Tender Offer

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
SOUTH AFRICA OR THE REPUBLIC OF IRELAND

                      London & Associated Properties PLC                       

       PROPOSED TENDER OFFER TO RETURN UP TO £10 MILLION TO SHAREHOLDERS       

The Board of London & Associated Properties PLC ('London & Associated
Properties' or 'the Company') today announces that the Company intends to
effect a purchase of its own Ordinary Shares by way of an on-market tender
offer.

Panmure Gordon & Co will offer to purchase up to 10,309,278 Ordinary Shares at
between 97 pence and 104 pence, in order to return up to £10 million in
capital.

A Tender Offer Document is being posted to Shareholders today together with a
notice convening an extraordinary general meeting at 10.00 a.m. on 27 June 2005
to approve the Tender Offer.

Instructions on how to tender Ordinary Shares are included in the Tender Offer
Document and the accompanying Tender Form that are being posted to Shareholders
today.

EXPECTED TIMETABLE

                            Tender Offer commences     8.00 a.m. on 2 June 2005
                                                                               
                      Record Date for Tender Offer    5.00 p.m. on 24 June 2005
                                                                               
  Latest time and date for receipt of Tender Forms    5.00 p.m. on 24 June 2005
                                                                               
                               Tender Offer closes    5.00 p.m. on 24 June 2005
                                                                               
Latest time and date for receipt of forms of proxy   10.00 a.m. on 25 June 2005
             for the Extraordinary General Meeting                             
                                                                               
                     Extraordinary General Meeting   10.00 a.m. on 27 June 2005
                                                                               
              Results of Tender Offer announced by    7.00 a.m. on 28 June 2005
                                                                               
Purchase of Ordinary Shares under the Tender Offer                 28 June 2005
                                                                               
Payment despatched for Ordinary Shares pursuant to                  5 July 2005
                                  the Tender Offer                             
                                                                               
CREST accounts credited with Tender Offer proceeds                  5 July 2005
     and any uncertificated unsold Ordinary Shares                             
                                                                               
     Balance certificates in respect of any unsold                  5 July 2005
        certificated Ordinary Shares despatched by                             

The above times are all UK times. If any of the above times and/or dates
change, the revised time(s) and/or date(s) will be notified to Shareholders by
announcement through a Regulatory Information Service.

For further information, please contact:

London & Associated Properties                                    020 7415 5000
                                                                               
John Heller, Chief Executive                                                   
                                                                               
Robert Corry, Finance Director                                                 
                                                                               
Panmure Gordon & Co                                               020 7459 3600
                                                                               
Andrew Godber                                                                  
                                                                               
Andrew Potts                                                                   
                                                                               
Baron Phillips Associates                                         020 7920 3161
                                                                               
Baron Phillips                                                                 

Panmure Gordon & Co, which is regulated in United Kingdom by the Financial
Services Authority, is acting for London & Associated Properties and for no-one
else in connection with the Tender Offer and will not be responsible to anyone
other than London & Associated Properties for providing the protections
afforded to customers of Panmure Gordon & Co or for providing advice in
connection with the matters set out in this announcement or any transaction or
arrangement referred to herein.

                      London & Associated Properties PLC                       

                             Proposed Tender Offer                             

Introduction

The Board of London & Associated Properties announces that the Company intends
to effect a purchase of its own Ordinary Shares by way of an on-market tender
offer pursuant to which Panmure Gordon & Co will offer to purchase, free of
dealing and commission charges, from Eligible Shareholders up to 10,309,278
Ordinary Shares at between 97 pence and 104 pence, in order to return up to £10
million of capital. The Company will then purchase from Panmure Gordon & Co
on-market all those Ordinary Shares purchased under the terms of the Tender
Offer at an aggregate price equal to the aggregate amount paid by Panmure
Gordon & Co for the Ordinary Shares plus its fees, commission, costs and
expenses. Such Shares will then either be cancelled or held in treasury.

Further details of the Tender Offer are set out in a circular which is being
posted to Shareholders today together with a notice convening an extraordinary
general meeting to approve the Tender Offer for 10.00 a.m. on 27 June 2005 at
8-10 New Fetter Lane, London EC4A 1AF.

Background to and reasons for the Tender Offer

As set out in the Chairman's Statement accompanying the 2004 annual report and
accounts, the Directors continue to look for ways to create shareholder value
in the absence of suitable property investment opportunities including the
acquisition by the Company of its Shares for cancellation or to be held in
treasury. The Directors continue to review potential property investment
opportunities but to date have been unable to identify further investment
opportunities that are priced at a level which they believe is capable of
creating shareholder value as has been achieved by the acquisition of:

  * King Edward Court, Windsor (December 2002); and
   
  * Church Square Shopping Centre, St. Helens (July 2003)
   
In line with their ongoing policy, the Directors have continued to dispose of
properties where they no longer see opportunities to grow rental income and
capital values. Whilst there are currently no further properties under offer,
the Directors continue to look at the property portfolio and will look to
dispose of any properties whose potential the Directors feel has been
maximised. This has been illustrated by the property disposals since January
2002 which have resulted in net proceeds of £31.1 million.

The Directors have considered carefully the forward cash generation of the
Group, its need for cash to support its growth and future capital expenditure,
and its responsibility for pensions and other requirements. As at 31 December
2004, the Group had cash balances (net of overdrafts) of £11.35 million,
long-dated bank debt and debentures of £50.13 million and undrawn bank
facilities of £18.82 million. As at 31 December 2004, the Group's gearing (net
of cash held as agent) was at 41.5% (2003: 42.4%). Furthermore, the Company
announced on 16 February 2005 the sale of the Moor Centre, Brierley Hill, West
Midlands for a consideration of £4.85 million cash, and the proceeds of sale
were added to the Company's cash resources. The Board is proposing the Tender
Offer in order to return up to £10 million of capital to Shareholders.

Following the return of capital, the Directors believe London & Associated
Properties will retain a strong balance sheet with sufficient cash resources to
continue its existing dividend policy and support its future growth.

The Tender Offer

Subject to the necessary Shareholder approval being obtained at the EGM, the
Board is proposing to return up to £10 million of capital through the purchase
by the Company of existing Ordinary Shares for cancellation or to be held in
treasury. This return of capital is to be effected by Panmure Gordon & Co
purchasing existing Ordinary Shares from Shareholders as principal for a total
purchase price of up to £10 million and then selling such Ordinary Shares on
the London Stock Exchange to the Company for cancellation or to be held in
treasury pursuant to the Repurchase Agreement.

The principal terms of the Tender Offer (which are set out in more detail in
the Tender Offer document) are as follows:

(a) The Tender Offer will require approval by Shareholders at the Extraordinary
General Meeting;

(b) Panmure Gordon & Co is inviting Eligible Shareholders to tender Ordinary
Shares (subject to the overall maximum number indicated below) at any price
(expressed in whole pence per Ordinary Share) within the Price Range of 97
pence to 104 pence per Ordinary Share;

(c) Panmure Gordon & Co will not charge Eligible Shareholders commission and
dealing charges on any Ordinary Shares purchased pursuant to the Tender Offer;

(d) Panmure Gordon & Co will purchase, as principal, existing Ordinary Shares
for a total purchase price of up to £10 million and then sell such Ordinary
Shares, on the London Stock Exchange, to the Company for cancellation or to be
held in treasury;

(e) The maximum number of Ordinary Shares to be purchased by Panmure Gordon &
Co under the Tender Offer is 10,309,278, representing 12.64 per cent. of the
Company's issued share capital as at 1 June 2005;

(f) All Shareholders (other than certain Overseas Shareholders - see the
section entitled 'Overseas Shareholders' in the Tender Offer Document) on the
Register on the Record Date are being given the opportunity to participate in
the Tender Offer;

(g) All Ordinary Shares which are successfully tendered will be purchased at
the same price (the 'Strike Price'), which will be determined at the conclusion
of the Tender Offer on the basis of the prices at which Ordinary Shares have
been tendered. The Strike Price will be the lowest price per Ordinary Share
(within the Price Range) which will allow Panmure Gordon & Co to purchase
Ordinary Shares with an aggregate purchase value not exceeding £10 million (or
such lesser amount as the Board, in consultation with Panmure Gordon & Co, may
in its absolute discretion decide), in accordance with the order of priority
detailed below;

(h) Eligible Shareholders are entitled to tender Ordinary Shares for sale at
different prices within the Price Range, but all Ordinary Shares purchased by
Panmure Gordon & Co will be purchased at the Strike Price;

(i) Tender Forms will become irrevocable at the time of receipt by the
Receiving Agent;

(j) The Tender Offer opens on 2 June 2005 and closes at 5.00 p.m. on the
Closing Date being 24 June 2005 (unless extended in accordance with the terms
set out in the Tender Offer Document);

(k) Any Ordinary Shares tendered at a price or prices above the Strike Price
will not be purchased under the Tender Offer;

(l) All or part of a registered holding of Ordinary Shares may be tendered, but
only one tender may be made in respect of any single Ordinary Share;

(m) Eligible Shareholders may tender any number of Ordinary Shares that are
registered in their names on the Record Date in two ways:

(i) tenders may be made at fixed prices, in which case they will only be
accepted if the price at which such tender is made is at or below the Strike
Price; or

(ii) tenders may be expressed to be made at the Strike Price, rather than at a
fixed price in pence, in which case the relevant Shareholder will be treated as
having tendered at the price at which the Strike Price is ultimately set;

(n) Subject to the overall limit referred to below and to the Tender Offer
becoming unconditional and not lapsing, tenders from Eligible Shareholders will
be accepted in the following order of priority:

(i) Firstly, tenders of up to 3,000 Ordinary Shares by Eligible Shareholders at
or below the Strike Price will be accepted;

(ii) Secondly, tenders by Eligible Shareholders in excess of 3,000 Ordinary
Shares below the Strike Price will be accepted; and

(iii) Thirdly, tenders by Eligible Shareholders in excess of 3,000 Ordinary
Shares at the Strike Price will be accepted.

In the case of (i), (ii) and (iii) above, tenders may be scaled back pro rata
to ensure that the aggregate consideration paid to Eligible Shareholders under
the Tender Offer does not exceed £10 million (or such lesser amount as the
Board, in consultation with Panmure Gordon & Co may in its absolute discretion
decide).

If the Strike Price were to be 97 pence, being the bottom end of the Price
Range, the Company could repurchase up to 10,309,278 Ordinary Shares,
representing approximately 12.64 per cent. of its current issued share capital.
If the Strike Price were to be 104 pence, being the top end of the Price Range,
the Company could repurchase up to 9,615,384 Ordinary Shares, representing
approximately 11.79 per cent. of its current issued share capital.

In exercising their discretion to set an amount for the return of capital under
the Tender Offer, the matters to which the Board, in consultation with Panmure
Gordon & Co, will have regard will include the value being delivered to the
remaining Shareholders through enhanced net asset value per share, whilst at
the same time ensuring a sufficient balance between debt and equity capital
structure for the Group.

Shareholders should note that the Tender Offer will lapse if less than one per
cent. in aggregate of the existing issued Ordinary Share capital of London &
Associated Properties less the Treasury Shares (as at the date immediately
prior to publication of the Tender Offer Document) is tendered. Shareholders
should also note that Panmure Gordon & Co is entitled not to, and will not,
proceed with the Tender Offer in the circumstances as set out in paragraph 9 of
Part II of the Tender Offer Document. This right may only be exercised prior to
the Closing Date.

Shareholders do not have to tender any Ordinary Shares but, once submitted, a
Tender Form is irrevocable and cannot be withdrawn. Shareholders should note
that, once tendered, Ordinary Shares may not be sold, transferred, charged or
otherwise disposed of.

Repurchase Agreement

Under the terms of the Repurchase Agreement the Company will acquire, through
an on-market purchase, all of the Ordinary Shares acquired by Panmure Gordon &
Co pursuant to the Tender Offer, at an aggregate price equal to the aggregate
amount paid by Panmure Gordon & Co for the Ordinary Shares purchased by it plus
its fees, commissions, costs and expenses.

The City Code on Takeovers and Mergers

Michael Heller and John Heller (two directors of London & Associated
Properties) and their families and related companies and trusts, which are
deemed by the Takeover Panel to be acting in concert for the purposes of the
Takeover Code, together own 45,299,187 Ordinary Shares representing
approximately 55.54 per cent. of the issued ordinary share capital of the
Company at the date of the Tender Offer Document and have options (held by John
Heller) over 100,000 Ordinary Shares, representing 0.12 per cent. of the issued
ordinary share capital of the Company at the date of this Tender Offer
Document. If the options held over the 100,000 Ordinary Shares by John Heller
were exercised, the Concert Party's shareholding would increase to 45,399,187,
and would represent 55.59 per cent. of the issued ordinary share capital of the
Company.

Shareholders should be aware that, if the Concert Party's aggregate holding in
the Company remains above 50 per cent. of the issued ordinary share capital of
the Company, the members of the Concert Party (for so long as they continue to
be treated as acting in concert) would be free to increase their aggregate
shareholding without incurring an obligation under Rule 9 of the Takeover Code.
However, individual members of the Concert Party will not be able to increase
their percentage shareholding through a Rule 9 threshold without Takeover Panel
consent.

The Concert Party members have irrevocably undertaken not to tender more than
2,450,000 Ordinary Shares under the Tender Offer, which includes the exercise
and tender of the 100,000 options as described above.

On the assumption of the following:

  * that the Concert Party tenders 2,450,000 Ordinary Shares at the Strike
    Price (being the maximum number of shares which the Concert Party could
    tender under its irrevocable undertaking); and
   
  * no other Eligible Shareholder tenders any Ordinary Shares in the Tender
    Offer
   
then:

  * if the Strike Price were to be 97 pence, being the bottom end of the Price
    Range, the Concert Party shareholding after the completion of the Tender
    Offer would be 42,949,187 Ordinary Shares, representing approximately 54.22
    per cent. of the Company's issued share capital; or
   
  * if the Strike Price were to be 104 pence, being the top end of the Price
    Range, the Concert Party shareholding after the completion of the Tender
    Offer would be 42,949,187 Ordinary Shares, representing approximately 54.22
    per cent. of the Company's issued share capital.
   
On the assumption:

  * that the maximum amount of £10 million is returned to Eligible Shareholders
    by way of the Tender Offer;
   
  * that the Concert Party tenders 2,450,000 Ordinary Shares at 97 pence, the
    bottom end of the Price Range (being the maximum number of shares which the
    Concert Party has irrevocably committed to tender) and are not scaled-back;
    and
   
  * that Eligible Shareholders tender 7,859,278 Ordinary Shares (being the
    maximum number of Ordinary Shares which Eligible Shareholders other than
    the Concert Party could tender without being scaled back at 97 pence, the
    bottom end of the Price Range)
   
then the Concert Party's shareholding after completion of the Tender Offer
would be approximately 60.19 per cent.

In any event, given that the members of the Concert Party have irrevocably
undertaken not to tender more than 2,450,000 Ordinary Shares, then even in the
absence of any tenders by any other Eligible Shareholders, the Concert Party's
shareholding in London & Associated Properties after the completion of the
Tender Offer would not fall below 50 per cent.

Current Trading and Prospects

The year continues to progress well and as stated in the Company's final
results, the Directors look forward with confidence to the future.

Overseas Shareholders

The attention of all Overseas Shareholders is drawn to the section entitled
'Overseas Shareholders' in Part II of the Tender Offer Document and to the
relevant provisions of the Tender Form. It is the responsibility of all
Overseas Shareholders to satisfy themselves as to the observance of any legal
requirements in their jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such Shareholders to complete and
return a Tender Form.

The Tender Offer is not being made, directly or indirectly, in or into the
United States, Canada, Australia, Japan, South Africa or the Republic of
Ireland and the Tender Offer cannot be accepted from within the United States,
Canada, Australia, Japan, South Africa or the Republic of Ireland.

Accordingly, copies of the Tender Offer Document, the Tender Forms and any
related documents are not being and must not be mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia, Japan, South
Africa or the Republic of Ireland including to Shareholders with registered
addresses in the United States, Canada, Australia, Japan, South Africa or the
Republic of Ireland or to persons who are custodians, nominees or trustees
holding shares for persons in the United States, Canada, Australia, Japan,
South Africa or the Republic of Ireland. Persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not
distribute, send or mail them in, into or from the United States, Canada,
Australia or Japan, South Africa or the Republic of Ireland and so doing will
render invalid any related purported acceptance of the Tender Offer. Envelopes
containing Tender Forms must not be postmarked in the United States, Canada,
Australia, Japan, South Africa or the Republic of Ireland or otherwise
despatched from the United States, Canada, Australia, Japan, South Africa or
the Republic of Ireland and all accepting Shareholders must provide addresses
outside the United States, Canada, Australia, Japan, South Africa or the
Republic of Ireland for the remittance of cash or return of Tender Forms and
any other documents. Failure to observe these requirements will render invalid
any purported acceptance of the Tender Offer.

Panmure Gordon & Co, which is regulated in United Kingdom by the Financial
Services Authority, is acting for London & Associated Properties and for no-one
else in connection with the Tender Offer and will not be responsible to anyone
other than London & Associated Properties for providing the protections
afforded to customers of Panmure Gordon & Co or for providing advice in
connection with the matters set out in this announcement or any transaction or
arrangement referred to herein.

DEFINITIONS

The following definitions apply throughout this announcement unless the context
otherwise requires:

'Australia'          the Commonwealth of Australia, its states, territories and
                     possessions                                               
                                                                               
'Board' or the       the board of directors of London & Associated Properties  
'Directors'          as at the date of this announcement                       
                                                                               
'Canada'             Canada, its provinces and territories and all areas       
                     subject to its jurisdiction and any political subdivision 
                     thereof                                                   
                                                                               
'Closing Date'       5.00 p.m. (UK time) on 24 June 2005, the date on which the
                     Tender Offer closes, unless extended in accordance with   
                     the terms set out in the Tender Offer Document            
                                                                               
'Concert Party'      Michael Heller, John Heller and their families and related
                     companies and trusts                                      
                                                                               
'CREST'              the relevant system (as defined in the CREST Regulations) 
                     in respect of which CRESTCo is the Operator (as defined in
                     the CREST Regulations)                                    
                                                                               
'EGM'                the extraordinary general meeting of Shareholders of the  
                     Company convened for 27 June 2005                         
                                                                               
'Eligible            Shareholders, resident in, or citizens of, a jurisdiction 
Shareholders'        outside the Restricted Territories, on the Register on the
                     Record Date                                               
                                                                               
'Group'              the Company and its subsidiary undertakings               
                                                                               
'Japan'              Japan, its possessions and territories and all areas      
                     subject to its jurisdiction and any political subdivision 
                     thereof                                                   
                                                                               
'London & Associated London & Associated Properties PLC                        
Properties' or the                                                             
'Company'                                                                      
                                                                               
'London Stock        London Stock Exchange plc                                 
Exchange'                                                                      
                                                                               
'Ordinary Shares' or ordinary shares of 10p each in the capital of the Company 
'Shares'                                                                       
                                                                               
'Overseas            a Shareholder who is resident in, or a citizen of, a      
Shareholder'         jurisdiction outside the United Kingdom                   
                                                                               
'Panmure Gordon &    Panmure Gordon (UK) Limited, of Moorgate Hall, 155        
Co'                  Moorgate, London, EC2M 6XB                                
                                                                               
'Price Range'        the range of prices within which Ordinary Shares may be   
                     purchased by Panmure Gordon & Co pursuant to the terms of 
                     the Tender Offer, being 97 pence to 104 pence per Ordinary
                     Share                                                     
                                                                               
'Record Date'        5.00 p.m. (UK time) on 24 June 2005                       
                                                                               
'Registrars'         Capita Registrars, The Registry, 34 Beckenham Road,       
                     Beckenham, Kent BR3 4TU                                   
                                                                               
'Repurchase          the agreement dated 2 June 2005 between the Company and   
Agreement'           Panmure Gordon & Co for the repurchase by the Company as  
                     an on market purchase (as defined in the Act), on the     
                     London Stock Exchange, of the Ordinary Shares purchased by
                     Panmure Gordon & Co pursuant to the Tender Offer          
                                                                               
'Republic of         the Republic of Ireland, its possessions and territories  
Ireland'             and all areas subject to its jurisdiction and any         
                     political subdivision thereof                             
                                                                               
'Restricted          United States, Canada, Australia, Japan, South Africa and 
Territories'         the Republic of Ireland                                   
                                                                               
'Shareholders'       holders of Ordinary Shares                                
                                                                               
'Share Option        the 1986 Approved Scheme and the 1998 Unapproved Scheme   
Schemes'                                                                       
                                                                               
'South Africa'       the Republic of South Africa, its possessions and         
                     territories and all areas subject to its jurisdiction and 
                     any political subdivision thereof                         
                                                                               
'Strike Price'       the price at which Panmure Gordon & Co will purchase      
                     Ordinary Shares pursuant to the Tender Offer, which will  
                     be determined in accordance with the provisions set out in
                     the Tender Offer Document                                 
                                                                               
'Strike Price        a tender of Ordinary Shares for sale at the Strike Price  
Tender'                                                                        
                                                                               
'Takeover Panel'     The Panel on Takeovers and Mergers                        
                                                                               
'Takeover Code'      The City Code on Takeovers and Mergers                    
                                                                               
'Tender Offer        the tender offer document posted today by the Company     
Document'            containing details of the Tender Offer                    
                                                                               
'Tender Offer'       the invitation by Panmure Gordon & Co to Eligible         
                     Shareholders to tender Ordinary Shares on the terms and   
                     subject to the conditions set out in this document and the
                     Tender Form                                               
                                                                               
'Tender Offer        the period commencing on 2 June 2005 and ending on the    
Period'              Closing Date                                              
                                                                               
'uncertificated' or  recorded on the Register as being held in uncertificated  
'in uncertificated   form in CREST and title to which, by virtue of the CREST  
form'                Regulations, may be transferred by means of CREST         
                                                                               
'United Kingdom' or  The United Kingdom of Great Britain and Northern Ireland  
'UK'                                                                           
                                                                               
'United States' or   The United States of America, its territories and         
'US'                 possessions, any state of the United States and other     
                     areas subject to its jurisdiction and the District of     
                     Columbia