GPG (UK) Holdings plc 8% p.a. Convertible Subordinated Unsecured Loan Notes 2005 (CLNs).

The CLNs are subordinated, unsecured obligations of GPG (UK) Holdings plc and carry interest at 8% per annum. The residual principal amount of 20p (at 1 June 2004) is redeemable in two equal instalments of 10p per CLN per annum commencing 30 June 2004 or, at the option of the holder, the instalment due for redemption in any year may be converted to Ordinary Shares on the following effective basis:

on 30 June 2004, one Ordinary Share for every 44.4p in principal of CLNs; and
on 30 June 2005, one Ordinary Share for every 47.7p in principal of CLNs.

Any Ordinary Shares issued will rank pari passu with those already in issue, save that they will not rank for dividends or other distributions declared, made or paid in respect of financial periods or parts of financial periods ending on or prior to 30 June in that financial year. Conversion prices are subject to adjustment for capitalisation and rights issues and in certain other circumstances.

More information on CLNs can be obtained from the Notes section of the latest Guinness Peat Group plc report and accounts and in the relevant circulars to be found on the page in this Stock Events section entitled “Stock Event Circulars”.

The timetable, notices and election forms for the CLNs are included below for information only.


Timetable 2004

For UK Register CLN Holders 2004


GPG (UK) Holdings plc UK Register CLN Notice of Election


GPG (UK) Holdings plc UK Register CLN Election Form

For NZ Register CLN Holders 2004


GPG (UK) Holdings plc NZ Register CLN Notice of Election


GPG (UK) Holdings plc NZ Register CLN Election Form