Gresham Hotel Group plc

Wednesday, 7 January 2004

 Gresham Hotel Group plc (“Gresham”)

 On 14 November, 2003 Gresham announced that it had received an approach which may or may not lead to an offer for the company.  On 22 December Gresham issued a second announcement confirming that further to its announcement on 14 November it had been in discussions with representatives of a consortium (“the Consortium”) regarding an approach.  The 22 December announcement also stated that the approach was made at a level of €1.35 per share and that any offer if made would be conditional on receiving at least 80% acceptances.  The announcement also stated that the board of Gresham had been informed by a shareholder holding more than 20% of the issued share capital of Gresham that it would not be prepared to accept an offer if made at this time and consequently, the board of Gresham had requested representatives of the Consortium to remove this precondition to enable the board of Gresham to consider the approach or, failing this, to either increase their offer or withdraw their approach.

Following representations made by Gresham and its advisers, and correspondence with the advisers to both the Consortium and Gresham, the Panel has ruled that except with the consent of the Panel the Consortium must by 5.00 p.m. on Friday 16 January, 2004 either announce an offer for Gresham under Rule 2.5 of the Takeover Rules or announce that it will not proceed with an offer for Gresham. 

In the event that the Consortium announces that it will not proceed with an offer for Gresham it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Takeover Rules for twelve months from the date of such announcement.

 7 January, 2004