PHD Proactis Holdings Plc

RNS No 1959k
PETERHEAD GROUP PLC
18 September 1998


The Irish Stock Exchange understands that Peterhead Group plc has issued a
circular to its shareholders in connection with the proposed disposal of
certain businesses and assets (the "Disposal Businesses") by its subsidiary
undertaking, Peterhead Crane Company Limited.

The Exchange wishes to draw attention to the fact that the circular, which
should under the Listing Rules of the Exchange have been approved before
being circulated or made available publicly, has not been so approved.  It is
the Exchange's understanding that the circular itself states that it has not
been approved and that it does not comply with the Listing Rules in a number
of respects, including:

* financial effects of the disposal;

* information on the Disposal Businesses, including historic profit and loss
  accounts and balance sheets; and

* indebtedness information, insofar as the indebtedness date precedes by more
  than 42 days the date of the circular.

The circular also draws attention to the inadequate and uncertain working
capital position of the Peterhead Group.


The Exchange fully recognises the difficult financial position of Peterhead,
and wishes to clarify the main reasons why it was unable to give its approval
to the circular.  These are set out below:

* The working capital statement set out in the circular has not been reported
  on to the Exchange by Peterhead's sponsor, as required by Listing Rule 2.14;

* There is no statement in the circular that the directors have been
  independently advised that the transaction is fair and reasonable so far as
  the shareholders of Peterhead are concerned.  This statement is required by
  Listing Rule 11.10;

* There is no information on the historical trading record of the Disposal
  Businesses which the Exchange regards as necessary under Listing Rule
  10.38(d);

* The proforma statement of net assets following the disposal which is
  included in the circular does not reflect the disposal of the goodwill
  attributable to the Disposal Businesses, which the Exchange believes may be
  material to an assessment of the effect of the transaction on the net assets
  of the Peterhead Group following completion of the disposal;

* The pro forma statement has not been reported on by Peterhead's auditors and
  reporting accountants.  This is required by Listing Rule 12.35;

* Notwithstanding the inclusion of the pro forma statement there is, in the
  opinion of the Exchange, inadequate information in the circular with regard
  to the effect of the transaction on Peterhead, as required by Listing Rule
  10.31(f);

* As stated in the circular, the indebtedness information is made up to a date
  more than 42 days prior to the date of publication of the circular;

* It is unclear to the Exchange as to the extent to which Peterhead's auditors
  and reporting accountants may have been able to satisfy themselves with
  regard to the financial information in the circular; and

* The circular refers to a number of matters under investigation including
  transactions which may not have been properly authorised.  In the light of
  these disclosures, the Exchange required the inclusion in the circular of a
  statement by the directors of Peterhead to the effect that full disclosure
  had been made therein of all such matters and that there were no other
  matters which ought to be brought to the attention of shareholders. The   
  circular does not include any such statement. However, the Exchange has
  received confirmation from the directors that they consider that proper
  disclosure of all material matters under investigation has been included in
  the circular and that they are not aware of any other similar transactions
  or matters that ought to be brought to the attention of shareholders.

On the basis of the matters set out above, the Exchange considers that
shareholders have not been provided with all of the information which they
need to make an informed assessment regarding the proposed transaction or its
effect on Peterhead.


The Exchange is considering the position with regard to the continued listing
of Peterhead shares, which have been suspended since 16 March 1998.

Further information:

Gerardine Jones
Head of Listing 
Irish Stock Exchange
28 Anglesea Street
Dublin 2

Tel: (01) 6174201


END

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