Re Return of Cash

Helical Bar PLC
25 November 2004


25 November 2004

Helical Bar plc ('Helical' or the 'Company')

Proposed Return of Cash of up to £111 million to Shareholders and Share
Reorganisation of 5 New Ordinary Shares for every 8 Existing Ordinary Shares
held

Summary of the Proposals

Helical has today posted a circular to all Shareholders setting out the details
of the proposed Return of Cash as outlined to Shareholders in the Company's
interim results announcement on 18 November 2004.  Where relevant, terms used in
this announcement bear the meanings given to them in the circular.  Highlights
of the Proposals are:
     
•    Return of £4 per Existing Ordinary Share, representing up to £111 million, 
     depending on the elections made by Shareholders

•    Restoration of gearing to a more appropriate level following disposals of 
     investment properties

•    Ability to receive cash returned as income (A Shares), capital (B Shares) 
     or New Ordinary Shares (via the C Share Conversion)

•    Conversion of C Shares into New Ordinary Shares at a 20% effective premium 
     to the closing mid-market price of 1065 pence per share on 24 November 2004

•    Through the Share Reorganisation the ordinary share capital of the Company 
     will be reduced to reflect the Return of Cash on the basis that 
     Shareholders will receive 5 New Ordinary Shares for every 8 Existing 
     Ordinary Shares held

•    Each Shareholder's holding will represent the same proportion of the 
     Company's ordinary share capital as existed prior to the Share 
     Reorganisation (subject to other Shareholders' elections and fractional 
     entitlements)
     
•    Shareholder approval to be sought at the EGM to be held on Monday 20
     December

•    Cheques are expected to be despatched to Shareholders and CREST accounts 
     credited on Thursday 23 December.

Reasons for the Proposals

Since the beginning of the financial year Helical has continued to take
advantage of a buoyant investment market, selling over £150 million of
investment properties including its two industrial estates at Aycliffe and
Peterlee for £67.6 million.  The effect on Helical's balance sheet of these and
previous investment sales has been to reduce the Company's net gearing to below
15%.  This is an inappropriate level for a Company such as Helical which
traditionally has enhanced returns on Shareholders' equity by the judicious use
of gearing.

The Company has therefore decided that the Return of Cash of £4 per Existing
Ordinary Share be structured to give Shareholders a choice between receiving the
payment either in the form of income or capital.  In addition, Shareholders will
have a limited opportunity to receive further New Ordinary Shares in lieu of
their entitlement to a cash payment, albeit at a 20% effective premium to the
closing mid-market price of 1065 pence per share on 24 November 2004, an
effective price of 1280 pence per New Ordinary Share.


The Return of Cash

Under the terms of the Proposals, Shareholders will receive the following:

for every 8 Existing Ordinary Shares              5 New Ordinary Shares and 
                                                  the right to elect for eight 
                                                  A, B and/or C Shares

and so on in proportion for any other number of Existing Ordinary Shares held on
the Record Date.

Each Existing Ordinary Share of 5p will be split into 5 Undesignated Shares of 5
/8p and either an A, B or C Share of 1 7/8p.  Each of the Undesignated Shares of
5/8p shares will be consolidated so that one New Ordinary Share will replace
every 8 of the Undesignated Shares of 5/8p shares.

The Proposals give Shareholders the opportunity to choose from the following
three Alternatives:
     
•    A Shares (income alternative)

To the extent that a Shareholder wants to receive the Return of Cash as income
they will elect to receive 1 A Share for each Existing Ordinary Share held.
Following approval of the Proposals, a one-off special dividend of £4 will be
paid to holders of the A Shares.  After this payment has been made the A Shares
will automatically convert into Deferred Shares which have limited rights and
virtually no economic value.
     
•    B Shares (capital alternative)

To the extent that a Shareholder wants to receive the Return of Cash as capital
they will elect to receive 1 B Share for each Existing Ordinary Share held.
Following approval of the Proposals, Cazenove, which is acting as the Company's
financial adviser, will make a Repurchase Offer to holders of B shares at £4 per
B Share free of dealing costs.  If a B Shareholder prefers to sell the B Shares
in a subsequent tax year they can be retained.  The B Shares will be listed on
the Official List of the London Stock Exchange and pay a dividend fixed at the
lower of 75% of LIBOR or 10% per annum on a notional amount of £4 per B Share.
It is currently intended that Cazenove will make a further repurchase offer at
£4 per B Share plus accrued dividend and free of dealing costs, some time after
5 April 2005.
     
•    C Shares (additional shares alternative)

To the extent that a Shareholder prefers to receive additional New Ordinary
Shares in lieu of cash they will elect to receive 1 C Share for each Existing
Ordinary Share held.  Following approval of the Proposals, these C Shares will
convert into New Ordinary Shares according to a pre-determined formula
calculated by reference to the closing mid-market price of 1065 pence per share
on 24 November 2004.  On this basis one additional New Ordinary Share will be
issued for every 3.2 C Shares held.  This will be equivalent to a Shareholder
subscribing for New Ordinary Shares at a 20% effective premium to the closing
mid-market price of 1065 pence per share on 24 November 2004, an effective price
of 1280 pence per New Ordinary Shares.

Shareholders should note that the C Share Conversion is limited to a maximum of
25% of the total of the elections which Shareholders are entitled to make for A,
B or C Shares.  To the extent that this limit is exceeded, Shareholders electing
to receive C Shares in excess of 25% of their holdings of Existing Ordinary
Shares will be scaled back as necessary and deemed to have opted for the A Share
income alternative instead.


Effect of the Return of Cash on Shareholders

The intention is that, subject to normal market movements, the share price of
one New Ordinary Share immediately after Listing should be approximately equal
to the share price of one Existing Ordinary Share immediately prior to the
cessation of dealings in Existing Ordinary Shares.  The effect of the Share
Reorganisation will be to reduce the number of issued ordinary shares to reflect
the Return of Cash, but Shareholders will own the same proportion of the Company
as they did previously, subject to fractional entitlements and the New Ordinary
Shares arising from the C Share Conversion.

Ultimately, however, the number of New Ordinary Shares in issue will depend on
the extent to which Shareholders wish to participate in the C Share Conversion.
The C Share Limit is the maximum number of New Ordinary Shares which may arise
pursuant to the C Share Conversion.

It is expected that the New Ordinary Shares will be admitted to the Official
List and will be tradable on the London Stock Exchange in the same way as the
Existing Ordinary Shares. The last day for dealings in the Existing Ordinary
Shares is expected to be 20 December 2004 and dealings in the New Ordinary
Shares are expected to commence at 8.00 a.m. on 21 December 2004. The New
Ordinary Shares will be equivalent to the Existing Ordinary Shares in all
respects including dividend, voting and other rights.

The B Shares will also be admitted to the Official List and will be tradable on
the London Stock Exchange. If the Repurchase Offer is implemented as expected by
Cazenove, Shareholders who have elected accordingly will sell their B Shares to
Cazenove at £4 per B Share on 22 December 2004.

Current trading and prospects

With over 30 active projects spread across all commercial property sectors the
Directors view the financial and trading prospects of the Group for the current
financial year and thereafter with confidence.

Expected timetable of principal events

Latest time and date for receipt of 
Election Forms                                      4.30 p.m. on 17 December

Register closed, Existing Ordinary Shares to be 
'disabled' in CREST and registration of 
transfers suspended                                 4.30 p.m. on 17 December

Record Date for the Proposals                       6.00 p.m. on 17 December

Latest time and date for receipt of Proxy 
Forms to be valid at the Extraordinary 
General Meeting                                     12.00 noon on 18 December

Extraordinary General Meeting                       12.00 noon on 20 December

Latest time and date for dealings in 
Existing Ordinary                                   4.30 p.m. on 20 December

Shares

New Ordinary Shares and B Shares admitted 
to the Official List and dealings commence          8.00 a.m. on 21 December


New Ordinary Shares and B Shares credited to CREST  8.00 a.m. on 21 December
accounts

Cazenove to repurchase B Shares from Shareholders who            22 December
 have elected to accept the Repurchase Offer

Declaration of the A Share Dividend                 8.00 a.m. on 22 December

The A Share Dividend becomes payable and despatch of             23 December
 cheques in respect of the A Share Dividend

Despatch of cheques in respect of the B Shares purchased           23 December
 by Cazenove

Despatch of share certificates in respect of New Ordinary          23 December

 Shares and the B Shares which have not been purchased
 pursuant to the Repurchase Offer

The A Share Dividend, proceeds of the Repurchase Offer             23 December

 and proceeds in excess of £2.00 (net of expenses) on the

 sale of fractional entitlements to New Ordinary Shares to

be credited to CREST accounts

All times stated in this announcement are London times. If the above times
should change, the revised times and dates will be notified to Shareholders by
an announcement on the Regulatory News Service of the London Stock Exchange.

The circular will shortly be available for inspection at the UK Listing
Authority's document viewing facility, which is situated at the Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS, tel
020 7676 1000, or on the Company's website, www.helical.co.uk.  Where relevant,
terms used in this announcement bear the meanings given to them in the circular.

Enquiries

Helical Bar plc
020 7629 0113

Michael Slade
Nigel McNair Scot

Cazenove & Co. Ltd
020 7588 2828

Richard Cotton
Roger Clarke

Financial Dynamics
020 7831 3113


Stephanie Highett
Dido Laurimore

Cazenove & Co. Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company and for no one else in
connection with the Proposals and will not be responsible to any other persons
for providing the protections afforded to the customers of Cazenove & Co. Ltd,
nor for providing advice to any other person in relation to the Proposals.



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