Issue of Debt

British Land Co PLC
18 January 2006

                                                                 18 January 2006



BRITISH LAND PLANS £750 MILLION SUPERSTORE PORTFOLIO REFINANCING REDUCING GROUP
                     INTEREST COST BY £7 MILLION PER ANNUM


The British Land Company PLC ("British Land") announces plans for a refinancing
of its existing superstore portfolio (BLSSP) (Note 1) which is securitised 
through Werretown Supermarkets Securitisations plc.  BLSSP will be refinanced by
a new simplified securitisation issued by BL Superstores Finance PLC, a wholly 
owned subsidiary of British Land.  The proposed refinancing, which unlocks value
for both British Land and existing bondholders, is expected to amount to £750
million (Note 2) and includes £52 million in new floating rate bonds.  The new
financing is expected to have a weighted average interest rate of approximately
4.9%.

The refinancing follows on from the success of, and positive investor reception
for, the similar exercise carried out in March 2005 on British Land's £2 billion
Broadgate securitisation.


Highlights
  • Group interest costs reduced by £7 million per annum
  • Group weighted average cost of debt reduced from 5.87% to 5.70% (Note 3)
  • Financing costs of BLSSP reduced from 6.75% to 4.93%
  • Pre-tax exceptional charge of £104 million mainly due to difference
    between the redemption value and book/nominal value of existing debt
  • Adjusted NAV reduced by 14 pence per share; NNNAV virtually unchanged
  • The new simplified structure will provide significant rating improvements
    for existing bondholders


Commenting on the Proposed Transaction, Graham Roberts, Finance Director of
British Land, said: "This major refinancing of the Sainsbury's portfolio
continues our investor friendly positioning, unlocking significant additional
value for bondholders and British Land.  Bondholders will benefit from a
simplified structure and significant rating improvements; for shareholders there
is improved financing flexibility and reduced interest charges going forward.
The Proposals have been approved by a Special Committee of the ABI representing
34% of the existing fixed rate bonds."



Enquiries:

The British Land Company PLC
Graham Roberts, Finance Director                         Tel.: [phone]
Peter Clarke, Executive Officer                          Tel.: [phone]

Morgan Stanley
Cecilia Tarrant, Executive Director                      Tel.: [phone]
Justin Sulger, Vice President                            Tel.: [phone]

The Royal Bank of Scotland
Andrew Burton, Securitisation Product Manager            Tel.: [phone]
Colin Lally, Securitisation Director                     Tel.: [phone]

Finsbury
Edward Orlebar                                           Tel.: [phone]




Notes:
(1)   BLSSP (Funding) PLC ("BLSSP"), a wholly-owned subsidiary of British Land,
has issued one tranche of secured and 5 tranches of unsecured notes.  The former
are secured on 35 Sainsbury superstores and the latter are guaranteed by the
ring-fenced British Land subsidiaries that own the superstores.  At 4 January
2006, BLSSP had £608 million of notes outstanding.
(2)   Throughout this announcement, the nominal value and coupons of the New
Bonds are stated based on market pricing as of 16 January 2006.
(3)  Throughout this announcement, the financial effects of the Proposed
Transaction on British Land are stated on a pro forma basis as though it had
completed on 30 September 2005 assuming the number of shares in issue as at that
date and using the assumed nominal value and coupons of the New Bonds as
described in note (2) above. The actual financial effects, including the nominal
value and coupons of the New Bonds issued and the accounting charge that will be
incurred by British Land, will be determined by interest rates on the Pricing
Date.



Background

The BLSSP financing, funded by Werretown Supermarkets Securitisations plc (the 
"Existing Bonds"), was issued in June 2001 and subsequently tapped in October
2003.  The BLSSP portfolio consists of 35 superstores let to J Sainsbury PLC 
("Sainsbury's"), located throughout England and Wales.  The current portfolio,
with one exception described below, has been collateral for the BLSSP financing
since its origination in 2001, and is currently valued at £1.1 billion.  Rental
increases have been achieved on the portfolio including as a result of
extensions to 11 of the 35 superstores.  In July 2005, the Selly Oak property
was substituted by the more valuable and higher-income producing Crawley
property.  Consistent rental and capital growth in the portfolio since the last
tap issue can also support some further issuance.


The Proposed Transaction

BL Superstores Finance PLC, a wholly owned subsidiary of British Land, is
proposing to issue new bonds totalling approximately £750 million (the "New
Bonds") secured on the BLSSP portfolio. The outstanding £608 million of Existing
Bonds are proposed to be redeemed.

Under the Proposed Transaction, which is subject to the approval of holders of
each class of the Existing Fixed Rate Bonds (as defined below):

•         British Land will be moving the BLSSP financing to a simplified CMBS
structure in line with current rating agency requirements and the ratings of the
bonds will be de-linked from Sainsbury's credit.  The proposed covenant changes
will closely follow those in its Broadgate securitisation, including provisions
for new tap issuance if the rating condition is satisfied.

•         The Existing Bonds will be refinanced as follows:

•         £459 million of Existing Bonds with fixed rate coupons (the "Existing
Fixed Rate Bonds") will be redeemed at the applicable redemption price.  Subject
to certain exceptions, the redemption price will be settled by delivery of new
fixed rate bonds issued by BL Superstores Finance PLC (the "New Fixed Rate 
Bonds") to the holders of Existing Fixed Rate Bonds. The New Fixed Rate Bonds 
will be issued with a compensating increase in nominal value of approximately 
£90 million, calculated at the yield to maturity commensurate with the relevant
class of Existing Fixed Rate Bonds, and with new coupons which are expected to
be higher than the current market for similarly rated securities.  Accrued
interest will be paid in cash. The Class A2 bonds are expected to be upgraded 2
notches from AA/AA to AAA/AAA, and the Class B2 and B3 bonds are expected to be
upgraded 3-4 notches from BBB/BBB- to A/A.

•         The remaining £149 million of the Existing Bonds which have floating
rate coupons (the "Existing Floating Rate Bonds") will be redeemed in cash on
the interest payment date falling due in April 2006 in accordance with their
terms.  The Existing Floating Rate Bonds will be redeemed out of the proceeds of
new floating rate bonds proposed to be issued by BL Superstores Finance PLC (the
"New Floating Rate Bonds").

Following the Proposed Transaction, it is expected that the total nominal value
of the outstanding BLSSP debt will be approximately £750 million. The actual
amount will depend on the final pricing determined by reference to interest
rates on a date closer to the date of settlement (the "Pricing Date").

A Consent Solicitation Document (containing a Preliminary Offering Circular in
respect of the New Bonds) is being published by Werretown Supermarkets
Securitisations plc today setting out proposals to the Existing Fixed Rate
Bondholders (the "Proposals") and setting out terms for the New Bonds.

The Consent Solicitation Document contains notices convening meetings of each
class of the Existing Fixed Rate Bondholders to be held on or around 9 February
2006 to consider and, if thought fit, approve Extraordinary Resolutions to
effect the Proposals.  Subject to the Proposals being approved, and the
conditions specified in the Consent Solicitation Document being satisfied or (if
capable of waiver) waived, Existing Fixed Rate Bondholders who deliver valid
voting instructions as required by the Consent Solicitation Document (which,
subject as provided in the Consent Solicitation Document, are not subsequently
revoked or withdrawn) before 2.00 pm on 1 February 2006 will be entitled to
receive a fee payable in cash in an amount equal to 0.40% of the current nominal
principal amount of their Existing Fixed Rate Bonds (the "Early Solicitation 
Fee").  The expiration date for Existing Fixed Rate Bondholders to submit 
completed voting instructions in order to vote at the meetings is 7 February 
2006. Assuming the Proposals are approved, the Proposed Transaction is expected 
to close in early March 2006.


Effect on Existing Bondholders

Holders of Existing Fixed Rate Bonds will receive New Fixed Rate Bonds with a
compensating increase in nominal value of approximately £90 million, calculated
at the yield to maturity commensurate with the relevant class of Existing Fixed
Rate Bonds, and with new coupons which are expected to be higher than the
current market for similarly rated securities. Holders of Existing Fixed Rate
Bonds will also enjoy significant improvements in their credit metrics as
compared to the original issuance in 2001 and the tap issue in 2003.  In
addition, by receiving New Fixed Rate Bonds at an increased nominal value,
calculated at current market rates, in the new BL Superstores Finance PLC
structure, holders of Existing Fixed Rate Bonds will gain security for the
current mark-to-market premium as well as the potential for increased market
liquidity.

A significant benefit to holders of Existing Fixed Rate Bonds is the
multiple-notch credit rating upgrades expected to be achieved by moving the
strongly performing superstore portfolio onto a traditional CMBS structure
de-linked from Sainsbury's corporate credit rating.

The Class A1 and B1 Existing Floating Rate Bonds will be redeemed at par on the
interest payment date falling due in April 2006.  The Class M1, C1 and D1
Existing Floating Rate Bonds will be issued at current market levels, of which
£52 million will represent new incremental debt.


Benefits for Existing Fixed Rate Bondholders

The Proposed Transaction offers a number of benefits to the Existing Fixed Rate
Bondholders including:

•         the switch to a structure that is de-linked from Sainsbury's rating,
together with a number of other related structural changes, will enable the New
Fixed Rate Bonds to achieve ratings higher than those that currently apply to
the Existing Fixed Rate Bonds.  As an incentive to Existing Fixed Rate
Bondholders to vote in favour of the Proposals, the New Fixed Rate Bonds will be
issued at a discount to where comparable issues with similar ratings are trading
as at today's date;

•         the switch from a Sainsbury's linked deal to a traditional CMBS
structure will unlock significant value and is also likely to result in some or
all of the New Fixed Rate Bonds having less volatility than the Existing Fixed
Rate Bonds;

•         the issuance of the M1 New Floating Rate Bonds subordinate to the A2
New Fixed Rate Bonds and the C1 and D1 New Floating Rate Bonds subordinate to
the B2 and B3 New Fixed Rate Bonds respectively will improve the credit metrics
of the New Fixed Rate Bonds when compared with the Existing Fixed Rate Bonds and
contribute to the achievement by the New Fixed Rate Bonds of higher ratings than
the Existing Fixed Rate Bonds;

•         the New Fixed Rate Bonds will benefit from a less complex structure
than the Existing Fixed Rate Bonds;

•         by receiving New Fixed Rate Bonds of an increased nominal amount,
calculated at current market rates, Existing Fixed Rate Bondholders will obtain
security over the premium to nominal value at which the Existing Fixed Rate
Bonds are currently trading;

•         the liquidity facility in respect of the New Bonds will increase in
size and will provide cover in respect of interest and scheduled principal on
all classes of the New Fixed Rate Bonds (subject to certain restrictions on
principal payments and other agreed limits).  The liquidity facility is not
currently available to holders of Class B2 Existing Fixed Rate Bonds and Class
B3 Existing Fixed Rate Bonds; and

•         market liquidity for the New Fixed Rate Bonds is expected to increase
slightly as a result of the increase in the aggregate issue size, with the total
value of outstanding New Fixed Rate Bonds in issue increasing by approximately
20% above the total value of the Existing Fixed Rate Bonds currently in issue.

A Special Committee of the Association of British Insurers, representing
approximately 34% of the principal amount outstanding of the Existing Fixed Rate
Bonds, has considered the proposals. The members of the Special Committee have
indicated that they find the proposals acceptable, that they intend to vote in
favour of the Proposals in respect of their holdings and that they will be
inviting other ABI members to consider a similar course of action.


Effect on British Land

Under the Proposed Transaction, British Land will be raising approximately £750
million of financing secured on the BLSSP portfolio in a simplified structure
with improved covenants and sufficient operational flexibility to address its
business needs going forward.  As part of this refinancing, British Land will be
raising £52 million of additional funding.

British Land will incur a pre-tax exceptional charge of approximately £104
million, (Note 4) mainly due to the difference between the redemption value and 
book/nominal value of its existing debt.  However, the Proposed Transaction is
expected to result in a recurring annual positive impact on pre-tax profits of
approximately £7 million (£5 million after tax).  The Proposed Transaction is
expected to reduce the weighted average cost of all debt secured on the
portfolio from the current 6.75% to approximately 4.93% and reduce British
Land's ongoing headline cost of debt overall on a pro forma basis from 5.87% to
approximately 5.70%.

The impact of the exceptional charge will be to reduce adjusted net asset value
(Note 5) ("NAV") by £73 million, equivalent to 14 pence per fully diluted share 
and 1% of British Land's fully diluted adjusted NAV per share as at 30 September
2005.  However, there will be virtually no effect on British Land's NNNAV, 
"triple net" asset value, that is, broadly, adjusted net asset value ("NAV") 
less the post-tax mark to market of debt and derivatives and less contingent 
capital gains tax.

The Proposed Transaction, which is subject to the approval of holders of each
class of the Existing Fixed Rate Bonds, is expected to close in early March
2006.



Notes:
(4)   The exceptional charge includes an amount relating to the Early
Solicitation Fee, which is assumed to be payable to all Existing Fixed Rate
Bondholders, though the actual amount will depend on the number of such
bondholders submitting their voting instructions in the required form on or
prior to 1 February 2006.
(5)   Adjusted net asset value per diluted share as at 30 September 2005 of
1,256 pence, stated after adding back the £132 million capital allowance effects
of IAS 12; the £73 million surplus on development and trading properties; the
£990 million contingent taxes on revaluation gains (net of goodwill); and the
£63 million fair value adjustments for debt and related derivatives (net of
deferred tax).



Indicative terms of the Proposals

Under the Proposals, the yield at which the Existing Fixed Rate Bonds will be
redeemed will be equal to the sum of the relevant Benchmark Reference Security
Yield on the Pricing Date and the applicable fixed spread as stated in the
table, expressed on an annual 30/360 day count basis, compounded quarterly.
Subject to certain exceptions, the redemption price will be settled by delivery
to the holders of New Fixed Rate Bonds at a discount to the current market price
for similarly rated securities.

Indicative terms of the Proposals to Existing Fixed Rate Bondholders based on
yields on 16 January 2006 are summarised in the table below.



Class  Existing Existing     Final  Benchmark Redemption     New    New     New
        Nominal   Coupon  Maturity  Reference     Spread Nominal  Issue  Coupon
                                     Security           (Note 6) Spread (Note 6)                      
                                                                                                                        
A2        £209m   6.453%      2028  UKT 4 3/4's   52 bps  £258m  46 bps   4.439%
                                      of 2020                                    

B2        £209m   6.994%      2028  UKT 4 3/4's  137 bps  £243m 117 bps   5.141%
                                      of 2020                                    

B3         £41m   7.239%      2028    UKT 5's    177 bps   £48m 157 bps   5.462%
                                      of 2025                      

          £459m   6.769%(Note 7)                          £549m  87 bps   4.840%


(6) Illustrative pro forma based on market pricing at the close of business on
16 January 2006.  Final pricing will be determined by reference to yields on the
relevant Benchmark Reference Securities on the Pricing Date.  Existing Fixed
Rate Bondholders will also receive accrued interest payable and the Early
Solicitation Fee (as applicable) in cash.
(7) Average cost of debt weighted by nominal value.



Important notice

The contents of this press release, which have been prepared by and are the sole
responsibility of British Land, have been approved by Morgan Stanley & Co.
International Limited ("Morgan Stanley")  solely for the purposes of section 21
(2)(b) of the Financial Services and Markets Act 2000.  Morgan Stanley, together
with The Royal Bank of Scotland plc ("RBS"), are acting for Werretown
Supermarkets Securitisations plc, British Land and BL Superstores Finance PLC in
connection with the Proposed Transaction and no one else, and will not be
responsible to anyone other than Werretown Supermarkets Securitisations plc,
British Land and BL Superstores Finance PLC for providing the protections
offered to clients of Morgan Stanley and/or RBS nor for providing advice in
relation to the Proposed Transaction.  The address of Morgan Stanley is 25 Cabot
Square, Canary Wharf, London E14 4QA.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities of BL Superstores Finance PLC.  Nothing in this press
release constitutes advice on the merits of buying or selling a particular
investment or exercising any right conferred by the securities described herein.
Any investment decision as to any purchase of securities referred to herein
must be made solely on the basis of information contained in the final form of
the Offering Circular of BL Superstores Finance PLC and no reliance may be
placed on the completeness or accuracy of the information contained in this
press release.

Securities are not suitable for everyone.  The value of securities can go down
as well as up.  You should not deal in securities unless you understand their
nature and the extent of your exposure to risk.  You should be satisfied that
they are suitable for you in the light of your circumstances and financial
position.  If you are in any doubt you should consult an appropriately qualified
financial advisor.


Notes to editors:

The BLSSP portfolio consists of 35 superstores located throughout England and
Wales.  25 of the stores are classified as out-of-town/edge-of-town/suburban,
and 10 are classified as town or district centre.

The current portfolio value, as of 30 September 2005, is £1,128 million, with
passing rent of £56.4 million; however, there are a number of rent reviews
currently under negotiation, expected to be settled before the closing of the
transaction.  The current stabilised rent is £59.1 million.

British Land first securitised the BLSSP portfolio in 2001 and subsequently
tapped the transaction in 2003, both through issues by Werretown Supermarkets
Securitisations PLC.

Morgan Stanley & Co. International Limited and The Royal Bank of Scotland plc
are acting as Solicitation Agents and Joint Lead Managers and Joint Bookrunners
in connection with the Proposed Transaction.


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