Re. Offer

Land Securities Group Plc
09 June 2005

9 June 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN

                            Recommended cash offers
                          (with Loan Note Alternative)

                                       by

                        Citigroup Global Markets Limited

                                  on behalf of

                     Retail Property Holdings Trust Limited
                          a wholly-owned subsidiary of
                           Land Securities Group PLC

                                      for

                                Tops Estates PLC

          Offers declared unconditional as to acceptances and extended



On 6 May 2005, the Boards of Land Securities Group PLC ('Land Securities') and
Tops Estates PLC ('Tops Estates') announced the terms of recommended cash offers
for the Shares in and convertible unsecured loan stock of Tops Estates to be
made by Citigroup (the 'Offers').  The Offeror posted the offer document in
relation to the Offers (the 'Offer Document') on 18 May 2005.  Words and
expressions defined in the Offer Document shall have the same meaning when used
in this announcement.

The Offeror announces that it has waived the 90 per cent. acceptance condition
in respect of the Share Offer and is treating the acceptance conditions as
satisfied. As such, the Share Offer is now unconditional as to acceptances.

The CULS Offer remains subject to the Share Offer becoming or being declared
unconditional in all respects.

The Offeror announces that the Offers, including the Loan Note Alternative, have
been extended and will remain open for acceptance for a further 14 days until
1.00 p.m. (London time) on 22 June 2005.

The Offers remain subject to the terms and conditions set out in the Offer
Document.

The Offeror announces that, as at 1.00 p.m. on 8 June 2005, the first closing
date of the Offers, valid acceptances had been received in respect of a total of
11,576,437 Shares, representing approximately 25.2 per cent. of the issued share
capital of Tops Estates and £8,667,660 nominal value of CULS, representing
approximately 38.3 per cent. of the outstanding CULS.

Prior to the commencement of the Offer Period, the Offeror had conditionally
agreed to acquire (through the acquisition of the Everard Goodman Family Holding
Companies) 17,806,834 Shares, representing approximately 38.7 per cent. of the
issued share capital of Tops Estates, and £2,538,678 nominal value of CULS,
representing approximately 11.2 per cent. of the outstanding CULS.

As at 16 May 2005 (being the latest practicable date prior to the posting of the
Offer Document) the Offeror (or other members of the Land Securities Group)
owned or controlled 13,700,000 Shares, representing approximately 29.8 per cent.
of the issued share capital of Tops Estates and 9,675,054 nominal value of CULS,
representing approximately 42.7 per cent. of the outstanding CULS. Since 16 May
2005 the Offeror (or other members of the Land Securities Group) have acquired
£254,210 nominal value of CULS, representing approximately 1.1% per cent. of the
outstanding CULS.

Therefore, as at 1.00p.m. (London time) on 8 June 2005, the Offeror had
acquired, conditionally agreed to acquire or had received valid acceptances of
the Offers in respect of, a total of 43,083,271 Shares, representing
approximately 93.7 per cent. of the issued share capital of Tops Estates and
£21,135,593 nominal value of CULS, representing approximately 93.4 per cent. of
the outstanding CULS.  In addition, the Offeror also holds irrevocable
undertakings to accept the Offers in respect of a total of 2,171,500 Shares,
representing 4.7 per cent. of the issued share capital of Tops Estates. The
Offers have been accepted in respect of the other Shares and CULS in respect of
which irrevocable undertakings were given to the Offeror.

Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the
relevant Form of Acceptance so as to be received as soon as possible.
Additional Forms of Acceptance are available from Lloyds TSB Registrars by
telephoning 0870 600 0673 (if calling from within the UK) or [phone]
(if calling from outside the UK).  If Shares are held in CREST, acceptance
should be made electronically so that the TTE instruction settles as soon as
possible.

Enquiries:

Citigroup Global Markets Limited (Financial Adviser to Land Securities)
 David Wormsley
 Tel: [phone]

Ian Hart
 Tel: [phone]

Nicholas Tinworth
 Tel: [phone]

 Financial Dynamics (Public Relations Adviser to Land Securities)
 Stephanie Highett
 Tel: [phone]

Dido Laurimore
 Tel: [phone]

Citigroup, which is authorised and regulated by the Financial Services Authority
in the United Kingdom, is acting as financial adviser to Land Securities and the
Offeror and no one else in connection with the Offers and will not be
responsible to anyone other than Land Securities and the Offeror for providing
the protections afforded to clients of Citigroup, nor for providing advice in
relation to the Offers.

This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for securities.

The Offers (including the Loan Note Alternative) are not being made, directly or
indirectly, in or into any Restricted Jurisdiction and will not be capable of
acceptance from any Restricted Jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, directly or indirectly mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. The availability of the Offers (including the Loan Note
Alternative) to Shareholders and CULS Holders who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Shareholders
and CULS Holders who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements. Further details in
relation to Overseas Shareholders and Overseas CULS Holders are contained in the
Offer Document.



                                    - Ends-




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