Offer for Pillar Property

British Land Co PLC
23 May 2005

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
                        FROM CANADA, AUSTRALIA OR JAPAN.

                             FOR IMMEDIATE RELEASE



                                                                     23 May 2005


                            RECOMMENDED ACQUISITION


                                      by


                         THE BRITISH LAND COMPANY PLC


              for all the issued and to be issued share capital of


                              PILLAR PROPERTY PLC

                           to be effected by means of
                             a Scheme of Arrangement

                   under section 425 of the Companies Act 1985



Summary



• The boards of The British Land Company PLC ("British Land") and Pillar
Property PLC ("Pillar") are pleased to announce the terms of recommended
Proposals under which British Land will acquire the entire issued and to be
issued ordinary share capital of Pillar.



The Proposals



• It is intended that the Acquisition is to be implemented by way of a Court
sanctioned Scheme of Arrangement under section 425 of the Companies Act.



• The terms of the Acquisition will enable all Pillar Shareholders to receive
855 pence in cash in respect of each Pillar Share held by them, valuing the
entire issued and to be issued ordinary share capital of Pillar at approximately
£811.0 million.  There will be no final dividend paid.



• The Acquisition price represents a premium of:



-         9.6 per cent. to the fully diluted net asset value of 780 pence per
Pillar share as at 31 March 2005;



-         7.5 per cent. to the closing price of 795 pence per Pillar Share as of
19 May 2005, the day prior to announcement that Pillar was in discussions with a
possible offeror.



• The Pillar Directors, who have been so advised by Credit Suisse First Boston
and JPMorgan Cazenove, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Pillar Directors, Credit Suisse First
Boston and JPMorgan Cazenove have taken into account the commercial assessments
of the Pillar Directors.  The Pillar Directors are unanimously recommending
Pillar Shareholders to vote in favour of the Scheme as they intend to do in
respect of their own holdings of Pillar Shares.



• The Acquisition of Pillar is consistent with British Land's strategic
evolution, to be more fully presented with its preliminary results for the year
ended 31 March 2005 on Wednesday, 25 May. This builds on the bedrock of British
Land's existing focus on UK real estate offering growth, quality and security.
The aim is to further intensify British Land's asset management and its
portfolio management, as well as to build and renew its talent base. The
principal benefits of the transaction include:



The transaction, together with existing assets, gives British Land a unique and
distinctive leadership position in the highest performing retail asset class.
Pillar (directly and indirectly) owns approximately £1.3 billion of high quality
property assets and manages an attractive portfolio of some of the largest out
of town retail parks in the UK valued at approximately £2.7 billion. Retail
warehousing has been and is expected to remain one of the most attractive asset
classes with strong prospects. Following the Acquisition, British Land will own
or manage in excess of £10 billion of retail assets. This is expected to create
management synergies and further strategic options if UK REITs are successfully
implemented.



The acquisition of Pillar's fund management operations creates an additional
revenue stream which is expected to grow. This is a logical and attractive
extension of British Land's distinctive track record in property partnerships
with third parties. Additionally, this fund management expertise may be useful
in considering future options around British Land's existing assets.



British Land will also welcome Pillar's high quality management team, which has
a track record of generating growth from active property management with a
strong performance orientation. They will intensify and add to the property
management skills of British Land's existing team.



• British Land has today acquired from GE Pension Trust its holding of
19,335,710 Pillar shares representing approximately 21.5 per cent. of the
existing issued ordinary share capital of Pillar.



•       Irrevocable undertakings to vote in favour of the Scheme have been
received from the Pillar Directors in respect of a total of 4,093,617 Pillar
Shares representing approximately 4.5 per cent. of the existing issued ordinary
share capital of Pillar. These irrevocable undertakings will only cease to be
binding in the event that the Scheme lapses or is withdrawn.



•       An irrevocable undertaking has also been received from the trustee of
the Employee Share Option Trust (ESOT) in respect of a total of 1,166,762 Pillar
Shares representing approximately 1.3 per cent. of the existing issued ordinary
share capital of Pillar. This irrevocable undertaking will only cease to be
binding in the event that the Scheme lapses or is withdrawn.



Morgan Stanley & Co. Limited and UBS Investment Bank are acting as joint
financial advisers and corporate brokers to British Land in relation to the
Acquisition. Credit Suisse First Boston and JPMorgan Cazenove are acting as
joint financial advisers to Pillar and JPMorgan Cazenove is acting as sole
corporate broker to Pillar.



Commenting on the Acquisition, Stephen Hester, Chief Executive of British Land,
said:



"The acquisition of Pillar provides British Land with an attractive opportunity
to accelerate our stated strategy.  We are reshaping the portfolio towards
growth assets and intensifying property asset management activity. By adding
over £3 billion of fund assets under management, a valuable new avenue of income
growth also opens up."



Commenting on the Acquisition, Raymond Mould, Chairman of Pillar, said:



"Since its flotation, Pillar has generated high returns for its shareholders.
The Board of Pillar believes that British Land will be a good steward for the
preservation and development of the existing funds and that the total
Acquisition value of 855 pence per share provides ordinary shareholders with an
attractive exit price."



This summary should be read in conjunction with the full text of the attached
announcement.



British Land will be holding an analysts' presentation today, Monday 23 May 2005
at 11am at the Conference Centre of UBS, 1 Finsbury Avenue, London EC2M 2PP.



A live conference call will be available through the following dial-ins:

[phone] and [phone]. Passcode: British Land



The details will be on the company's website www.britishland.com.  An archive
copy will then be available at the same address later today.





ENQUIRIES:


The British Land Company PLC
Stephen Hester                                                 [phone]
John Weston Smith                                              [phone]

UBS Investment Bank-Joint Financial Adviser and Corporate Broker to British Land
Simon Warshaw                                                  [phone]
Tim Guest                                                      [phone]
Mihiri Jayaweera                                               [phone]

Morgan Stanley & Co. Limited-Joint Financial Adviser and Corporate Broker to
British Land
Jonathan Lane                                                  [phone]
Mark Warham                                                    [phone]
Paul Baker                                                     [phone]

Finsbury-Public relations adviser to British Land
Edward Orlebar                                                 [phone]

Pillar Property PLC
Raymond Mould                                                  [phone]
Patrick Vaughan                                                [phone]

Credit Suisse First Boston-Financial Adviser to Pillar
Andrew Christie                                                [phone]
Ian Marcus                                                     [phone]
Ian Brown                                                      [phone]

JPMorgan Cazenove-Financial Adviser and Corporate Broker to Pillar
Richard Cotton                                                 [phone]
Bronson Albery                                                 [phone]
Roger Clarke                                                   [phone]

Gavin Anderson-Public relations adviser to Pillar
Charlotte Stone                                                [phone]
Richard Constant                                               [phone]





Morgan Stanley & Co. Limited and UBS Investment Bank are acting for British Land
and no one else in relation to the Acquisition and the matters referred to in
this announcement and will not be responsible to any person other than British
Land for providing the protections afforded to clients of Morgan Stanley & Co.
Limited and UBS Investment Bank nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.



Credit Suisse First Boston and JPMorgan Cazenove are acting for Pillar and no
one else in connection with the Acquisition and the matters referred to herein
and will not be responsible to any other person for providing the protections
offered to clients of Credit Suisse First Boston and JPMorgan Cazenove or for
providing advice in relation to the Acquisition or any other matters referred to
in this announcement.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.  This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.

The Proposals will not be made, directly or indirectly, in, into or from or by
the use of mail or any means or instrumentality (including, without limitation,
telephone, facsimile or other forms of electronic transmission) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of Canada, Australia or Japan. Accordingly, neither this announcement
nor the Scheme Document or accompanying documents (or any copy thereof) is
being, and must not be, mailed or otherwise forwarded, distributed or sent in,
into or from Canada, Australia or Japan.  All Shareholders or other persons
(including nominees, trustees and custodians) who would otherwise intend to, or
may have a contractual or legal obligation to, forward this announcement or the
Scheme Document and accompanying documents to any jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, registered under the Securities Act 1933 or under any relevant
securities laws of any states or other jurisdiction of the United States, nor
have the relevant clearances been, nor will they be, obtained from the
securities law of any province or territory of Canada, nor has a prospectus in
relation to the Loan Notes been, nor will one be, lodged with or registered by
the Australian Securities and Investments Commission nor have any steps been
taken, nor will any steps be taken, to enable the Loan Notes to be offered in
compliance with applicable securities law of Japan. Accordingly, unless an
exception under the Securities Act 1933 or such securities laws is available,
the Loan Note Alternative is not being made available in, and the Loan Notes may
not be offered, sold, resold or delivered, directly or indirectly, in, into or
from, the United States, Canada, Australia or Japan, or any other jurisdiction
in which an offer of Loan Notes would constitute a violation of relevant laws or
require registration thereof, or to or for the account or benefit of any US
Person or resident of Canada, Australia or Japan.



The Directors of British Land accept responsibility for the information
contained in this announcement, other than that relating to Pillar, the Pillar
Group, the Directors of Pillar and members of their immediate families, related
trusts and persons connected with them (within the meaning of Section 346 of the
Companies Act) and information relating to the recommendation of voting in
favour of the Proposals and the recommendation itself. To the best of the
knowledge and belief of the Directors of British Land (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.



The Directors of Pillar accept responsibility for the information contained in
this announcement relating to Pillar, the Pillar Group, the Directors of Pillar
and members of their immediate families, related trusts and persons connected
with them (within the meaning of Section 346 of the Companies Act) and
information relating to the recommendation of voting in favour of the Proposals
and the recommendation itself.  To the best of the knowledge and belief of the
Directors of Pillar (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.



This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor a solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale, issuance or transfer
of the securities referred to in this announcement in any jurisdiction in
contravention of applicable law.



Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Pillar, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Pillar is generally required under the provisions of Rule 8 of the City Code to
notify a Regulatory Information Service and the Panel by not later than 12.00
noon (London time) on the business day following the date of the relevant
transaction in such securities during the period from the date of this
announcement to the date of the Meetings. Please consult your independent
financial adviser authorised under the Financial Services and Markets Act 2000
immediately if you believe this Rule may be applicable to you or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on +44 (0)20
7638 0129.




 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
                        FROM CANADA, AUSTRALIA OR JAPAN.

                             FOR IMMEDIATE RELEASE



                                                                     23 May 2005


                            RECOMMENDED ACQUISITION


                                      by


                         THE BRITISH LAND COMPANY PLC


              for all the issued and to be issued share capital of


                              PILLAR PROPERTY PLC

                           to be effected by means of
                             a Scheme of Arrangement

                   under section 425 of the Companies Act 1985


1.             Introduction


The boards of British Land and Pillar are pleased to announce they have reached
agreement on the terms of the recommended Proposals under which British Land
will acquire the entire issued and to be issued ordinary share capital of
Pillar.



The Pillar Directors, who have been so advised by Credit Suisse First Boston and
JPMorgan Cazenove, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Pillar Directors, Credit Suisse First
Boston and JPMorgan Cazenove have taken into account the commercial assessments
of the Pillar Directors.



2.         The Acquisition


It is intended that the Acquisition is to be implemented by way of a Court
sanctioned Scheme of Arrangement under section 425 of the Companies Act, which
will be subject to the conditions and further terms set out in Appendix I to
this announcement and to the further terms to be set out in the Scheme Document.
Pillar Shareholders other than those who validly elect for the Loan Note
Alternative will receive:



    for  each Pillar Share                                 855 pence in cash



The Acquisition values the entire issued and to be issued ordinary share capital
of Pillar at approximately £811.0 million.



• The Acquisition price represents a premium of:





-         9.6 per cent. to the fully diluted net asset value of 780 pence per
Pillar share as at 31 March 2005;



-         7.5 per cent. to the closing price of 795 pence per Pillar Share as of
19 May 2005, the day prior to announcement that Pillar was in discussions with a
possible offeror.



The Acquisition will be made by British Land or, at its option, a wholly owned
subsidiary of British Land.



Definitions of certain expressions used in this announcement are contained in
Appendix III.



3. Loan Note Alternative



Pillar Shareholders (other than certain Overseas Persons) may elect to receive
Loan Notes to be issued by British Land (or a wholly owned subsidiary of British
Land) as an alternative to receiving any or all of the cash consideration which
they would otherwise receive under the Acquisition on the following basis:



For every £1 of cash consideration under the Scheme, £1 nominal value of Loan
Notes.



The Loan Notes will be unsecured obligations of British Land (or, if relevant,
the wholly owned subsidiary of British Land) and will be issued, credited as
fully paid, in amounts and integral multiples of £1 in nominal value. The
obligation to pay the principal sum under the Loan Notes will be irrevocably and
unconditionally guaranteed for three years from the date of the instrument
creating the Loan Notes. The Loan Notes will not be transferable other than in
certain limited circumstances.  All fractional entitlements will be disregarded
and not paid.  The Loan Notes will be governed by English Law.



The Loan Notes will bear interest (from the date of issue) payable to the
relevant holder of Loan Notes (subject to any requirement to deduct tax thereon)
semi-annually in arrears on 31 December and 30 June at the rate of 0.55 per
cent.  below LIBOR.  The first interest payment will be made on 31 December 2005
in respect of the period from and including the date of issue of the relevant
Loan Notes up to (but excluding) that date.



The Loan Note Alternative will be conditional upon the Scheme becoming effective
and valid elections having been received by such time for at least £5 million in
nominal value of Loan Notes. The Loan Notes will have a term of 10 years and
holders of Loan Notes will have the opportunity to redeem them on each interest
payment date falling on or after 30 September 2006, provided that any Loan Notes
issued after 30 September 2005 will be redeemable only from the first interest
payment date falling after the first anniversary of the issue of such Loan
Notes. British Land will be entitled to redeem all outstanding Loan Notes if the
aggregate nominal value of outstanding Loan Notes is below £5 million at any
time during their term.



The aggregate principal amount of the Loan Note is limited to £200 million. If
valid elections are received from holders of Scheme Shares in excess of this
amount, elections will be scaled back on a pro-rata basis so that the aggregate
principal amount of Loan Notes issued shall not exceed £200 million.



Further details of the Loan Note Alternative will be set out in the Scheme
Document.



4. Recommendation, irrevocable undertakings and share purchase



The Pillar Directors, who have been so advised by Credit Suisse First Boston and
JPMorgan Cazenove, consider the terms of the Proposals to be fair and
reasonable. In providing advice to the Pillar Directors, Credit Suisse First
Boston and JPMorgan Cazenove have taken into account the commercial assessments
of the Pillar Directors.



The Pillar Directors are unanimously recommending Pillar Shareholders to vote in
favour of the Scheme. The Directors of Pillar have irrevocably undertaken to
vote in favour of the Proposals in respect of a total of 4,093,617 Pillar Shares
representing, approximately 4.5 per cent. of the existing issued ordinary share
capital of Pillar. These irrevocable undertakings will only cease to be binding
in the event that the Scheme lapses or is withdrawn.



An irrevocable undertaking has also been received from the trustee of the
Employee Share Option Trust (ESOT) in respect of a total of 1,166,762 Pillar
Shares representing approximately 1.3 per cent. of the existing issued ordinary
share capital of Pillar. This irrevocable undertaking will only cease to be
binding in the event that the Scheme lapses or is withdrawn.



British Land has today acquired from GE Pension Trust its holding of 19,335,710
Pillar shares representing approximately 21.5 per cent. of the existing issued
ordinary share capital of Pillar.



5. Background to and reasons for the Acquisition



The Acquisition of Pillar is consistent with British Land's strategic evolution,
to be more fully presented with its preliminary results for the year ended 31
March 2005 on Wednesday, 25 May 2005. This builds on the bedrock of British
Land's existing focus on UK real estate offering growth, quality and security.
The aim is to further intensify British Land's asset management and its
portfolio management, as well as to build and renew its talent base. The
principal benefits of the transaction include:



The transaction, together with existing assets, gives British Land a unique and
distinctive leadership position in the highest performing retail asset class.
Pillar (directly and indirectly) owns approximately £1.3 billion of high quality
property assets and manages an attractive portfolio of some of the largest out
of town retail parks in the UK valued at approximately £2.7 billion. Retail
warehousing has been and is expected to remain one of the most attractive asset
classes with strong prospects.  British Land believes that retail warehousing
continues to be an attractive asset class and British Land expects demand to
continue to grow, while restrictions on planning consents are expected to limit
further supply of this asset class. With approximately 77 per cent. of the
Hercules Unit Trust ("HUT") portfolio consisting of retail parks with open A1
consent, Pillar offers a unique opportunity to obtain exposure to such a high
quality portfolio of this type and of such a large size.  Through a 36.4 per
cent. ownership in PREF, this transaction will also give British Land exposure
to a high quality growth market in Continental Europe-which fits well with the
core UK competencies of the combined company following the Acquisition.



Following the Acquisition, British Land will own or manage in excess of £10
billion in retail assets. This is expected to create management synergies and
further strategic options if UK REITs are successfully implemented.



The acquisition of Pillar's fund management operation creates an additional
revenue stream which is expected to grow. This is a logical and attractive
extension of British Land's distinctive track record in property partnerships
with third parties.  Additionally, this fund management expertise may be useful
in considering future options around British Land's existing assets.



British Land will also welcome Pillar's high quality management team which has a
track record of generating growth from active property management with a strong
performance orientation. They will intensify and add to the property management
skills of British Land's existing team.



6. Financial effects of the Acquisition



From an earnings and total return perspective, Pillar will primarily be
reflected in British Land's accounts from the second half of the 2005/6
financial year.  British Land expects attractive growth in total returns from
Pillar to make the acquisition value enhancing for British Land. Inter alia,
Pillar's profits are expected to benefit from strong rental reversions, ongoing
rental increases, significant interest and administration cost savings on
integration and the revised fee arrangements expected to be agreed with HUT unit
holders at the HUT EGM. Additionally there remain attractive prospective
development profits in the Pillar portfolio for realisation over the next three
years. The timing of these effects will determine whether or not there will be
any modest initial cash earnings dilution.



British Land also believes that there may be additional attractive synergies in
the Group as a whole from management of the combined retail portfolio and
performance of the enlarged property management team.



On a pro-forma basis, the acquisition of Pillar would have increased British
Land's Loan to Value Ratio by approximately 5 percentage points. British Land's
financial position remains strong with interest payments well covered by income.
  The enlarged asset portfolio enjoys a unique and substantial level of income
security (long leases, low voids) and a secure debt structure.



7. Information on British Land



British Land is the largest UK property investment company by assets and a
prominent constituent of the FTSE 100 Index.  The company invests in, manages
and develops prime, modern properties principally in the Retail and London
Office Sectors. Properties under management at 30 September 2004 totalled £12.3
billion: the majority is directly owned; the balance is held in joint ventures
and partnerships, of which British Land's share was valued at £1.2 billion.



British Land's investment approach is biased towards high quality, long lease
assets with strong long-term income growth in prospect.  A key criterion is a
property's enduring attraction to occupiers because of its business suitability,
location and efficiency.



The portfolio focuses on areas where the trends of supply and demand are
favourable over the long term. Approximately 55 per cent. is invested in retail
properties (37 per cent. out-of-town), including Meadowhall Shopping Centre (one
of only six regional centres in the UK), 71 superstores, 40 retail warehouse
parks and 39 prime department stores. A further 37 per cent. is invested in
Central London offices, including Broadgate, the premier City office estate.



The company blends its leasing, development, asset and liability management
skills in a single integrated approach.  Efficient capital structures and strong
risk management disciplines are an integral part of that approach.



British Land's management of its high quality properties, balanced portfolio and
efficient capital structure has produced total returns of 10.1 per cent. per
annum for shareholders over the 10 years to 31 March 2004 plus 9.1 per cent.
during the 6 months to the last reported results at 30 September 2004.



British Land generated profit before tax of £80.1 million for the six months
ended 30 September 2004 (£186.0 million for the year ended 31 March 2004), Group
gross rental income of £252.1 million for the six months ended 30 September 2004
(£486.7m for the year ended 31 March 2004). Net assets were £5,265.0 million at
30 September 2004 (£4,669.4 million at 31 March 2004) and adjusted diluted net
asset value per share was 1,049 pence at 30 September 2004 (966 pence at 31
March 2004). Net debt was £4,936.4 million at 30 September 2004 (£4,866.8
million at 31 March 2004) with a Loan to Value ratio of 46 per cent. (48 per
cent. at 31 March 2004).



British Land aims to manage its business and assets to achieve a Loan to Value
range of 45-55 per cent. This process also underlines British Land's commitment
to improving shareholder returns through active portfolio management.



8. Information on Pillar



Pillar is a listed property company active in both UK and European commercial
property markets.  Its principal investments are focussed on UK retail parks and
City of London offices.



In addition as property adviser to both HUT, the largest retail park unit trust
investing in the UK, and City of London Office Unit Trust ("CLOUT"), which
specialises in City of London offices, Pillar Retail Europark Fund ("PREF"), a
European retail park fund and Hercules Income Fund ("HIF"), a UK smaller retail
parks fund, Pillar manages property with a gross value of over £3 billion.
Pillar receives management fees on the trust portfolios and performance fees
dependent upon trust investment performance exceeding certain benchmarks. In
addition, Pillar develops retail schemes which will be offered to HUT. New fee
arrangements have recently been put to the unit holders of HUT which would, if
approved, provide an increase in base management fees and a revised HUT
performance fee for the future.


The majority of Pillar's investments are in the form of units in HUT and CLOUT.
As at 28 April 2005, HUT had a gross property value of £2.5 billion of which
Pillar owned 34.4 per cent. and CLOUT had a gross property value of £582 million
of which Pillar owned 35.9 per cent. HUT was created in September 2000 as a
closed-ended Jersey property unit trust to invest in properties in major
warehouse or shopping park locations in the United Kingdom. The objective of HUT
is to creatively and actively manage the retail park assets to achieve rental
and capital growth above benchmarked targets whilst not exposing itself to
speculative risk.



Pillar had Net Assets of £720.9 million at 31 March 2005 compared with £655.6
million as at 31 March 2004. Pillar generated profit before tax of £21.7million
for the year ended 31 March 2005 compared with £20.9 million for the year ended
31 March 2004.



9. The Structure of the Acquisition



The Proposals will be effected by means of a Scheme of Arrangement between
Pillar and Scheme Shareholders under section 425 of the Companies Act. The
Acquisition by British Land of the whole of the issued and to be issued share
capital of Pillar is to be achieved by the cancellation of the Cancellation
Shares and the application of the reserve arising from such cancellation in
paying up in full a number of New Pillar Shares (which is equal to the number of
Cancellation Shares) and issuing the same to British Land and/or its nominees in
consideration for which holders of Cancellation Shares will receive
consideration on the basis set out in the introduction and in paragraph 2 of
this announcement.



Scheme Shares acquired under the Loan Note Alternative will be transferred to
British Land in exchange for the issue of the Loan Notes to holders of Scheme
Shares who elect for the Loan Note Alternative.



It is expected that the Scheme Document will be posted in June and that the
Scheme will become effective in August 2005, subject to the satisfaction or
waiver of all the Conditions set out in Appendix I to this announcement.



The Scheme requires approval of the Pillar Shareholders (other than the British
Land Shareholder) by passing a resolution at the Court Meeting. In order to
become effective, the Scheme must be approved by a majority in number
representing at least 75 per cent. in value of the Pillar Shares that are voted
at the Court Meeting. In addition, a special resolution approving any alteration
of Pillar's articles of association and sanctioning the related Capital
Reduction must be passed by Pillar Shareholders representing 75 per cent. of the
votes cast at the Extraordinary General Meeting.



Following the Meetings, the Scheme and the related Capital Reduction must be
sanctioned and confirmed by the Court and will only become effective on delivery
to and registration by the Registrar of Companies of:



            (i)        a copy of the Court Order sanctioning the
          Scheme and approving the Capital Reduction ; and



            (ii)        a copy of the Scheme Document.



The British Land Shareholder will give an undertaking to the Court to be bound
by the Scheme.



If the Scheme becomes effective, it will be binding on all Pillar Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the Extraordinary General Meeting.



The Scheme will (subject to the passing of the resolution at the Extraordinary
General Meeting) extend to any Pillar Shares issued under the Pillar Share
Schemes or otherwise before the record date for the Scheme. The Scheme will not
extend to Pillar Shares issued after that date.



Further details of the Scheme will be contained in the Scheme Document.



10. Implementation Agreement



Pillar and British Land have entered into the Implementation Agreement which
governs their relationship during the period until the Scheme becomes effective
or the Proposals lapse.  Amongst other things, the parties have agreed to
cooperate with regard to the process to implement the Scheme and Pillar has
undertaken to conduct the business in the ordinary course prior to the date the
Scheme becomes effective. Under the Implementation Agreement British Land has
reserved the right to effect the Acquisition by way of a takeover offer for
Pillar.



Pillar has agreed to pay an inducement fee to British Land of £3.1 million if:



(a) the Acquisition subsequently lapses or is withdrawn or (with the consent of
the Panel) is not made and before this time an Independent Competing Offer for
Pillar is announced (whether or not on a pre-conditional basis), and that
Independent Competing Offer or other Independent Competing Offer subsequently
becomes or is declared unconditional in all respects or is otherwise completed;
or



(b) the Pillar Directors (or any committee of the board) withdraw or adversely
modify for whatever reason their recommendation of the Proposals or agree to
resolve to recommend an Independent Competing Offer.



(c) the Panel allows British Land to withdraw its support for the Scheme by
reason of a breach of any of the conditions (other than those set out in
paragraphs 2(a)-(e) and 2(g) where such breach arose as a result of an act or
omission of Pillar) or because the Implementation Agreement is terminated for
breach of certain covenants relating to the conduct of Pillar's business prior
to the Effective Date of the Acquisition and obligations to be performed by
Pillar if the circumstances are of such material significance to British Land
that the Panel permits the Scheme to be withdrawn, provided that (if the breach
is remediable within the timeframe contemplated for effecting the Scheme) Pillar
has been given such period as is reasonable in the light of that timetable (not
exceeding 15 days) to remedy the same and has not so remedied it within such
time.



Pillar has further agreed that it shall not (i) solicit, initiate or otherwise
seek to procure any Independent Competing Offer or (ii) enter into or continue
any discussions, negotiations, correspondence or arrangement relating to any
Independent Competing Offer other than in accordance with obligations imposed
under the terms of the City Code and (save to the extent that the Pillar
Directors (having taken appropriate legal advice) reasonably consider that they
would be in breach of their fiduciary duties not to do so).



Pillar has also agreed to notify British Land if it receives a serious approach
from a third party and an Independent Competing Offer is capable of being
implemented.



Save insofar as is not consistent with Pillar's Directors fiduciary duties or
duties owed to the Court with regard to the process relating to the Scheme, if
an Independent Competing Offer is announced for Pillar, Pillar has undertaken
that it will not withdraw the Scheme for a period of 72 hours from the time of
that announcement and if, within that time, British Land communicates to Pillar
a revision to the terms of the Acquisition, so that the terms of the
Acquisition, as so revised, provide for a price in cash per Pillar Share at not
less than 5 per cent. more than  the price per Pillar Share offered under the
Independent Competing Offer, the Pillar Directors will continue to recommend the
Scheme and withdraw any recommendation of the Independent Competing Offer.



11. Financing of the Acquisition



The cash consideration payable by British Land to Pillar Shareholders under the
terms of the Scheme will be provided by British Land from existing resources.



12. Management and employees



The British Land Directors have given assurances to Pillar that, if the Scheme
becomes effective, the existing employment rights, including pension rights, of
all Pillar management and employees will be fully safeguarded.



If the Scheme becomes effective, British Land will be pleased to welcome key
members of Pillar's executive management team to important roles in the combined
company at closing.



It is intended that Patrick Vaughan will join British Land as an Executive
Director for a transitional period expected to be around one year to oversee the
smooth integration of Pillar and the successful continuance of the fund
management business.  Andrew Jones will join British Land's Executive Committee
as Co-Head of Asset Management, together with Tim Roberts, currently Joint Head
of Asset Management at British Land, who is being promoted into the same role.
The two of them represent the talented younger generation of property managers
that British Land is committed to promoting.  The other key senior members of
Pillar's property team will continue in their existing roles.



British Land is committed to the expansion of Pillar's fund management business
to the benefit of all unit holders.  Additionally as a sign of its commitment,
British Land expects to remain the largest unit holder overall.  To ensure
continuity of management, it is anticipated that the fund management business
within the combined group will appoint Andrew Jones as its managing director.
Stephen Hester, Chief Executive of British Land, will chair the fund management
board and its other Directors will include Valentine Beresford and Mark
Stirling.



13. Pillar Employee Share Schemes



Appropriate proposals will be made to participants in the Pillar Employee Share
Schemes in due course.  Details of these proposals will be set out in the Scheme
Document.



14. Delisting and Cancellation of trading



It is intended that application will be made to the UK Listing Authority for the
listing of the Pillar Shares to be cancelled and to the London Stock Exchange
for them to cease to be admitted to trading with effect from the Effective Date.




15. General



The Acquisition will be subject to the applicable requirements of the City Code.
The Scheme Document containing the full terms and conditions of the Acquisition
will be posted to Pillar Shareholders (other than to any Pillar Shareholders
with addresses in Canada, Australia or Japan) in due course.



In deciding whether or not to vote in favour of the Scheme in respect of their
Pillar Shares, Pillar Shareholders should rely on the information contained in,
and follow the procedures described in, the Scheme Document and accompanying
documents.



Save in respect of the irrevocable undertakings and the purchase of the GE stake
referred to in paragraph 4 above neither British Land nor any of the British
Land Directors, nor, so far as British Land is aware, any party acting in
concert with it, owns or controls any Pillar Shares or holds any options to
purchase Pillar Shares or has entered into any derivative referenced to
securities of Pillar which remain outstanding.



British Land reserves the right to change the structure of making the
Acquisition to a takeover offer.





ENQUIRIES:


The British Land Company PLC
Stephen Hester                                                 [phone]
John Weston Smith                                              [phone]

UBS Investment Bank-Joint Financial Adviser and Corporate Broker to British Land
Simon Warshaw                                                  [phone]
Tim Guest                                                      [phone]
Mihiri Jayaweera                                               [phone]

Morgan Stanley & Co. Limited-Joint Financial Adviser and Corporate Broker to
British Land
Jonathan Lane                                                  [phone]
Mark Warham                                                    [phone]
Paul Baker                                                     [phone]

Finsbury-Public relations adviser to British Land
Edward Orlebar                                                 [phone]

Pillar Property PLC
Raymond Mould                                                  [phone]
Patrick Vaughan                                                [phone]

Credit Suisse First Boston-Financial Adviser to Pillar
Andrew Christie                                                [phone]
Ian Marcus                                                     [phone]
Ian Brown                                                      [phone]

JPMorgan Cazenove-Financial Adviser and Corporate Broker to Pillar
Richard Cotton                                                 [phone]
Bronson Albery                                                 [phone]
Roger Clarke                                                   [phone]

Gavin Anderson-Public relations adviser to Pillar
Charlotte Stone                                                [phone]
Richard Constant                                               [phone]




UBS Investment Bank and Morgan Stanley & Co. Limited are acting for British Land
and no one else in relation to the Acquisition and the matters referred to in
this announcement and will not be responsible to any person other than British
Land for providing the protections afforded to customers of UBS Investment Bank
and Morgan Stanley & Co. Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.



Credit Suisse First Boston and JPMorgan are acting for Pillar and no one else in
connection with the Acquisition and the matters referred to herein and will not
be responsible to any other person for providing the protections offered to
clients of Credit Suisse First Boston and JPMorgan Cazenove or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.  This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.

The Proposals will not be made, directly or indirectly, in, into or from or by
the use of mail or any means or instrumentality (including, without limitation,
telephone, facsimile or other forms of electronic transmission) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of Canada, Australia or Japan.

 Accordingly, neither this announcement nor the Scheme Document or accompanying
documents (or any copy thereof) is being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from Canada, Australia or Japan.  All
Shareholders or other persons (including nominees, trustees and custodians) who
would otherwise intend to, or may have a contractual or legal obligation to,
forward this announcement or the Scheme Document and accompanying documents to
any jurisdiction outside the United Kingdom should refrain from doing so and
seek appropriate professional advice before taking any action.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, registered under the Securities Act 1933 or under any relevant
securities laws of any states or other jurisdiction of the United States, nor
have the relevant clearances been, nor will they be, obtained from the
securities law of any province or territory of Canada, nor has a prospectus in
relation to the Loan Notes been, nor will one be, lodged with or registered by
the Australian Securities and Investments Commission nor have any steps been
taken, nor will any steps be taken, to enable the Loan Notes to be offered in
compliance with applicable securities law of Japan.  Accordingly, unless an
exception under the Securities Act 1933 or such securities laws is available,
the Loan Note Alternative is not being made available in, and the Loan Notes may
not be offered, sold, resold or delivered, directly or indirectly, in, into or
from, the United States, Canada, Australia or Japan, or any other jurisdiction
in which an offer of Loan Notes would constitute a violation of relevant laws or
require registration thereof, or to or for the account or benefit of any US
Person or resident of Canada, Australia or Japan.



The Directors of British Land accept responsibility for the information
contained in this announcement, other than that relating to Pillar, the Pillar
Group, the Directors of Pillar and members of their immediate families, related
trusts and persons connected with them (within the meaning of Section 346 of the
Companies Act) and information relating to the recommendation of voting in
favour of the Proposals and the recommendation itself.  To the best of the
knowledge and belief of the Directors of British Land (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.



The Directors of Pillar accept responsibility for the information contained in
this announcement relating to Pillar, the Pillar Group, the Directors of Pillar
and members of their immediate families, related trusts and persons connected
with them (within the meaning of Section 346 of the Companies Act) and
information relating to the recommendation of voting in favour of the Proposals
and the recommendation itself.  To the best of the knowledge and belief of the
Directors of Pillar (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.



This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor a solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale, issuance or transfer
of the securities referred to in this announcement in any jurisdiction in
contravention of applicable law.



Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Pillar, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Pillar is generally required under the provisions of Rule 8 of the City Code to
notify a Regulatory Information Service and the Panel by not later than 12.00
noon (London time) on the business day following the date of the relevant
transaction in such securities during the period from the date of this
announcement to the date of the Meetings. Please consult your independent
financial adviser authorised under the Financial Services and Markets Act 2000
immediately if you believe this Rule may be applicable to you or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on +44 (0)
20 7638 0129.




                                   Appendix I



                            CONDITIONS OF THE SCHEME

The Scheme will comply with the rules and regulations of the UK Listing
Authority, the London Stock Exchange and the City Code.  The Scheme will be
governed by English law and will be subject to the jurisdiction of the English
courts and to the terms and conditions set out below and to the further terms
set out in the Scheme Document.



(1)              The Proposals will be conditional upon the Scheme becoming
unconditional and becoming effective by no later than 31 October 2005 or such
later date (if any) as British Land and Pillar may agree and (if required) the
Court shall approve.

(2)              The Scheme is conditional upon:

(a)      approval of the Scheme by a majority in number representing 75 per
cent. or more in value of Pillar Shareholders (other than the British Land
Shareholder)  present and voting, either in person or by proxy, at the Court
Meeting or at any adjournment of that meeting;

(b)      the resolution(s) in connection with or required to approve and
implement the Scheme being duly passed by the requisite majority at the
Extraordinary General Meeting or at any adjournment of that meeting;

(c)       the sanction of the Scheme and the confirmation of the Capital
Reduction involved therein by the Court (in either case, with or without
modifications on terms acceptable to Pillar and British Land) and the delivery
of an office copy of the Court Order and the minute of such reduction attached
thereto to the Registrar of Companies in England and Wales and the registration,
in relation to the Capital Reduction, of such Court Order by him.

(d)             the earlier of:

               i.                  the Financial Services Authority (FSA)
notifying British Land of its approval, being given on terms reasonably
satisfactory to British Land, of the proposed acquisition by British Land of
control of each Pillar entity regulated by it; or

             ii.                  the expiry of a period of three months
beginning with the date on which the FSA received the notice of control (as
defined in section 178(5) of the Financial Services and Markets Act 2000 (FSMA))
relating to the proposed acquisition by British Land of control of each Pillar
entity regulated by it, in circumstances where the FSA has neither:

                                   (i)       approved the acquisition by British
Land of such control; nor

                                 (ii)       served a warning notice on British
Land pursuant to sub-sections 183(3) or 185(3) of FSMA,



(e)       the Luxembourg Commission de Surveillance du Secteur Financier
notifying British Land of its approval, being given on terms reasonably
satisfactory to British Land, of the proposed acquisition by British Land of
control of Pillar and each Pillar entity regulated by it;

(f)        no Third Party having intervened and there not continuing to be
outstanding any statute, regulation or order of any Third Party in each case
which is or is likely to be material in the context of the Pillar Group and
which would or might reasonably be expected to:

(i)                       make the Scheme, its implementation or the acquisition
or proposed acquisition by British Land or any member of the Wider British Land
Group of any shares or other securities in, or control or management of, Pillar
or any member of the Wider Pillar Group void, illegal or unenforceable in any
relevant jurisdiction, or otherwise directly or indirectly restrain, prevent,
prohibit, restrict or delay the same or impose additional adverse conditions or
obligations with respect to the Scheme or such acquisition, or otherwise impede,
challenge or interfere with the Scheme or such acquisition, or require material
amendment to the terms of the Scheme or the acquisition or proposed acquisition
of any Pillar Shares or the acquisition of control or management of Pillar or
the Wider Pillar Group by British Land or any member of the British Land Group;

(ii)           impose any material limitations on, or result in a material delay
in the ability of any member of the British Land Group or any member of the
Wider Pillar Group to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or other
securities in, or to exercise voting or management control over, any member of
the Wider Pillar Group or any member of the British Land Group;

(iii)          require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider British Land
Group or by any member of the Wider Pillar Group of all or any portion of their
respective businesses, assets or properties or limit the ability of any of them
to conduct any of their respective businesses or to own or control any of their
respective assets or properties or any part thereof;

(iv)         require any member of the British Land Group or of the Wider Pillar
Group to acquire, or offer to acquire, any shares or other securities (or the
equivalent) in any member of either Group owned by any third party (other than
in the implementation of the Proposals);

(v)          impose any material limitation on the ability of any member of the
Wider British Land Group or of the Wider Pillar Group to conduct or integrate or
co-ordinate its business, or any part of it, with the businesses or any part of
the businesses of any other member of the Wider British Land Group or of the
Wider Pillar Group;

(vi)         result in any member of the Wider Pillar Group or the Wider British
Land Group ceasing to be able to carry on business under any name under which it
presently does so; or

(vii)         otherwise adversely affect any or all of the business, assets,
profits, financial or trading position of any member of the Wider Pillar Group,

and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;

(g)      without limitation to condition (f)  above:

                                   (i)       the Office of Fair Trading having
indicated, in terms satisfactory to British Land, that the Office of Fair
Trading does not intend to refer the proposed acquisition of Pillar by British
Land, or any matters arising from that proposed acquisition, to the Competition
Commission; and

                                 (ii)       all appropriate time periods
(including any extensions of such time periods) for any person to apply for a
review of any decision taken by the Office of Fair Trading under paragraph (g)
(i) having expired or lapsed (as appropriate) without any such application for
review having been made;

(h)       all notifications and filings which are necessary or are reasonably
considered appropriate by British Land having been made, all appropriate waiting
and other time periods (including any extensions of such waiting and other
periods) under any applicable legislation or regulation of any relevant
jurisdiction having expired, lapsed or been terminated (as appropriate) and all
necessary statutory or regulatory obligations in any relevant jurisdiction
having been complied with in each case in connection with the Scheme or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, Pillar or any other member of the Wider Pillar Group
by any member of the Wider British Land Group or the carrying on by any member
of the Wider Pillar Group of its business;

(i)        all Authorisations which are necessary or are reasonably considered
necessary or appropriate by British Land in any relevant jurisdiction for or in
respect of the Scheme or the acquisition or proposed acquisition of any shares
or other securities in, or control or management of, Pillar or any other member
of the Wider Pillar Group by any member of the Wider British Land Group or the
carrying on by any member of the Wider Pillar Group of its business having been
obtained, in terms and in a form reasonably satisfactory to British Land, from
all appropriate Third Parties or from any persons or bodies with whom any member
of the Wider Pillar Group has entered into contractual arrangements in each case
where the absence of such Authorisation would have a material adverse effect on
the Pillar Group taken as a whole and all such Authorisations remaining in full
force and effect and there being no notice or intimation of any intention to
revoke, suspend, restrict, modify or not to renew any of the same;

(j)        since 31 March 2004 and except as disclosed in Pillar's annual report
and accounts for the year then ended or Pillar's interim results for the period
ending 30 September 2004 or Pillar's preliminary results for the year ending 31
March 2005 or as publicly announced by Pillar prior to 23 May 2005 (by the
delivery of an announcement to a Regulatory Information Service) or as fairly
disclosed prior to 23 May 2005 in writing to British Land by or on behalf of
Pillar in the course of negotiations, there being no provision of any
arrangement, agreement, licence, permit, franchise or other instrument to which
any member of the Wider Pillar Group is a party, or by or to which any such
member or any of its assets is or are or may be bound, entitled or subject or
any circumstance, which, in each case as a consequence of the Scheme or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Pillar or any other member of the Wider Pillar Group by any member
of the Wider British Land Group or otherwise, could or might reasonably be
expected to result in, (in any case to an extent which is or would be material
in the context of the Wider Pillar Group taken as a whole):

(i)                       any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any member of
the Wider Pillar Group being or becoming repayable or capable of being declared
repayable immediately or prior to its stated repayment date or the ability of
any member of the Wider Pillar Group to borrow monies or incur any indebtedness
being withdrawn or inhibited or becoming capable of being withdrawn or
inhibited;

(ii)           the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the Wider Pillar Group or any such mortgage,
charge or other security interest (wherever created, arising or having arisen)
becoming enforceable;

(iii)          any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider Pillar Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any obligation or liability arising thereunder;

(iv)         any asset or interest of any member of the Wider Pillar Group being
or falling to be disposed of or ceasing to be available to any member of the
Wider Pillar Group or any right arising under which any such asset or interest
could be required to be disposed of or could cease to be available to any member
of the Wider Pillar Group otherwise than in the ordinary course of business;

(v)          any member of the Wider Pillar Group ceasing to be able to carry on
business under any name under which it presently does so;

(vi)         the creation of material liabilities (actual or contingent) by any
member of the Wider Pillar Group other than in the ordinary course of business;

(vii)         the rights, liabilities, obligations or interests of any member of
the Wider Pillar Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member in
or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or

(viii)        the financial or trading position or the prospects or the value of
any member of the Wider Pillar Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in/would be
reasonably likely to result in any of the events or circumstances which are
referred to in paragraphs (i) to (vii) of this condition (j) in any case to an
extent which is or would be material in the context of the Pillar Group taken as
a whole;

(k)       since 31 March 2004 and except as disclosed in Pillar's annual report
and accounts for the year then ended or Pillar's interim results for the period
ending 30 September 2004 or Pillar's preliminary results for the year ending 31
March 2005 or as otherwise publicly announced by Pillar prior to 23 May 2005 (by
the delivery of an announcement to a Regulatory Information Service) or as
otherwise fairly disclosed prior to 23 May 2005 in writing to British Land by or
on behalf of Pillar in the course of negotiations no member of the Wider Pillar
Group having:

(i)           issued or agreed to issue, or authorised the issue of, additional
shares of any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities, other than as between Pillar and wholly-owned
subsidiaries of Pillar;

(ii)           purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital
to an extent which (other than in the case of Pillar) is material in the context
of the Pillar Group taken as a whole;

(iii)          recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made any bonus issue (other
than to Pillar or a wholly-owned subsidiary of Pillar);

(iv)         except as between Pillar and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries made or authorised any change in its loan
capital;

(v)          (other than any acquisition or disposal in the ordinary course of
business or a transaction between Pillar and a wholly-owned subsidiary of Pillar
or between such wholly-owned subsidiaries) merged with, demerged or acquired any
body corporate, partnership or business or acquired or disposed of or
transferred, mortgaged, charged or created any security interest over any assets
or any right, title or interest in any assets (including shares in any
undertaking and trade investments) or authorised the same in each case to an
extent which is material in the context of the Pillar Group taken as a whole;

(vi)         issued or authorised the issue of, or made any change in or to, any
debentures or (except in the ordinary course of business and save as between
Pillar and any wholly-owned subsidiary) incurred or increased any indebtedness
or liability (actual or contingent) which in any case is material in the context
of the Pillar Group taken as a whole;

(vii)         entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:

A.        is of a long term, onerous or unusual nature or magnitude or which is
reasonably likely to  involve an obligation of such nature or magnitude; or

B.         is reasonably likely to restrict the business of any member of the
Pillar Group; or

C.        is other than in the ordinary course of business,

and which in any case is material in the context of the Pillar Group taken as a
whole;

(viii)        except as between Pillar and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries entered into, implemented, effected or
authorised any merger, demerger, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement in respect of itself or another
member of the Wider Pillar Group otherwise than in the ordinary course of
business which in any case is material in the context of the Pillar Group taken
as a whole;

(ix)          entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member of the
Wider Pillar Group;

(x)           taken any corporate action or had any legal proceedings instituted
or threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction which in any case is material in the context of the Pillar Group
taken as a whole;

(xi)          been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business in any case which has a material adverse effect
on the Pillar Group taken as a whole;

(xii)         waived or compromised any claim (otherwise than is the ordinary
course of business) which is material in the context of the Pillar Group taken
as a whole;

(xiii)        made any alteration to its memorandum or articles of association
which is material in the context of the Scheme;

(xiv)       made or agreed or consented to:

A.        any material change:

(I)                      to the terms of the trust deeds constituting the
pension scheme(s) established for its directors, employees or their dependants;
or

(II)          the benefits which accrue or to the pensions which are payable
thereunder; or

(III)         the basis on which qualification for, or accrual or entitlement to
such benefits or pensions are calculated or determined; or

(IIII)       the basis upon which the liabilities (including pensions) or such
pension schemes are funded or made,

in each case, which has an effect that is material in the context of the Pillar
Group taken as a whole, or

B.         any change to the trustees including the appointment of a trust
corporation;

(xv)        proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Pillar Group in a
manner which is material in the context of the Pillar Group taken as a whole; or

(xvi)       entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition (k).

(l)        since 31 March 2004 and except as disclosed in Pillar's annual report
and accounts for the year then ended or Pillar's interim results for the period
ending 30 September 2004 or Pillar's preliminary results for the year ending 31
March 2005 or as otherwise publicly announced by Pillar prior to 23 May 2005 (by
the delivery of an announcement to a Regulatory Information Service) or as
otherwise fairly disclosed prior to 23 May 2005 in writing to British Land in
the course of negotiations:

(i)         there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or prospects of any
member of the Wider Pillar Group which in any case is material in the context of
the Pillar Group taken as a whole;

(ii)           no contingent or other liability of any member of the Wider
Pillar Group having arisen or become apparent or increased which in any case
would be reasonably likely to adversely affect any member of the Wider Pillar
Group to an extent which is material in the context of the Pillar Group taken as
a whole;

(iii)          no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Pillar Group is or may become
a party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Pillar Group which in any case
is material in the context of the Pillar Group taken as a whole; and

(iv)         (other than as a result of the Scheme) no enquiry or investigation
by, or complaint or reference to, any Third Party having been threatened,
announced, implemented, instituted by or against or remaining outstanding
against or in respect of any member of the Wider Pillar Group which in any case
would be reasonably likely to adversely affect any member of the Wider Pillar
Group to an extent which is material in the context of the Pillar Group taken as
a whole;

(m)     British Land not having discovered:

(i)            that any financial or business or other information concerning
the Wider Pillar Group publicly disclosed or disclosed at any time by or on
behalf of any member of the Wider Pillar Group to any member of the Wider
British Land Group is misleading or contains any misrepresentation of fact or
omits to state a fact necessary to make any information contained therein not
misleading and which was not subsequently corrected before the Preliminary
Results dated 23 May 2005 by disclosure either publicly or otherwise to British
Land or to its professional advisers to an extent which in any case is material
in the context of the Pillar Group taken as a whole;

(ii)           that any member of the Wider Pillar Group is subject to any
liability (actual or contingent) which is not disclosed in Pillar's annual
report and accounts for the financial year ended 31 March 2004 and which in any
case is material in the context of the Pillar Group taken as a whole; or

(iii)          any information which adversely affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Pillar Group to an extent which is material in the context of the Pillar Group
taken as a whole.

(n)       British Land not having discovered other than to the extent fairly
disclosed in writing to British Land by or on behalf of Pillar or as publicly
announced prior to 23 May 2005:

(i)                      that any past or present member of the Wider Pillar
Group has not complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Pillar
Group which in any case is material in the context of the Pillar Group taken as
a whole;

(ii)           that there is, or is likely to be, any material liability,
whether actual or contingent, to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or present
member of the Wider Pillar Group under any environmental legislation,
regulation, notice, circular, order or other lawful requirement of any relevant
authority or third party or otherwise which in any case is material in the
context of the Pillar Group taken as a whole; or

(iii)          that circumstances exist whereby a person or class of persons
would be likely to have a claim in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider Pillar Group which is or
would be material in the context of the Pillar Group taken as a whole.

(3)              For the purpose of these conditions the definitions in appendix
III shall apply and in addition:

(a)      "Third Party" means any central bank, government, government department
or governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;

(b)      a Third Party shall be regarded as having "intervened" if it has
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and "intervene" shall be construed accordingly;

(c)       "Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions and approvals;

(d)      "Wider Pillar Group" means Pillar and its subsidiaries, subsidiary
undertakings, associated undertakings (including any joint venture, partnership,
firm, unit trust or company in which any member of the Pillar Group is
interested or any undertaking in which Pillar and such undertakings (aggregating
their interests) have a substantial interest;

(e)       "Wider British Land Group" means British Land and its subsidiaries,
subsidiary undertakings, associated undertakings (including any joint venture,
partnership, firm or company in which any member of the British Land Group is
interested or any undertaking in which British Land and such undertakings
(aggregating their interests) have a substantial interest; and

(f)        "substantial interest" means a direct or indirect interest in 20 per
cent. or more of the equity capital (as defined in the Companies Act) of an
undertaking or the relevant units.

Subject to the requirements of the Panel, British Land reserves the right to
waive all or any of the above conditions, in whole or in part, except conditions
2(a) to (e) and 2 (g).

Except with the Panel's consent, British Land will not invoke any of the above
conditions (except conditions 2(a) to (c)) so as to cause the Scheme not to
proceed, to lapse or to be withdrawn unless the circumstances which give rise to
the right to invoke the relevant condition are of material significance to
British Land in the context of the Scheme.

If the Panel requires British Land to make an offer for Pillar Shares under the
provisions of Rule 9 of the City Code, British Land may make such alterations to
any of the terms and conditions of the offer as are necessary to comply with the
provisions of that Rule.




                                  Appendix II



                      Bases, sources and other information



(a) Unless otherwise stated, the information concerning British Land is
extracted without material adjustment from British Land's Interim Report and
Accounts for the 6 months ended 30 September, 2004.



(b) Unless otherwise stated, the information concerning Pillar is extracted
without material adjustment from Pillar's Preliminary Results for the year ended
31 March 2005 and Accounts for the 6 months ended 30 September, 2004.



(c) The value of the Acquisition is based on 90,048,875 issued Pillar shares and
4,800,000 underlying options, which have exercise prices of 384.7 pence at the
date of this announcement. The Acquisition value of £811 million for the entire
issued and to be issued Share Capital has been calculated as follows: 855 pence
multiplied by the total number of Pillar Shares in issue plus the number of
Pillar Shares underlying options with exercise prices of 384.7 pence.



(d) The closing middle market prices of Pillar Shares are derived from the
London Stock Exchange Daily Official List for the relevant dates:



Closing price on                                    Price (pence)

20 May 2005                                         845

19 May 2005                                         795



The International Securities Identification Number for Pillar Shares is
GB00B01HL065.




                                  Appendix III



                                  DEFINITIONS

The following words and expressions have the following meanings in this
announcement, unless the context requires otherwise:

Acquisition                       the proposed acquisition by British Land of the entire issued and to be
                                  issued share capital of  Pillar by means of the Scheme as described in
                                  this announcement

Act or Companies Act              the Companies Act 1985 (as amended)

acting in concert                 has the meaning given by the City Code

British Land                      The British Land Company PLC a company incorporated in England and
                                  Wales, or as the context requires a wholly owned subsidiary of The
                                  British Land Company PLC (which subsidiary shall be  incorporated with
                                  limited liability under the laws of England and Wales) which is
                                  designated by The British Land Company PLC  to make the Acquisition

British Land Board or British     the board of directors of British Land
Land Directors

British Land Shareholder          British Land, members of its group and persons acting in concert with
                                  it holding Pillar Shares

Business Day                      any day, other than a Saturday, Sunday or public holiday or bank
                                  holiday, on which banks are open for business in the City of London

British Land Group                British Land and its subsidiary undertakings  or where the context
                                  permits, each of them

Cancellation Shares               the Scheme Shares other than the Loan Note Shares and the Shares held
                                  by the British Land Shareholder

Capital Reduction                 the reduction of Pillar's share capital associated with the
                                  cancellation and extinguishing of the Scheme Shares provided for by the
                                  Scheme under section 137 of the Companies Act

City Code                         the City Code on Takeovers and Mergers

CLOUT                             the City of London Office Unit Trust

Conditions                        the conditions to the Scheme and the Acquisition which are set out in
                                  Appendix I of this announcement

Court                             the High Court of Justice in England and Wales

Court Meeting                     the meeting of the Scheme Shareholders convened by order of the Court
                                  pursuant to section 425 of the Act to consider and, if thought fit,
                                  approve the Scheme (without or without amendment) and any adjournment
                                  thereof

Court Order                       the Court Order sanctioning the scheme of arrangement and authorising
                                  the reduction of capital

Credit Suisse First Boston        Credit Suisse First Boston (Europe) Limited

Effective Date                    the day on which the Scheme becomes effective in accordance with its
                                  terms

Extraordinary General Meeting     the extraordinary general meeting of Pillar Shareholders expected to be
                                  held immediately after the Court Meeting and any adjournment thereof

HUT                               Hercules Unit Trust

Implementation Agreement          the agreement executed by Pillar and British Land which governs their
                                  relationship during the period until the Effective Date or the
                                  Proposals lapse

Independent Competing Offer       an offer or scheme of arrangement, merger or business or combination,
                                  or similar transaction which is announced or entered into by a third
                                  party which is not acting in concert with British Land to acquire all
                                  of the share capital of Pillar, or all of its undertaking, assets and/
                                  or business

JPMorgan Cazenove                 JPMorgan Cazenove Limited

Listing Rules                     the listing rules of the UK Listing Authority, as amended

Loan Note                         the floating rate guaranteed unsecured loan notes to be issued by a
                                  member of the British Land Group pursuant to the Loan Note Alternative,
                                  particulars of which will be the Scheme Document

Loan Note Alternative             the alternative whereby holders of Scheme Shares (other than certain
                                  Overseas Persons) may elect to receive, subject to certain terms and
                                  conditions, Loan Notes in exchange for all or some only of their Scheme
                                  Shares instead of receiving the consideration to which they would
                                  otherwise be entitled upon the cancellation of their Scheme Shares
                                  under the Scheme

Loan Note Shares                  Scheme Shares (if any) in respect of which (a) valid elections have
                                  been made under the Loan Note Alternative and (b) Loan Notes are to be
                                  issued under the Loan Note Alternative

Loan to Value ratio               the ratio of Group net debt to the aggregate value of the Group's
                                  properties (including the surplus of the open market value over the
                                  book value of both development and trading properties), investments in
                                  joint ventures and other investments

London Stock Exchange             London Stock Exchange PLC

Meetings                          the Court Meeting and the Extraordinary General Meeting

New Pillar Shares                 the new ordinary shares of 10 pence each in the capital of Pillar to be
                                  issued in accordance with the Scheme

Overseas Persons                  Scheme Shareholders who are resident in, ordinarily resident in, or
                                  citizens of, jurisdictions outside the UK

Panel                             the Panel on Takeovers and Mergers

Pillar                            Pillar Property PLC a company incorporated in England and Wales

Pillar Board or Pillar Directors  the board of directors of Pillar

Pillar Employee Share Schemes     the Pillar Management Incentive Plan and the Pillar Capital Reward
                                  Incentive Share Plan

Pillar Group                      Pillar and its subsidiary undertakings any holding company of Pillar
                                  and any such holding company and, where the context permits, each of
                                  them.

Pillar Shareholders               holders of Pillar Shares from time to time

Pillar Share(s)                   the ordinary shares of 10 pence each in the capital of Pillar

Pounds or £                       UK pounds sterling, the lawful currency of the UK

PREF                              Pillar Retail Europark Fund

Proposals                         the Scheme and other matters to be considered at the Meetings

Scheme of Arrangement             the scheme of arrangement proposed to be made under section 425 of the
                                  Act between Pillar and the holders of Scheme Shares, with or subject to
                                  any modification, addition or condition approved or imposed by the
                                  Court and agreed to by Pillar

Scheme Document                   the document containing the formal proposals, expected to be published
                                  and sent to Pillar Shareholders

Scheme Shares                     (i)        the Pillar Shares in issue at the date of the Scheme; and

                                  (ii)        any Pillar Shares issued after the date of this Scheme and
                                  before the voting record time in connection with the scheme;


                                  other than any Pillar Shares held by the British Land Shareholder

Scheme Shareholders               holders of Scheme Shares

Subsidiary or subsidiary          have the meanings given by the Companies Act
undertaking

UK Listing Authority              the Financial Services Authority acting in its capacity as the
                                  competent authority for the purposes of Part VI of the Financial
                                  Services and Markets Act 2000

United Kingdom or UK              The United Kingdom of Great Britain and Northern Ireland








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            The company news service from the London Stock Exchange