Acquisition of Stake

British Land Co PLC 5 June 2000 PROPOSED ACQUISITION OF STRATEGIC INVESTMENT IN LIBERTY INTERNATIONAL PLC The British Land Company PLC ('British Land') announces that it has entered into a conditional agreement with Standard Bank Investment Corporation Limited ('Stanbic' or 'Standard Bank') and Liberty Group Limited ('LGL' or 'Liberty Group') (together the 'Vendors') to acquire ordinary shares in Liberty International PLC ('Liberty') which, taken together with the 522,025 Liberty shares which British Land already owns, would give British Land a 29.9 per cent. holding in Liberty. Together Stanbic and LGL, both of which are listed on the Johannesburg Stock Exchange, currently own or control 105,526,569 Liberty shares, representing 33.6 per cent. of the outstanding share capital of Liberty. The agreement is conditional, inter alia, on approval of the transaction by the shareholders of Stanbic and on regulatory approval from the South African Reserve Bank. The transaction is expected to complete immediately following satisfaction of these conditions. Strategic rationale This strategic investment would increase British Land's exposure to a substantially ungeared and valuable portfolio with sound properties, including leading regional and super-regional shopping centres in the UK. It complements British Land's recent purchase of Meadowhall Shopping Centre in Sheffield. Liberty's shopping centre interests have strong prospects for rental growth as well as good development and refurbishment potential. At the purchase price the investment would show a yield of 4%. Details of the proposed transaction Under the agreement, British Land expects to acquire from the Vendors 93,573,247 Liberty shares at a price of 550 pence per share, which, taken together with the 522,025 shares it already owns in Liberty, would give British Land ownership of 94,095,272 Liberty shares, representing 29.9 per cent. of Liberty's existing issued share capital. The total consideration would be £515 million and British Land has the option to fund £233 million of the consideration through an issue of new British Land shares to the Vendors. The balance of the consideration (or the entire consideration if the option to issue British Land shares is not exercised) would be funded from existing committed unsecured bank facilities. If the option is exercised the new British Land shares will be issued to the Vendors at a price of 450 pence per British Land share and the Vendors would beneficially own 51.8 million British Land shares, representing approximately 9.1 per cent. of the enlarged British Land share capital. The shares will not rank for the final dividend for the year ended 31 March 2000, declared on 31 May 2000. Financial information on Liberty In the year to 31 December 1999, Liberty generated pre-exceptional operating profits of £158.9 million on a turnover of £283.1 million. Liberty announced the payment of an ordinary dividend of 20.5 pence per share for that period. As at 31 December 1999, Liberty had net assets of £2,230.1 million. Next steps Further information will be provided on completion. Commenting on the proposed acquisition, John Ritblat, Chairman and Managing Director of British Land, said: 'We are delighted to have agreed to acquire this significant investment in a company whose assets are of the highest quality and are strategically complementary to our own and for whose Chairman, Directors and management we have the highest regard. We look forward to participating in Liberty's future. We are also delighted that, should we exercise our option to issue shares to the Vendors, we will be gaining Standard Bank and Liberty Group as substantial international investors in the Company.' Enquiries John Ritblat, Chairman The British Land Company PLC John Weston Smith, Finance Director 020 7486 4466
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