Shopping CentrePartnership-P2

Capital & Regional PLC
25 January 2002


Capital & Regional plc - Part 2

25 January 2002


CAPITAL & REGIONAL AND MORLEY FORM A £670 MILLION SHOPPING CENTRE PARTNERSHIP
(continued)


Unaudited pro forma statement of net assets of the Group


The following table sets out a pro forma statement of net assets of the Group
following the Proposed Transaction.  This table has been prepared for
illustrative purposes only to show the effect of the Proposed Disposals as if
they had occurred on 24 June 2001.  It also shows the effect of further
disposals which have been completed since 24 June 2001 which have been publicly
announced.  Because of its nature, the pro forma statement of net assets may not
give a true picture of the financial position of the Group following the
Proposed Transaction.


                                     Proposed disposal of shopping centres

                                                                             
                       Unaudited net         Announced   Revaluation of            Other    Disposal of      Pro forma
                        assets at 24      transactions         shopping      adjustments       shopping     net assets
                           June 2001                            centres                         centres               
                            (note 1)          (note 2)         (note 3)         (note 4)       (note 5)               
                                £000              £000             £000                            £000           £000
  Fixed assets                                                                                                        
  Property assets            721,782         (186,742)         (12,118)            6,698      (460,703)         68,917
  Other fixed assets          14,542                 -                                                -         14,542
  Tangible assets            736,324         (186,742)         (12,118)            6,698      (460,703)         83,459
  Investment in                                                                                                       
  joint ventures                                                                                                      
  Share of gross              86,878           180,700                                          335,000        602,578
  assets                                                                                                              
  Share of gross            (58,996)          (90,500)                                        (165,000)      (314,496)
  liabilities                                                                                                         
                              27,882            90,200                -                -        170,000        288,082
                             764,206          (96,542)         (12,118)            6,698      (290,703)        371,541
  Current assets                                                                                                      
  Property assets             22,529           (3,728)             (67)             (78)        (3,400)         15,256
  Debtors                     42,995            13,305                -          (1,249)        (3,197)         51,854
  Cash at bank and               935                                                                               935
  in hand                                                                                                             
                              66,459             9,577             (67)          (1,327)        (6,597)         68,045
  Creditors falling         (61,280)           (4,114)                                                -       (65,394)
  due within one                                                                                                      
  year                                                                                                                
  Net current                  5,179             5,463             (67)          (1,327)        (6,597)          2,651
  assets /                                                                                                            
  (liabilities)                                                                                                       
  Total assets less          769,385          (91,079)         (12,185)            5,371      (297,300)        374,192
  current                                                                                                             
  liabilities                                                                                                         
  Creditors falling        (463,333)            86,191                          (10,683)        297,300       (90,525)
  due after more                                                                                                      
  than one year                                                                                                       
  Provisions for                   -             (500)                             2,942                         2,442
  liabilities and                                                                                                     
  charges                                                                                                             
  Net assets                 306,052           (5,388)         (12,185)          (2,370)              -        286,109
  Net assets per               388.1                                                                             362.8
  share (note 6)                                                                                                      
  Fully diluted net            361.8                                                                             340.0
  assets per share                                                                                                    
  (note 6)                                                                                                            
  Triple net assets            329.6                                                                             328.4
  per share (note 6)                       
                                                                           
                                                                                                                     
    Calculation of net assets per share                                                                              
                                                 Base     Adjustments     Proforma 1     Adjustments     Proforma 2  
                                                 data                                                                
    Net assets                                 306,052        (23,658)        282,394        (50,400)        231,994 
    No shares                               78,855,975                     78,855,977    (18,000,000)     60,855,977 
    Basic NAV                                    388.1                          358.1                          381.2 
    Adjustment to assets                       (5,203)          15,760         10,557                         10,557 
    Adjustment to shares                    12,412,171                     12,412,171                     12,412,171 
    Triple net assets                          300,849         (7,898)        292,951        (50,400)        242,551 
    Triple net shares                       91,268,146               0     91,268,148    (18,000,000)     73,268,148 
    Triple net NAV                               329.6                          321.0                          331.0 
                                                                                        
                              
                                      Proposed disposal of shopping centres   


                          Unaudited   Creation of
                         net assets  retail park    Capital                   Disposal
                         at 24 June   investment   expenditure   Revaluation      of
                            2001         fund       since 24    of shopping   shopping  Deferred        UITF  Pro forma
                          (note 1)     (note 2)    June 2001      centres     centres     tax     Fees   28   net assets

                            £000         £000         £000          £000        £000     
  Fixed                                                                                                               
  assets                                                                                                              
  Property               721,782     (186,742)       4,082        (10,105)   (460,100)                            68,917
  assets                                                                                                   

  Other fixed            14,542             -                                       -                             14,542
  assets                                                                                                              

  Tangible               736,324     (186,742)       4,082        (10,105)   (460,100)     -       -      -       83,459
  assets                                                                                                                
                                                                             
  Investment                                                                                                          
  in joint                                                                                                            
  ventures                                                                                                            
  Share of               86,878       175,200                                 340,600                            602,678
  gross                                             
  assets                                           
                                                                                            
  Share of              (58,996)      (85,000)                               (170,300)                         (314,296)
  gross                                             
  liabilities                                       
                                                   
                         27,882        90,200         -             -         170,300     -       -       -     288,382

                        764,206       (96,542)    4,082       (10,105)       (289,800)    -       -       -     371,841
                                                    
  Current                                                                                                               
  assets                                                                                                                

  Property               22,529         (3,728)                                  -                               18,801
  assets
  Debtors                42,995         13,305                                                         (4,613)   51,687
                                                                                                                      
  Cash at                   935                                                                                     935
  at bank                                                                                      
  and in                                                                                                                
  hand                                                                                                                
                         66,459          9,577        -             -           -         -      -     (4,613)   71,423 
                                                                                                                      
  Creditors 
  falling due           (61,280)             -        -                                                         (61,280)
  within one 
  year                                                                                                   
                                                                                                                      
  Net current assets /    5,179          9,577        -             -           -         -       -   (4,613)    10,143
                                                                                                                      
                                                                                                                      
  Total                 769,385        (86,965)   4,082       (10,105)   (289,800)        -       -   (4,613)   381,984
  assets
  less current                                                                                                          
  liabilities                                                                                                           
     
  Creditors            (463,333)        85,870   (4,082)                  289,800              (5,443)   167   (97,021)
  falling due                                                                                                           
  after more                                                                                                            
  than one                                                                                                              
  year                                                                                                                
                                                                                                                      
  Provisions                  -         (4,614)                                        2,045                    (2,569)
  for liabilities
  and charges                                                                                                           
     
                                                                                                                      
  Net                   306,052         (5,709)       -       (10,105)          -      2,045   (5,443)  (4,446)  28,394
  assets
                                                                                                                      
  No. of shares      78,855,975                                                     

  Fully              91,268,146                                                     
  diluted                                                                                                             
  number of 
  shares                                                                                                            

  CULS                   24,178                                                     
  book                                                                                                                
  value               

  Deferred               27,833                                                                                 11,467
  tax
                                                                                                                      
  FRS 13                  1,548                                                     
  adjustment                      

  Net bank              451,821                                                     
  borrowings

  CULS                   24,642                                             
  value                                                                                                               



Notes:

1.       The net assets of the Group as at 24 June 2001 are
extracted from the unaudited interim report for the six months ended 24 June
2001 without any adjustment.

2.       This adjustment shows the effect of further transactions
which have been publicly announced in press releases to the Regulatory News
Service on 23 August 2001, 29 November 2001, 4 December 2001 and 11 January
2002.  These transactions represent:

•     The disposal of investment properties with a book value of £186.7
million and development properties with a book value of £3.7 million;

•     The receipt of net sales proceeds of £196.5 million;

•     The accrual in debtors of deferred consideration of £15.1 million less
the write off of tenant incentives of £1.8 million arising from the disposals;

•     The investment in partnerships of £90.2 million;

•         The payment of cash of £20.1 million for capital expenditure since 24
June 2001 on the properties sold; and

•     Provision for current taxation of £4.1 million and deferred taxation
of £0.5 million.

3.       This adjustment shows the decrease in value of the Disposal
Properties from their book value at 24 June 2001 of £479.5 million to the
proposed sales proceeds of £460.7 million, after allowing for additional capital
expenditure incurred since 24 June 2001 of £6.6 million.

4.       This adjustment shows:

•    Additional capital expenditure incurred on the Disposal Properties
since 24 June 2001 of £6.6 million, being funded out of long term loans;

•    The write off of tenant incentives of £1.3 million relating to the
Disposal Properties;

•    The accrual of fees of £1.1 million and loan breakage costs of £2.9
million arising from the Proposed Transaction, being funded out of long term
loans; and

•    The accrual of a deferred tax asset on the sale of the Disposal
Properties of £2.9 million.

5.      This adjustment shows

•     The sale of the Disposal Properties at a valuation of £467.3 million,
being the sale of investment properties for cash of £460.7 million, the sale of
current property assets for £3.4 million in cash and the sale of capital
contributions relating to those properties held in debtors for £3.2 million in
cash.

•     The investment in The Mall Partnership of £170.0 million, with a net
repayment of debt of £297.3 million.

6.      Net assets per share have been calculated using the number
of shares in issue at 24 June 2001 of 78,855,975.  Diluted net assets per share
have been calculated after adjusting for the conversion of the Convertible
Unsecured Loan Stock ('CULS') and is based on a fully diluted number of shares
of 91,268,148 as at 24 June 2001. Triple net assets per share have been
calculated after adjusting for the conversion of the CULS, providing in full for
deferred tax and fair valuing the Group's debt and is based on a fully diluted
number of shares of 91,268,148 as at 24 June 2001.

7.      Gearing as at 24 June 2001 assuming conversion of the CULS
to equity was 137% and pro forma gearing on the same basis would have been
approximately 26%.

8.      Other than as described above, the information is sourced
from the relevant announcements or from the Group's underlying accounting
records.  Other than as described above, no account has been taken of Group's
results since 24 June 2001.



                      This information is provided by RNS
            The company news service from the London Stock Exchange