Land Securities recommended cash offer for Tops Estates Plc (UK)

The Boards of Land Securities Group PLC and Tops Estates PLC have announced that they have reached unanimous agreement on the terms of recommended offers for the Shares in and convertible unsecured loan stock of Tops Estates. Citigroup will make the Offers on behalf of Retail Property Holdings Trust Limited, a wholly-owned subsidiary of Land Securities (the 'Offeror'). The Offers represent an enterprise value for Tops Estates of approximately £517.2 million, including net debt (excluding the CULS) at 30 September 2004 of approximately £207.3 million.

Tops Estates is a specialist investor in town and city centre shopping centres. Tops Estates’ property portfolio comprises shopping centres with a total gross area of approximately 230,000 sq. m. in seven locations - three in the North of England, three in the Midlands and one in

London. Tops Estates’ property portfolio was independently valued as at 31 March 2005 at £566.7 million, based on current annual net rental income of £30.4 million and estimated annual net market rental value of £40.7 million.

The acquisition of Tops Estates will strengthen further Land Securities’ position in the retail sector and the shopping centres being acquired offer Land Securities management and development opportunities to create value. In particular, the Clayton Square Shopping Centre consolidates Land Securities’ position in Liverpool; Tops Estates’ sites in Corby provide a longer-term development opportunity; and its properties in Leeds provide Land Securities with an entry into one of the top 10 city centre retail markets in the UK. Land Securities will also continue to deliver the asset management programmes already initiated at Tops Estates’ sites in Stafford, Harrogate, Worcester and Shepherd’s Bush.

Commenting on the Offers, Francis Salway, CEO of Land Securities, said: “Land Securities has one of the leading property businesses in the UK, with over £8 billion currently invested. The acquisition of Tops Estates will further strengthen our position in the retail sector, enabling us to capitalise on the synergies arising from managing an enlarged portfolio of shopping centres. Tops Estates' portfolio is located in medium to large sized conurbations across the UK and offers ongoing asset enhancement opportunities of a type on which both Tops Estates and Land Securities have successful track records."

Everard Goodman, Chairman of Tops Estates, said: “The Offers give Shareholders and CULS Holders a price which I recommend they accept as it reflects the value created by the Tops Estates team through its asset management, development and regeneration initiatives and allows the Shareholders and CULS Holders an excellent opportunity to benefit from a realisation of their investment in cash today. Land Securities is well placed to continue to develop further the assets of Tops Estates and to capitalise on its existing resources, knowledge and experience in the town and city centre shopping centre development market. I would like to thank all members of the Tops Estates team for their dynamic approach, dedication and great enthusiasm to deliver growth and also our professional advisers for the positive and progressive roles that they have played throughout the years”.

Source: Land Securities