Tender Offer

Capital & Regional PLC
29 April 2002



Adjustment to conversion rate for holders of the 6.75 per cent convertible
subordinated unsecured loan stock 2006/16 (the "Loan Stock") of Capital &
Regional plc (the "Company")



Capital & Regional plc announced on 22 April 2002 that 39,181,932 ordinary
shares of the Company had been tendered pursuant to the tender offer to
repurchase up to £50 million of ordinary shares at a price of £2.85 per share
(the "Tender Offer").

Capital & Regional plc now announces that under the Tender Offer, which closed
on 26 April, the total number of shares re-purchased was 17,543,744 ordinary
shares.

The Company announces that it has today sent a letter to holders of the Loan
Stock notifying them that, in accordance with the trust deed dated 9 May 1996
(and deeds supplemental thereto) constituting the Loan Stock (the "Trust Deed"),
the purchase of ordinary shares under the Tender Offer is deemed to be a capital
distribution and as such the rate at which the Loan Stock may be converted into
ordinary shares of the Company must be adjusted.

In accordance with the terms of the Trust Deed the conversion rate has been
adjusted, effective as of 26 April 2002, to a rate of £5.142 in nominal amount
of Ordinary Share Capital of the Company per £100 nominal of Loan Stock.



Enquiries:     Martin Barber, Chief Executive     Tel: [phone]





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