("overseas shareholders"), may be
prohibited or affected by the laws of the relevant overseas jurisdictions.  Such
overseas shareholders should inform themselves about and observe any applicable
legal requirements.



The contents of this announcement have been approved for the purposes of Section
21 of The Financial Services and Markets Act 2000 by Mercantile Securities
(Scotland) Limited, which is authorised and regulated in the United Kingdom by
The Financial Services Authority.



Mercantile Securities (Scotland) Limited is acting exclusively for Terrace Hill
and for no one else in connection with the Cash Offer and the Share Alternative
and is not advising any other person or treating any other person as its client
in relation thereto, and will not be responsible to anyone other than Terrace
Hill for providing the protections afforded to customers of Mercantile
Securities (Scotland) Limited, nor for giving advice in relation to the Cash
Offer and the Share Alternative, the contents of this announcement or any other
matters referred to herein.



MacArthur & Co Limited is acting exclusively for the Independent Directors of
Grosvenor and for no one else in connection with the Cash Offer and the Share
Alternative and is not advising any other person or treating any other person as
its client in relation thereto, and will not be responsible to anyone other than
the Independent Directors of Grosvenor for providing the protections afforded to
customers of MacArthur & Co Limited, nor for giving advice in relation to the
Cash Offer and the Share Alternative, the contents of this announcement or any
other matters referred to herein.






APPENDIX 1



Conditions of the Cash Offer



The Cash Offer will be subject to the following conditions:



1.      Valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. on the First Closing Date of the Cash Offer (or such
later time(s) and/or date(s) as Terrace Hill may, subject to the provisions of
the City Code, decide) in respect of such number of Grosvenor Shares which,
together with Grosvenor Shares acquired or agreed to be acquired by Terrace Hill
or parties acting in concert with it(MSOffice1) , will result in Terrace Hill
and any party acting in concert with it holding Grosvenor Shares which together
carry more than 50 per cent of the voting rights normally exercisable at general
meetings of Grosvenor by all Grosvenor Shareholders, including for this purpose,
to the extent (if any) required by the Panel, any voting rights attaching to
Grosvenor Shares which are unconditionally allotted or issued before the Cash
Offer becomes or is declared unconditional as to acceptances whether pursuant to
the exercise of conversion or subscription rights or otherwise); and, for this
purpose, Grosvenor Shares which have been unconditionally allotted, shall be
deemed to carry the voting rights which they will carry on issue.



Further terms of the Cash Offer and the Share Alternative



1.      The Cash Offer will extend to all Grosvenor Shares other than the
Grosvenor Shares already owned by Terrace Hill and any person acting or deemed
to be acting in concert with it.



2.      In respect of the Share Alternative only, satisfaction by issue of New
Terrace Hill Shares is conditional upon the admission of such shares to trading
on AiM; in the event that such shares are not so admitted to trading by the due
date for satisfaction of the consideration, in respect of Grosvenor Shares for
which the Share Alternative has been elected, cash consideration of 18 pence per
Grosvenor Share will be paid.



3.      The Cash Offer and the Share Alternative will lapse (unless otherwise
agreed with the Panel) if the proposed acquisition of Grosvenor Shares is
referred to the Competition Commission before 3.00 p.m. on the First Closing
Date of the Cash Offer or the date on which the Cash Offer becomes or is
declared unconditional as to acceptances, whichever is the later.



4.      If the Cash Offer lapses for any reason, it and the Share Alternative
will cease to be capable of further acceptance and accepting Grosvenor
Shareholders and Terrace Hill will cease to be bound by any Form of Acceptance
submitted on or before the time when the Cash Offer so lapses.



5.      The Grosvenor Shares which are the subject of the Cash Offer will be
acquired by Terrace Hill, fully paid, free from all liens, equities, charges,
encumbrances and any other third party rights of any nature whatsoever and
together with all rights now or hereafter attaching thereto, including the right
to receive and retain all dividends, interest and other distributions, if any,
declared, made or paid after the date of this announcement.



6.      If Terrace Hill is required by the Panel to make an offer for Grosvenor
Shares under the provision of Rule 9 of the City Code, Terrace Hill may make
such alterations to the conditions of the Cash Offer as are necessary to comply
with the provisions of that Rule and any other requirements of the City Code.



 7.     The Cash Offer and the Share Alternative will comply with the rules and
regulations of the London Stock Exchange and the provisions of the City Code.
The Cash Offer and the Form of Acceptance will be governed by Scottish Law and
be subject to the jurisdiction of the courts of Scotland.






APPENDIX 2



DEFINITIONS

"AiM"                                the Alternative Investment Market of the London Stock Exchange

"Australia"                          the Commonwealth of Australia, its territories and possessions and all areas
                                     subject to its jurisdiction and any political subdivision thereof
"Canada"                             Canada, its provinces and territories and all areas subject to its
                                     jurisdiction and any political subdivision thereof
"Closing Middle Market Price"        the closing middle market price, as derived from the London Stock Exchange
                                     Daily Official List
"Cash Offer"                         the recommended cash offer to acquire the whole of the issued and to be issued
                                     share capital of Grosvenor (other than those Shares already owned or
                                     controlled by the Concert Party) on the terms and subject to the conditions
                                     set out in the Offer Document and the Form of Acceptance
"City Code" or "Code"                the City Code on Takeovers and Mergers
"Companies Act" or "the Act"         the Companies Act 1985, as amended
"First Closing Date"                 the date falling 21 days after the date of the Offer Document
"Form of Acceptance"                 the form of acceptance and authority relating to the Cash Offer and the Share
                                     Alternative which will accompany the Offer Document
"Grosvenor"                          Grosvenor Land Holdings PLC incorporated under the Companies Act with Company
                                     number 3232512 and having its registered office at 8 Baker Street, London W1U
                                     3LL
"Grosvenor Shareholders"             holders of Grosvenor Shares
"Grosvenor Shares" or "Shares"       the existing issued and fully paid 34,559,977 ordinary shares of 1p each
                                     nominal value in Grosvenor
"Grosvenor Share Option Holders" or  holders of options granted under the Grosvenor Share Option Scheme
"Option Holders"
"Grosvenor Share Option Scheme"      the Grosvenor Land Holdings PLC Share Option Scheme governed by Rules dated 4
                                     September 1996
"Hodgson & Faraday"                  Hodgson & Faraday Property Management Services Limited
"Independent Directors"              the Independent Directors of Grosvenor, being Mr Phil Edmonds and Mr Bob Dyson
"Japan"                              Japan, its cities and prefectures, territories and possessions
"London Stock Exchange"              London Stock Exchange PLC

"MacArthur & Co."                    MacArthur & Co. Limited, which is authorised and regulated in the United
                                     Kingdom by the Financial Services Authority
"Mercantile Securities"              Mercantile Securities (Scotland) Limited, which is authorised and regulated in
                                     the United Kingdom by the Financial Services Authority and has its registered
                                     address at 144 West George Street, Glasgow G2 2HG
"New Terrace Hill Shares"            the new ordinary shares in Terrace Hill to be issued pursuant to the Share
                                     Alternative;  these shares of 2p nominal value will rank pari passu in all
                                     respects, including in respect of dividends declared in respect of any period
                                     ending after 31 October 2003,  with effect from their date of issue with the
                                     existing issued ordinary shares of 2p nominal value in the capital of Terrace
                                     Hill.
"Oakburn Properties"                 Oakburn Properties PLC
"Offer Document" or "Document"       the document containing the terms and conditions of the Cash Offer and the
                                     Share Alternative to be sent to Grosvenor Shareholders, and for information
                                     purposes only, to Grosvenor Share Option Holders
"Official List"                      The Official List of the London Stock Exchange
"Panel"                              The Panel on Takeovers and Mergers
"Recognised Investment Exchange"     any investment exchange operating in the United Kingdom recognised by the
                                     Financial Services Authority as a Recognised Investment Exchange
"Share Alternative"                  the alternative under which holders of Grosvenor Shares who validly accept the
                                     Cash Offer by Terrace Hill may elect to receive New Terrace Hill Shares
                                     instead of all or part of the cash consideration otherwise payable to them.
"Terrace Hill" or "THG"              Terrace Hill Group PLC incorporated under the Companies Act with company
                                     number SC149799 and having its registered office at James Sellars House, 144
                                     West George Street, Glasgow, G2 2HG
"Terrace Hill Concert Party"         a concert party comprising Mr Douglas Blausten, Mr Simon Blausten, Mr Stephen
                                     Massey, Terrace Hill and Hodgson & Faraday.  Oakburn Properties will join the
                                     concert party following Hodgson & Faraday's offer for Oakburn Properties being
                                     declared unconditional in all respects on 19 January 2004
"Terrace Hill Directors" or "Board   the directors of Terrace Hill
of Terrace Hill"
"Terrace Hill Shares"                the existing issued and fully paid 153,975,407 ordinary shares of 2p each
                                     nominal value in Terrace Hill
"United Kingdom" or "UK"             the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" or "USA"     the United States of America (including the state of the United States of
                                     America and District of Columbia), its territories and possessions, all other
                                     areas subject to its jurisdiction and any political sub-division thereof



Throughout this document the masculine gender shall include the feminine and the
singular shall include the plural and vice versa.
--------------------------





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