Offer for Tops Estates PLC

Land Securities Group Plc
06 May 2005

6 May 2005





  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
               FROM 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





Summary



The Boards of Land Securities Group PLC ('Land Securities') and Tops Estates PLC
('Tops Estates') announce that they have reached unanimous agreement on the
terms of recommended offers for the Shares in and convertible unsecured loan
stock of Tops Estates. Citigroup will make the Offers on behalf of Retail
Property Holdings Trust Limited, a wholly-owned subsidiary of Land Securities
(the 'Offeror'). The Offers represent an enterprise value for Tops Estates of
approximately £517.2 million, including net debt (excluding the CULS) at 30
September 2004 of approximately £207.3 million.



Tops Estates is a specialist investor in town and city centre shopping centres.
Tops Estates' property portfolio comprises shopping centres with a total gross
area of approximately 230,000 sq. m. in seven locations - three in the North of
England, three in the Midlands and one in London. Tops Estates' property
portfolio was independently valued as at 31 March 2005 at £566.7 million, based
on current annual net rental income of £30.4 million and estimated annual net
market rental value of £40.7 million.



The acquisition of Tops Estates will strengthen further Land Securities'
position in the retail sector and the shopping centres being acquired offer Land
Securities management and development opportunities to create value.  In
particular, the Clayton Square Shopping Centre consolidates Land Securities'
position in Liverpool; Tops Estates' sites in Corby provide a longer-term
development opportunity; and its properties in Leeds provide Land Securities
with an entry into one of the top 10 city centre retail markets in the UK.  Land
Securities will also continue to deliver the asset management programmes already
initiated at Tops Estates' sites in Stafford, Harrogate, Worcester and
Shepherd's Bush.



The Offers comprise:



(a)        The Share Offer

The Share Offer of 515 pence per Share in cash (with a Loan Note Alternative)
values the existing issued share capital of Tops Estates at approximately £236.8
 million.  The Share Offer represents a discount of 7.9 per cent. to Adjusted
Diluted Net Asset Value, as set out in Appendix II, and a premium of 11.3 per
cent. to Adjusted Diluted Triple Net Asset Value, as set out in Appendix II, in
each case as at 31 March 2005. It also represents a premium of 16.4 per cent. to
the Share price of 442.5 pence on 5 May 2005 (the last dealing date prior to the
announcement of the Offers).  The Adjusted Diluted Net Asset Value reflects the
consolidated net asset value of Tops Estates as at 30 September 2004, adjusted
for the revaluation of its property portfolio as at 31 March 2005.  The Adjusted
Diluted Triple Net Asset Value also reflects the estimated (post-tax) FRS13
liability as at 31 March 2005 and the estimated contingent tax liabilities which
would accrue if the property portfolio were sold at the 31 March 2005 valuation.



(b)        The CULS Offer

The CULS Offer of 322.92 pence per £1 nominal of CULS in cash (with a Loan Note
Alternative) values the CULS at approximately £73.1 million, representing a
premium of 17.2 per cent. to the CULS price of 275.5 pence on 5 May 2005 (the
last dealing date prior to the announcement of the Offers).  The CULS Offer
price of 322.92 pence per £1 nominal value of CULS has been calculated in
accordance with the terms of the trust deed constituting the CULS and,
accordingly, takes account of the adjusted conversion rate which would apply on
a takeover offer for Tops Estates becoming wholly unconditional on or before 30
June 2005.  CULS holders who validly accept the CULS Offer will also be entitled
to accrued but unpaid interest on the CULS up to (but excluding) the date on
which the Offers become or are declared unconditional in all respects.



The Offeror has conditionally agreed to acquire (through the acquisition of the
Chairman's 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. The conditional agreements to acquire the Chairman's
Family Holding Companies will remain binding on the respective vendors in the
event of a competing offer for Tops Estates. In addition, the Chairman's Family
Holding Companies have undertaken not to accept any Third Party Offer for their
Shares or CULS.



A subsidiary of Comet Investments Limited, one of the Chairman's Family Holding
Companies, owns the freehold interest in the Clayton Square Shopping Centre,
Liverpool and part of the purchase price payable by the Offeror upon the
acquisition of Comet Investments Limited will represent the market value of that
freehold interest.  The indirect acquisition of the freehold interest in the
Clayton Square Shopping Centre by the Offeror will be subject to the approval of
the independent Shareholders of Tops Estates and Tops Estates will convene an
extraordinary general meeting of the independent Shareholders in order to
consider a resolution to approve the terms on which the freehold interest will
be acquired.  The terms of the acquisition of the freehold interest are
considered by Rothschild to be fair and reasonable so far as other Tops Estates
Shareholders are concerned.



The Offeror has received irrevocable undertakings to accept or procure the
acceptance of the Offers from the Chairman of Tops Estates, Mina Goodman, the
Everard and Mina Goodman Charitable Foundation, Evermina Investments Limited and
other Tops Estates Directors in respect of 2,023,513 Shares, representing
approximately 4.4 per cent. of the issued share capital of Tops Estates and
£14,505 nominal value of CULS, representing approximately 0.1 per cent. of the
outstanding CULS.  These irrevocable undertakings will remain binding in the
event of a competing offer being made for Tops Estates and will cease to be
binding only if the Offers lapse. In addition, the Chairman of Tops Estates,
Mina Goodman, the Everard and Mina Goodman Charitable Foundation and Evermina
Investments Limited have undertaken not to accept any Third Party Offer for
their Shares or CULS.



The Offeror has also received an irrevocable undertaking to accept or procure
the acceptance of the Share Offer from Trust of Property Shares plc ('T.O.P.S.')
in respect of 2,150,000 Shares, representing approximately 4.7 per cent. of the
issued share capital of Tops Estates.  This undertaking is conditional on the
approval of the shareholders of T.O.P.S. at an extraordinary general meeting.
The Chairman and persons connected to him, who together own 55.6 per cent. of
the issued share capital of T.O.P.S., have undertaken to approve the irrevocable
undertaking at the extraordinary general meeting.



The Offeror has also received a non-binding letter of intent from Aberforth
Partners stating that it intends to accept or procure the acceptance of the
Offers in respect of 4,082,000 Shares, representing approximately 8.9 per cent.
of the issued share capital of Tops Estates, and £3,446,000 nominal value of
CULS, representing approximately 15.2 per cent. of the outstanding CULS.



The Offeror therefore has either conditionally agreed to acquire, or has
received irrevocable undertakings to accept or procure the acceptance of the
Offers in respect of, 21,980,347 Shares, representing approximately 47.8 per
cent. of the issued share capital of Tops Estates, and £2,553,183 nominal value
of CULS, representing approximately 11.3 per cent. of the outstanding CULS.
Together with the letter of intent to accept the Offers from Aberforth Partners,
this represents approximately 56.7 per cent. of the issued share capital of Tops
Estates and 26.5 per cent. of the outstanding CULS.



The Share Offers will be conditional upon, inter alia (a) receipt of valid
acceptances in respect of not less than 90 per cent. (or such lower percentage
as the Offeror may decide) of the Shares to which the Share Offer relates, and
(b) receipt of valid acceptances in respect of not less than 75 per cent. (or
such lower percentage as the Offeror may decide) in nominal value of the CULS or
the CULS Resolution being passed by the requisite majority at the CULS Meeting
or any adjournment thereof.  The CULS Offer will be conditional upon the Share
Offer becoming or being declared unconditional in all respects.



In addition the Offeror has agreed with Tops Estates that, if condition (b)
above is satisfied in relation to the CULS, it will waive down the acceptance
condition in relation to the Share Offer from 90 per cent. of the Shares to
which the Share Offer relates to such number of valid acceptances in relation to
the Offers which, together with the Shares and CULS held by the Chairman's
Family Holding Companies and other Shares and CULS held, or acquired or
contracted to be acquired by the Offeror and its associates (together, the '
Acquired Tops Estates Securities'), represents not less than 75 per cent. of the
Shares on a fully diluted basis.  If on any closing date of the Offers:



(i)                   the acceptance condition in relation to the CULS has been
satisfied or the CULS Resolution has been approved by the requisite majority but
the Acquired Tops Estates Securities represent less than 75 per cent. of the
fully diluted share capital of Tops Estates, or

(ii)                 the Acquired Tops Estates Securities represent at least 75
per cent. of the fully diluted share capital of Tops Estates but the acceptance
condition in relation to the CULS has not been satisfied and the CULS Resolution
has not been approved by the requisite majority,



then in either case the Offeror will extend the Offers beyond that closing date.
  However, the Offeror shall not extend the Offers beyond any time, as specified
by the Code, by which an Offer must become or be declared unconditional as to
acceptances.



The Tops Estates Directors, who have been so advised by Rothschild, consider the
terms of the Offers to be fair and reasonable and unanimously recommend the
Offers to Shareholders and CULS Holders.  In providing advice to the Tops
Estates Directors, Rothschild has taken into account the commercial assessments
of the Tops Estates Directors.



Commenting on the Offers, Francis Salway, CEO of Land Securities, said:



'Land Securities has one of the leading property businesses in the UK, with over
£8 billion currently invested. The acquisition of Tops Estates will further
strengthen our position in the retail sector, enabling us to capitalise on the
synergies arising from managing an enlarged portfolio of shopping centres.  Tops
Estates' portfolio is located in medium to large sized conurbations across the
UK and offers ongoing asset enhancement opportunities of a type on which both
Tops Estates and Land Securities have successful track records.'



Everard Goodman, Chairman of Tops Estates, said:



'The Offers give Shareholders and CULS Holders a price which I recommend they
accept as it reflects the value created by the Tops Estates team through its
asset management, development and regeneration initiatives and allows the
Shareholders and CULS Holders an excellent opportunity to benefit from a
realisation of their investment in cash today.  Land Securities is well placed
to continue to develop further the assets of Tops Estates and to capitalise on
its existing resources, knowledge and experience in the town and city centre
shopping centre development market.  I would like to thank all members of the
Tops Estates team for their dynamic approach, dedication and great enthusiasm to
deliver growth and also our professional advisers for the positive and
progressive roles that they have played throughout the years'.



This summary should be read in conjunction with the full text of this
announcement.



The conditions to and certain further terms of the Offers are set out in
Appendix I to this announcement.  Appendix III to this announcement contains
definitions of certain terms used in this announcement.



Land Securities is holding a conference call for equity analysts and investors
(other than those in any Restricted Jurisdiction) at 9.00 a.m. today.



The call is to be hosted by:



Francis Salway, Group Chief Executive
Mark Collins, Chief Operating Officer


A live audio webcast of the conference call will be available on the company's
website (www.landsecurities.com).  An archive copy and a transcript will then be
available at the same address later today.



General Enquiries



Land Securities Group PLC
Francis Salway
Tel: [phone]


Mark Collins
Tel: [phone]


Emma Denne
Tel: [phone]



www.landsecurities.com



Citigroup Global Markets Limited (Financial Adviser to Land Securities and the
Offeror)



David Wormsley
Tel: [phone]


Ian Hart

Tel: [phone]


Nicholas Tinworth

Tel: [phone]



JPMorgan Cazenove Limited (Joint Corporate Broker to Land Securities and the
Offeror)



Richard Cotton

Tel: [phone]


Roger Clarke

Tel: [phone]



UBS Limited (Joint Corporate Broker to Land Securities and the Offeror)



James Geary

Tel: [phone]



Financial Dynamics (Public Relations Adviser to Land Securities and the Offeror)



Stephanie Highett

Tel: [phone]


Dido Laurimore

Tel: [phone]



Tops Estates  PLC



Everard Goodman

Tel: [phone]


Adam Cohen

Tel: [phone]



Rothschild (Financial Adviser to Tops Estates)



Robert Leitao

Tel: [phone]


Kevin Ramsden

Tel: [phone]



Oriel Securities Limited (Corporate Broker to Tops Estates)



Simon Bragg

Tel: [phone]


Scott Richardson Brown

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.



JPMorgan Cazenove, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as joint corporate broker 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 JPMorgan Cazenove, nor for
providing advice in relation to the Offers.



UBS Limited, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as joint corporate broker 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 UBS Limited, nor for providing
advice in relation to the Offers.



Rothschild, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting
exclusively as financial adviser to Tops Estates and for no one else in
connection with the Offers and will not be responsible to anyone other than Tops
Estates for providing the protections afforded to clients of Rothschild, nor for
providing advice in relation to the Offers.



Oriel Securities Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting as corporate broker to Tops
Estates and no-one else in connection with the Offers and will not be
responsible to anyone other than Tops Estates for providing the protections
afforded to clients of Oriel Securities Limited, nor for providing advice in
relation to the Offers.



The availability of the Offers (including the Loan Note Alternative) to persons
who are not resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements. Further details in relation to
Overseas Shareholders and Overseas CULS Holders will be contained in the Offer
Document.



Unless otherwise determined by the Offeror, the Offers (including the Loan Note
Alternative) will not be made, directly or indirectly, in or into, or by use of
the mails or any means or instrumentality (including, without limitation,
facsimile transmission, telephone and internet) or interstate or foreign
commerce of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction. The Offers (including the Loan Note Alternative) will
not be capable of acceptance from or within any Restricted Jurisdiction or by
use of any means, instrumentality or facilities. 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 and persons receiving this announcement (including custodians,
nominees and trustees) must not mail or otherwise distribute or send it in, into
or from such jurisdictions as doing so may invalidate any purported acceptance
of the Offers. Notwithstanding the foregoing, the Offeror will retain the right
to permit the Offers to be accepted and any sale of securities pursuant to the
Offers to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.



The Loan Notes which may be issued pursuant to the Loan Note Alternative will
not be listed on any stock exchange and will not be registered or filed under
any relevant laws of any Restricted Jurisdiction, and no prospectus or other
documentation which would otherwise be required to be prepared in respect of the
Loan Notes pursuant to any relevant laws of a Restricted Jurisdiction has been
lodged with or registered by any securities commission or similar authority in
any Restricted Jurisdiction. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes may not be offered, sold, re-sold
or delivered, directly or indirectly, in, into or from any of the Restricted
Jurisdictions, or to or for the account or benefit of any US person or resident
of any of the Restricted Jurisdictions.



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.



Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Tops Estates, owns or controls or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Tops Estates is generally required under the provisions of Rule 8 of the City
Code to notify a Regulatory Information Service as specified in the Listing
Rules and the Panel by no later than 12.00 noon (London time) on the business
day following the date of the transaction of every dealing in such securities
(or in any option in respect of, or derivative referenced to, any such
securities) during the period to the date on which the Share Offer becomes or is
declared unconditional as to acceptances or lapses.  Dealings by the Offeror or
Tops Estates (or by their respective 'associates', within the definition set out
in the City Code) in any class of securities of Tops Estates until the end of
such period must also be disclosed (save where omission of such associates from
this requirement has been approved by the Panel).  Please consult your financial
adviser immediately if you believe this Rule may be applicable to you.





6 May 2005



  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
               FROM 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





1.         Introduction

The Boards of Land Securities Group PLC ('Land Securities') and Tops Estates PLC
('Tops Estates') announce that they have reached unanimous agreement on the
terms of recommended offers for the Shares in and convertible unsecured loan
stock of Tops Estates. Citigroup will make the offers on behalf of Retail
Property Holdings Trust Limited, a wholly-owned subsidiary of Land Securities
(the 'Offeror').



2.         The Offers

The Offers comprise the Share Offer of 515 pence per Share in cash (with a Loan
Note Alternative) and the CULS Offer of 322.92 pence per £1 nominal of CULS in
cash (with a Loan Note Alternative). The Offers value the existing issued share
capital of Tops Estates at approximately £236.8 million and the outstanding CULS
at approximately £73.1 million. The Offers represent an enterprise value for
Tops Estates of approximately £517.2 million, including net debt (excluding the
CULS) at 30 September 2004 of approximately £207.3 million.



The Offers will be on the terms and subject to the Conditions set out in
Appendix I and the further terms that will be set out in the Offer Document.
Citigroup is acting as exclusive financial adviser to Land Securities and the
Offeror in relation to the Offers.  JPMorgan Cazenove and UBS Limited are acting
as joint corporate brokers to Land Securities and the Offeror in relation to the
Offers.  Rothschild is acting as exclusive financial adviser to Tops Estates in
relation to the Offers and Oriel Securities is acting as corporate broker to
Tops Estates in relation to the Offers.



Under the terms of the Offers, Shareholders and CULS Holders will be offered,
respectively:


For each Share                                        515 pence in cash
For each £1 nominal of CULS                           322.92 pence in cash





In assessing the Offers, the Tops Estates Directors have had regard, inter alia,
to the net asset value of Tops Estates. Set out in Appendix II is a calculation
of Adjusted Diluted Net Asset Value and Adjusted Diluted Triple Net Asset Value,
in each case as at 31 March 2005 which has been prepared by the Tops Estates
Directors (and which reflects, inter alia, the open market valuation of Tops
Estates' properties as at 31 March 2005 in accordance with the report and
valuation prepared by Cluttons LLP). The estimate, for which the Tops Estates
Directors are solely responsible, has been prepared for illustrative purposes
only and, because of its nature, cannot give a complete picture of the financial
position of Tops Estates, and does not constitute a profit forecast.



The Share Offer of 515 pence per Share represents a discount of 7.9 per cent. to
Adjusted Diluted Net Asset Value and a premium of 11.3 per cent. to Adjusted
Diluted Triple Net Asset Value, in each case as at 31 March 2005.  The Adjusted
Diluted Net Asset Value reflects the consolidated net asset value of Tops
Estates as at 30 September 2004, adjusted for the revaluation of its property
portfolio as at 31 March 2005.  The Adjusted Diluted Triple Net Asset Value also
reflects the estimated (post-tax) FRS13 liability as at 31 March 2005 and the
estimated contingent tax liabilities which would accrue if the property
portfolio were sold at the 31 March 2005 valuation.  The Share Offer also
represents a premium of 16.4 per cent. to the Share price of 442.5 pence on 5
May 2005 (the last dealing date prior to the announcement of the Offers).



The CULS Offer represents a premium of 17.2 per cent. to the CULS price of 275.5
pence on 5 May 2005 (the last dealing date prior to the announcement of the
Offers).  The CULS Offer price of 322.92 pence per £1 nominal value of CULS has
been calculated in accordance with the terms of the trust deed constituting the
CULS and, accordingly, takes account of the adjusted conversion rate which would
apply on a takeover offer for Tops Estates becoming wholly unconditional on or
before 30 June 2005.



The sources of information and bases of calculation contained in this
announcement are set out in Appendix II.



Tops Estates intends to convene an extraordinary general meeting of CULS Holders
to amend the terms of the Trust Deed, conditionally upon the Share Offer
becoming or being declared unconditional in all respects, to allow the Offeror
compulsorily to acquire all of the outstanding CULS, or to permit Tops Estates
to redeem all of the outstanding CULS, in each case at the same price per £1
nominal value of CULS as the price per £1 nominal value of CULS payable under
the CULS Offer.  See paragraph 6 for further information.



The Share Offers will be conditional upon, inter alia (a) receipt of valid
acceptances in respect of not less than 90 per cent. (or such lower percentage
as the Offeror may decide) of the Shares to which the Share Offer relates, and
(b) receipt of valid acceptances in respect of not less than 75 per cent. (or
such lower percentage as the Offeror may decide) in nominal value of the CULS or
the CULS Resolution being passed by the requisite majority at the CULS Meeting
or any adjournment thereof.  The CULS Offer will be conditional upon the Share
Offer becoming or being declared unconditional in all respects.



In addition the Offeror has agreed with Tops Estates that, if condition (b)
above is satisfied in relation to the CULS, it will waive down the acceptance
condition in relation to the Share Offer from 90 per cent. of the Shares to
which the Share Offer relates to such number of valid acceptances in relation to
the Offers which, together with the Shares and CULS held by the Chairman's
Family Holding Companies and other Shares and CULS held, or acquired or
contracted to be acquired by the Offeror and its associates (together, the '
Acquired Tops Estates Securities'), represents not less than 75 per cent. of the
Shares on a fully diluted basis.  If on any closing date of the Offers:



(i)         the acceptance condition in relation to the CULS has been satisfied
or the CULS Resolution has been approved by the requisite majority but the
Acquired Tops Estates Securities represent less than 75 per cent. of the fully
diluted share capital of Tops Estates, or

(ii)         the Acquired Tops Estates Securities represent at least 75 per
cent. of the fully diluted share capital of Tops Estates but the acceptance
condition in relation to the CULS has not been satisfied and the CULS Resolution
has not been approved by the requisite majority,



then in either case the Offeror will extend the Offers beyond that closing date.
  However, the Offeror shall not extend the Offers beyond any time as specified
by the Code, by which an Offer must become or be declared unconditional as to
acceptances.



3.         Share Dividend and CULS Interest

The Shares will be acquired pursuant to the Share Offer fully paid and free from
all liens, charges, equitable interests, encumbrances, rights of pre-emption and
any other rights and interests of any nature whatsoever and together with all
rights now and hereafter attaching to the Shares, including voting rights and
the right to receive and retain all dividends and other distributions (if any)
declared, made or paid on or after the date of this announcement.



CULS Holders who validly accept the CULS Offer will be entitled to accrued but
unpaid interest on the CULS up to (but excluding) the date on which the Offers
become or are declared unconditional in all respects.  Save for any such accrued
interest, the CULS will be acquired pursuant to the CULS Offer free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and any
other rights and interests of any nature whatsoever and together with all rights
now and hereafter attaching to the CULS.  If any of the CULS are compulsorily
acquired or redeemed following the passing of the resolutions to be considered
at the general meeting of CULS Holders, such CULS will be acquired on the same
basis and at the same price payable for the CULS under the CULS Offer.



4.         Loan Note Alternative

Shareholders and CULS Holders (other than certain Overseas Shareholders and
Overseas CULS Holders) who validly accept the Share Offer or the CULS Offer, as
the case may be, may elect to receive Loan Notes to be issued by the Offeror as
an alternative to receiving any or all of the cash consideration which they
would otherwise receive under the Offers on the following basis:



 for every £1 of cash consideration under the Offers, £1 nominal value of Loan
                                     Notes



The Loan Notes will be unsecured obligations of the Offeror and will be issued,
credited as fully paid, in amounts and integral multiples of £1 in nominal
value. The obligation to pay under the Loan Notes will be irrevocably and
unconditionally guaranteed for three years from the date of the instrument
creating the Loan Notes. The Loan Notes will not be transferable other than with
the prior written consent of the Offeror.  All fractional entitlements will be
disregarded and not paid. The Loan Notes will be governed by English law.



The Loan Notes will bear interest (from the date of issue) payable to the
relevant holder of Loan Notes (subject to any requirement to deduct tax thereon)
semi-annually in arrears on 30 September and 31 March at the rate of 0.55 per
cent. below LIBOR. The first interest payment will be made on 30 September 2005
in respect of the period from and including the date of issue of the relevant
Loan Notes up to (but excluding) that date.



The Loan Note Alternative will be conditional upon the Share Offer becoming or
being declared unconditional in all respects, and valid elections having been
received by such time for at least £5 million in nominal value of Loan Notes.
The Loan Notes will have a term of 10 years and holders of Loan Notes will have
the opportunity to redeem them on each interest payment date falling on or after
30 September 2006, provided that any Loan Notes issued after 30 September 2005
will be redeemable only from the first interest payment date falling after the
first anniversary of the issue of such Loan Notes. The Offeror will be entitled
to redeem all outstanding Loan Notes if the aggregate nominal value of
outstanding Loan Notes falls below £5 million at any time during their term.



The Loan Note Alternative will remain open for acceptance for so long as the
Offers remain open for acceptance.  Further details of the Loan Note Alternative
will be set out in the Offer Document.



5.         Conditional purchases of Shares and CULS and irrevocable undertakings



Shares



The Offeror has conditionally agreed to acquire (through the acquisition of the
Chairman's Family Holding Companies) 17,806,834 Shares, representing
approximately 38.7 per cent. of the issued share capital of Tops Estates. The
acquisition of the Chairman's Family Holding Companies, which are beneficially
owned by the Chairman of Tops Estates, Mina Goodman, the Everard and Mina
Goodman Charitable Foundation, will be effected pursuant to a share purchase
agreement in respect of each of the Chairman's Family Holding Companies.  Except
in the case of Comet Investments Limited, the only material assets of the
Chairman's Family Holding Companies are Shares and CULS and the purchase price
for the Chairman's Family Holding Companies will be calculated based on their
respective net asset values at the date the Offers become or are declared
unconditional as to acceptances.  In determining the net asset values of the
Chairman's Family Holding Companies, the Shares and CULS held by them will be
valued at the price payable by the Offeror under the Offers.



A subsidiary of Comet Investments Limited also owns the freehold interest in the
Clayton Square Shopping Centre, Liverpool and part of the purchase price payable
by the Offeror upon the acquisition of Comet Investments Limited will represent
the market value of that freehold interest.  The indirect acquisition of the
freehold interest in the Clayton Square Shopping Centre by the Offeror will be
subject to the approval of the independent Shareholders of Tops Estates and Tops
Estates will convene an extraordinary general meeting of the independent
Shareholders in order to consider a resolution to approve the terms on which the
freehold interest will be acquired.  The terms of the acquisition of the
freehold interest are considered by Rothschild to be fair and reasonable so far
as other Shareholders are concerned.



In the event that the acquisition of the freehold interest is not approved by
the independent shareholders, the freehold interest will not form part of the
acquisition of the Chairman's Family Holding Companies and, in those
circumstances, Everard Goodman has agreed with the Panel that he will procure
that the freehold interest is not sold to Land Securities within 12 months of 5
May 2005 and that, if the freehold interest is sold within three years from 5
May 2005, it will be sold through an auction process.



In connection with the acquisition of the Chairman's Family Holding Companies,
each of the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman
Charitable Foundation and the Chairman's Family Holding Companies has agreed,
for so long as the Offers remain open for acceptance, not to, directly or
indirectly, sell or otherwise dispose of any Shares or CULS held by them
(respectively) or to acquire or enter into any agreement to acquire Relevant
Tops Estates Securities.  Each of them also agrees that it will not accept any
Third Party Offer and that it will cast all votes which it has the power to
exercise, or to direct the exercise of, in relation to any CULS in favour of the
CULS Resolution and (to the extent permitted to do so by the Panel) in relation
to the Shares in favour of any resolution which may be put to Shareholders in
connection with the Offers pursuant to Rule 16 of the Code.



The Offeror has received irrevocable undertakings to accept or procure the
acceptance of the Share Offer from the Chairman of Tops Estates, Mina Goodman,
the Everard and Mina Goodman Charitable Foundation, Evermina Investments Limited
and other Tops Estates Directors in respect of 2,023,513 Shares, representing
approximately 4.4 per cent. of the issued share capital of Tops Estates. These
irrevocable undertakings will remain binding in the event of a competing offer
being made for Tops Estates and will cease to be binding only if the Offers
lapse.  In addition, Evermina Investments Limited has undertaken not to accept
any Third Party Offer for its Shares.



The Offeror has also received an irrevocable undertaking to accept or procure
the acceptance of the Share Offer from T.O.P.S. in respect of 2,150,000 Shares,
representing approximately 4.7 per cent. of the issued share capital of Tops
Estates. This undertaking is conditional on the approval of the shareholders of
T.O.P.S. at an extraordinary general meeting. The Chairman and persons connected
to him, who together own 55.6 per cent. of the issued share capital of T.O.P.S.,
have undertaken to approve the irrevocable undertaking at the extraordinary
general meeting.



The Offeror has also received a non-binding letter of intent from Aberforth
Partners stating that it intends to accept or procure the acceptance of the
Share Offer in respect of 4,082,000 Shares, representing approximately 8.9 per
cent. of the issued share capital of Tops Estates.



The Offeror therefore has either conditionally agreed to acquire, or has
received irrevocable undertakings to accept or procure the acceptance of the
Share Offer in respect of, 21,980,347 Shares, representing approximately 47.8
per cent. of the issued share capital of Tops Estates.  Together with the letter
of intent to accept the Share Offer from Aberforth Partners, this represents
approximately 56.7 per cent. of the issued share capital of Tops Estates.



CULS



The Offeror has conditionally agreed to acquire (through the acquisition of the
Chairman's Family Holding Companies) £2,538,678 nominal value of CULS,
representing approximately 11.2 per cent. of the outstanding CULS, on the terms
outlined above.



The Offeror has received irrevocable undertakings to accept or procure the
acceptance of the CULS Offer from the Chairman of Tops Estates, Mina Goodman,
the Everard and Mina Goodman Charitable Foundation, Evermina Investments Limited
and other Tops Estates Directors in respect of £14,505 nominal value of CULS,
representing 0.1 per cent. of the outstanding CULS. These irrevocable
undertakings will remain binding in the event of a competing offer being made
for Tops Estates and will cease to be binding only if the Offers lapse.  In
addition, Evermina Investments Limited has undertaken not to accept any Third
Party Offer for its CULS.



Under the non-binding letter of intent from Aberforth Partners, Aberforth
Partners has stated that it intends to accept or procure the acceptance of the
CULS Offer in respect of £3,446,000 nominal value of CULS, representing
approximately 15.2 per cent. of the outstanding CULS, on the terms outlined
above.



Land Securities therefore has either conditionally agreed to acquire, or has
received irrevocable undertakings to accept the CULS offer in respect of,
£2,553,183 nominal value of CULS representing 11.3 per cent. of the outstanding
CULS.  Together with the letter of intent to accept the CULS Offer from
Aberforth Partners, this represents approximately 26.5 per cent. of the
outstanding CULS.



6.         Information for CULS Holders

An extraordinary general meeting of CULS Holders will be convened for the
purposes of considering and, if thought fit, passing a resolution, conditionally
upon the Share Offer becoming or being declared unconditional in all respects,
to approve the amendment of the Trust Deed to include a provision permitting the
Offeror compulsorily to acquire all of the outstanding CULS, or to permit Tops
Estates to redeem all of the outstanding CULS, in each case at the same price
per £1 nominal value of CULS as the price per £1 nominal value of CULS payable
under the CULS Offer.  In accordance with the terms of the Trust Deed, an
extraordinary resolution will be passed if carried by a majority consisting of
not less than 75 per cent. of the persons voting on a show of hands or, if a
poll is demanded, by a majority consisting of not less than 75 per cent. of the
votes given on a poll at a meeting of CULS Holders (either in person or by
proxy).



7.         Background to and reasons for the Offers

Land Securities announced last year that it would be focusing its activities on
sectors in the UK commercial property markets where it had market leading
positions.  One of these core markets is retail, where it currently has a
portfolio of 21 shopping centres and 24 retail parks, including properties held
in joint ventures.  Its retail investment strategy is to acquire retail assets
which provide opportunities to benefit from active management thereby creating
growth in rental income and asset value.  Land Securities will also seek
opportunities to create new assets through development.  In light of this
strategy Land Securities has been refocusing its retail portfolio and it has
been actively seeking opportunities to reinvest in the retail property market.



Tops Estates is a specialist investor in town and city centre shopping centres.
Tops Estates' property portfolio comprises shopping centres with a total gross
area of approximately 230,000 sq. m. in seven locations - three in the North of
England, three in the Midlands and one in London.



The acquisition of Tops Estates will strengthen further Land Securities'
position in the retail sector and the shopping centres being acquired offer Land
Securities management and development opportunities to create value.  In
particular, the Clayton Square Shopping Centre consolidates Land Securities'
position in Liverpool; Tops Estates' sites in Corby provide a longer-term
development opportunity; and its properties in Leeds provide Land Securities
with an entry into one of the top-10 city centre retail markets in the UK.  Land
Securities will also continue to deliver the asset management programmes already
initiated at Tops Estates' sites in Stafford, Harrogate, Worcester and
Shepherd's Bush.



8.         Information on Land Securities and the Offeror

Land Securities is a FTSE 100 company, quoted on the London Stock Exchange. It
has been active in the UK's commercial property industry for 60 years. Today,
the Land Securities Group maintains its market leading position as the UK's
largest quoted property company by providing commercial accommodation and
property services to a wide range of occupiers. The Land Securities Group's
objective is to maximize long term total returns for its shareholders through
its activities, which include property investment, development and property
outsourcing.



Land Securities holds a market leading position in three areas of the UK
commercial property market:



•         Retail

•         Central London offices

•         Property outsourcing.



Its investment portfolio, valued in excess of £8 billion, includes more than
800,000 sq m of office space in Central London and substantial retail holdings
in Oxford Street, Tottenham Court Road and Notting Hill Gate. In addition the
Land Securities Group currently owns or has an interest in 21 shopping centres
and 24 retail parks located across the UK.



For the year ended 31 March 2004, Land Securities reported gross property income
of £1,481 million, operating profit of £566 million and adjusted earnings per
share of 48 pence. As at 30 September 2004, shareholders' funds (including
non-equity interests) were £6,577 million and adjusted diluted net assets per
share were 1443 pence.



The Offeror, a wholly owned subsidiary of Land Securities incorporated in the
UK, has been formed for the purposes of making the Offer. To date, the Offeror
has engaged in no activities other than those incidental to its organisation and
the making of the Offer.



9.         Information on Tops Estates

Tops Estates is a specialist investor in town and city centre shopping centres.
Tops Estates' property portfolio comprises shopping centres with a total gross
area of approximately 230,000 sq. m. in seven locations:  Corby (Town Centre and
Oasis Retail Park), Harrogate (Victoria Shopping Centre), Leeds (Shopping Plaza
and City Exchange Offices), Liverpool (Clayton Square Shopping Centre), London
(West 12 Shopping and Leisure Centre at Shepherds Bush), Stafford (Guildhall
Shopping Centre and Gaolgate Place Shopping Centre) and Worcester (Cathedral
Plaza).



For the year ended 31 March 2004, Tops Estates reported rental income of £29.6
million, operating profit of £25.3 million and diluted adjusted earnings per
share of 15.95 pence. Shareholders' funds were £250.9 million and adjusted
diluted net assets per share was 464 pence. As at 30 September 2004,
shareholders' funds were £252.2 million and adjusted diluted net assets per
share was 471 pence.



Tops Estates' property portfolio was independently valued as at 31 March 2005 at
£566.7 million, based on current annual net rental income of £30.4 million and
estimated annual net market rental value of £40.7 million.



10.        Management and employees

Land Securities has given the Board of Tops Estates assurances that the existing
employment rights, including pension rights, of the employees of Tops Estates
will be fully safeguarded upon the Offers becoming or being declared
unconditional in all respects.



Everard Goodman will stand down as Chairman and, together with the other
directors of Tops Estates, will retire from the board of directors of Tops
Estates upon the Offers becoming or being declared unconditional in all
respects.



11.        Financing

The Offers will be financed out of existing available facilities within the Land
Securities Group.



12.        Compulsory acquisition, de-listing and cancellation of trading

If the Offeror receives acceptances under the Share Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Shares, and assuming that all of
the other conditions of the Share Offer have been satisfied or waived (if
capable of being waived), the Offeror intends to exercise its rights pursuant to
the provisions of sections 428 to 430F of the Companies Act to acquire
compulsorily any remaining Shares on the same terms as the Share Offer.



Assuming that the Offers become or are declared unconditional in all respects,
the Offeror intends to procure that Tops Estates, to the extent it is able and
entitled to do so, applies to the UKLA for cancellation of the listing of the
Shares on the Official List and to the London Stock Exchange for the
cancellation of trading of the Shares on the London Stock Exchange's market for
listed securities.  Cancellation of the listing and admission to trading of the
Shares would significantly reduce the liquidity and marketability of any Shares
not assented to the Offeror under the Share Offer.



13.        Inducement fee

Land Securities and the Offeror have entered into an agreement under which Tops
Estates has agreed to pay an inducement fee of approximately £3.1 million to the
Offeror in the event that:



(A)        the Tops Estates Directors withdraw or adversely modify their
recommendation of one or both of the Offers and thereafter one or both of the
Offers lapses or is withdrawn; or

(B)        an announcement is made (i) by a third party, which is not acting in
concert with Offeror, of an intention to make an offer (whether or not subject
to pre-conditions) for the Shares and/or the outstanding CULS, pursuant to Rule
2.5 of the Code or (ii) of any other proposal by Tops Estates or to
Shareholders, which involves, in any such case, a change of control of Tops
Estates (other than the acquisition of control by the Offeror and/or a person
acting in concert with the Offeror) or which involves the disposal of a material
part of the business of Tops Estates, and the transaction referred to in such
announcement, or any other transaction announced after the Offers have been
formally announced, subsequently becomes or is declared unconditional in all
respects or is otherwise completed.



14.        Disclosure of interests in Tops Estates

Save as disclosed in paragraph 5 above and save for four Shares held by Vega
Place Limited, a subsidiary of Land Securities, neither the Offeror nor any of
the directors of the Offeror nor, so far as the Offeror is aware, any person
acting in concert with the Offeror, owns or controls any Shares or any
securities convertible or exchangeable into Shares or any rights to subscribe
for or purchase the same, or holds any options (included traded options) in
respect of, or has any option to acquire, any Shares or has entered into any
derivatives referenced to Shares ('Relevant Tops Estates Securities') which
remains outstanding, nor does any such person have any arrangement in relation
to Relevant Tops Estates Securities. For these purposes, 'arrangement' includes
any indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Relevant Tops Estates Securities which
may be an inducement to deal or refrain from dealing in such securities.



15.        General

The Offer Document, the Forms of Acceptance and any other ancillary documents
(including the circulars for the extraordinary general meetings of Shareholders
and CULS Holders) will be posted to Shareholders and CULS Holders (other than,
in the case of the Offer Document and the Forms of Acceptance, to persons with
addresses in Restricted Jurisdictions), as soon as practicable. The full terms
and conditions of the Offers (including details of how the Offers may be
accepted) will be set out in the Offer Document and the Forms of Acceptance. In
deciding whether or not to accept the Offers in respect of their Shares and
CULS, Shareholders and CULS Holders should rely on the information contained in,
and follow the procedures described in, the Offer Document and the Forms of
Acceptance.  The availability of the Share Offer and the CULS Offer to persons
not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located.  Such persons should inform themselves
about and observe any applicable requirements.  Further details in relation to
Overseas Shareholders and Overseas CULS Holders will be contained in the Offer
Document. The bases and sources of certain information contained in this
announcement are set out in Appendix II. Appendix III contains definitions of
the terms used in this announcement.



16.        Recommendation

The Tops Estates Directors, who have been so advised by Rothschild, consider the
terms of the Offers to be fair and reasonable.  In providing advice to the Tops
Estates Directors, Rothschild has taken into account the commercial assessments
of the Tops Estates Directors.



Accordingly, the Tops Estates Directors intend unanimously to recommend that
Shareholders and CULS Holders accept the Offers, as the Chairman of Tops
Estates, persons affiliated with him and all of the other Tops Estates Directors
have irrevocably undertaken to do (or procure to be done) in respect of their
own beneficial holdings in aggregate of 21,980,347 Shares (which includes the
Chairman's Family Holding Companies' Shares and the T.O.P.S. Shares),
representing approximately 47.8 per cent. of the issued share capital of Tops
Estates and £2,553,183 nominal value of CULS (which includes the Chairman's
Family Holding Companies' CULS), representing approximately 11.3 per cent. of
the outstanding CULS.



General Enquiries



Land Securities Group PLC





Francis Salway

Tel: [phone]


Mark Collins

Tel: [phone]


Emma Denne

Tel: [phone]



www.landsecurities.com



Citigroup Global Markets Limited (Financial Adviser to Land Securities and the
Offeror)



David Wormsley

Tel: [phone]


Ian Hart

Tel: [phone]


Nicholas Tinworth

Tel: [phone]



JPMorgan Cazenove Limited (Corporate Broker to Land Securities and the Offeror)



Richard Cotton

Tel: [phone]


Roger Clarke

Tel: [phone]



UBS Limited (Joint Corporate Broker to Land Securities and the Offeror)



James Geary

Tel: [phone]



Financial Dynamics (Public Relations Adviser to Land Securities and the Offeror)



Stephanie Highett

Tel: [phone]


Dido Laurimore

Tel: [phone]



Tops Estates PLC



Everard Goodman

Tel: [phone]


Adam Cohen

Tel: [phone]



Rothschild (Financial Adviser to Tops Estates)



Robert Leitao

Tel: [phone]


Kevin Ramsden

Tel: [phone]



Oriel Securities Limited (Corporate Broker to Tops Estates)



Simon Bragg

Tel: [phone]


Scott Richardson Brown

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.



JPMorgan Cazenove, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as corporate broker 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 JPMorgan Cazenove, nor for
providing advice in relation to the Offers.



UBS Limited, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as joint corporate broker 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 UBS Limited, nor for providing
advice in relation to the Offers.



Rothschild, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting
exclusively as financial adviser to Tops Estates and for no one else in
connection with the Offers and will not be responsible to anyone other than Tops
Estates for providing the protections afforded to clients of Rothschild, nor for
providing advice in relation to the Offers.



Oriel Securities Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting as corporate broker to Tops
Estates and no-one else in connection with the Offers and will not be
responsible to anyone other than Tops Estates for providing the protections
afforded to clients of Oriel Securities Limited, nor for providing advice in
relation to the Offers.



The availability of the Offers (including the Loan Note Alternative) to persons
who are not resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements. Further details in relation to
Overseas Shareholders and Overseas CULS Holders will be contained in the Offer
Document.



Unless otherwise determined by the Offeror, the Offers (including the Loan Note
Alternative) will not be made, directly or indirectly, in or into, or by use of
the mails or any means or instrumentality (including, without limitation,
facsimile transmission, telephone and internet) or interstate or foreign
commerce of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction. The Offers (including the Loan Note Alternative) will
not be capable of acceptance from or within any Restricted Jurisdiction or by
use of any means, instrumentality or facilities. 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 and persons receiving this announcement (including custodians,
nominees and trustees) must not mail or otherwise distribute or send it in, into
or from such jurisdictions as doing so may invalidate any purported acceptance
of the Offers. Notwithstanding the foregoing, the Offeror will retain the right
to permit the Offers to be accepted and any sale of securities pursuant to the
Offers to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.



The Loan Notes which may be issued pursuant to the Loan Note Alternative will
not be listed on any stock exchange and will not be registered or filed under
any relevant laws of any Restricted Jurisdiction, and no prospectus or other
documentation which would otherwise be required to be prepared in respect of the
Loan Notes pursuant to any relevant laws of a Restricted Jurisdiction has been
lodged with or registered by any securities commission or similar authority in
any Restricted Jurisdiction. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes may not be offered, sold, re-sold
or delivered, directly or indirectly, in, into or from any of the Restricted
Jurisdictions, or to or for the account or benefit of any US person or resident
of any of the Restricted Jurisdictions.



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.



Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Tops Estates, owns or controls or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Tops Estates is generally required under the provisions of Rule 8 of the City
Code to notify a Regulatory Information Service as specified in the Listing
Rules and the Panel by no later than 12.00 noon (London time) on the business
day following the date of the transaction of every dealing in such securities
(or in any option in respect of, or derivative referred to, any such securities)
during the period to the date on which the Share Offer becomes or is declared
unconditional as to acceptances or lapses.  Dealings by the Offeror or Tops
Estates (or by their respective 'associates', within the definition set out in
the City Code) in any class of securities of Tops Estates until the end of such
period must also be disclosed (save where omission of such associates from this
requirement has been approved by the Panel).  Please consult your financial
adviser immediately if you believe this Rule may be applicable to you.





Appendix I:      Conditions to and certain further terms of the Offers

The Offers, which will be made by Citigroup on behalf of the Offeror, will
comply with the rules and regulations of the UKLA, the London Stock Exchange and
the City Code. The Offers will be governed by English law and will be subject to
the jurisdiction of the English courts and to the terms and conditions set out
below and to the further terms set out in the Offer Document.



Part A: Conditions to the Offers



1.         The Share Offer will be subject to the following conditions:

1.1               valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the first closing date of the Share
Offer (or such later time(s) and/or date(s) as the Offeror may, with the consent
of the Panel or in accordance with the Code, decide) in respect of not less than
90 per cent. (or such lower percentage as the Offeror may decide) in nominal
value of the Shares to which the Share Offer relates, provided that this
condition shall not be satisfied unless the Offeror and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Share Offer or otherwise, Ordinary Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at general
meetings of Tops Estates. For the purposes of this condition:

(a)           shares which have been unconditionally allotted but not issued
before the Share Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights they will carry
on being entered into the Register of Members of the Tops Estates; and

(b)           the expression 'Shares to which the Share Offer relates' shall be
construed in accordance with sections 428 to 430F of the Companies Act;

1.2               a statement having been issued, in terms satisfactory to the
Offeror (acting reasonably), by the Office of Fair Trading or the appropriate
Minister in the United Kingdom that the proposed acquisition of Tops Estates by
the Offeror or any matter arising therefrom or related thereto will not be
referred to the Competition Commission;

1.3               except as is publicly announced by Tops Estates (by the
delivery of an announcement to a Regulatory Information Service as specified in
the Listing Rules) prior to 6 May 2005 or as fairly disclosed in writing to Land
Securities by or on behalf of Tops Estates prior to 6 May 2005, there being no
provision of any agreement, arrangement, licence, permit or other instrument to
which any member of the wider Tops Estates Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject, which in
consequence of the Offers or the proposed acquisition of any shares or other
securities in Tops Estates or because of a change in the control or management
of any member of the wider Tops Estates Group or otherwise, could or might
reasonably be expected to result in (in any case to an extent which is or would
be material in the consent of the wider Tops Estates Group taken as a whole or
the wider Land Securities Group taken as a whole):

(a)           any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;

(b)           any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or adversely affected or any obligation
or liability arising or any adverse action being taken thereunder;

(c)           any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged otherwise than in the
ordinary course of business;

(d)           the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member;

(e)           the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body (or
any arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or adversely affected;

(f)             the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(g)           any such member ceasing to be able to carry on business under any
name under which it presently does so; or

(h)           the creation of any liability, actual or contingent, by any such
member,

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Tops Estates Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, could result in any of the events
or circumstances as are referred to in sub-paragraphs (a) to (h) of this
paragraph 1.3 in any case to an extent which is or would be material in the
context of the wider Tops Estates Group taken as a whole or the wider Land
Securities Group taken as a whole;

1.4               no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other body or person
whatsoever in any relevant jurisdiction (each a 'Third Party') having decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps which would or
might reasonably be expected to:

(a)           require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the wider Land
Securities Group or any member of the wider Tops Estates Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective businesses
(or any of them) or to own any of their respective assets or properties or any
part thereof;

(b)           require, prevent or delay the divestiture by any member of the
wider Land Securities Group of any shares or other securities (or the
equivalent) in Tops Estates;

(c)           impose any limitation on, or result in a delay in, the ability of
any member of the wider Land Securities Group directly or indirectly to acquire
or to hold or to exercise effectively any rights of ownership in respect of
shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the wider Tops Estates Group or the wider
Land Securities Group or to exercise management control over any such member;

(d)           otherwise adversely affect the business, assets, profits or
prospects of any member of the wider Land Securities Group or of any member of
the wider Tops Estates Group;

(e)           make the Offers or their implementation or the acquisition or
proposed acquisition by the Offeror or any member of the wider Land Securities
Group of any shares or other securities in, or control of, Tops Estates void,
illegal, and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise materially interfere with the same, or impose additional conditions or
obligations with respect thereto, or otherwise challenge or interfere therewith;

(f)             require any member of the wider Land Securities Group or the
wider Tops Estates Group to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the wider Tops Estates Group (other
than Tops Estates) or the wider Land Securities Group owned by any third party;

(g)           impose any limitation on the ability of any member of the wider
Tops Estates Group to co-ordinate its business, or any part of it, with the
businesses of any other members of the wider Tops Estates Group; or

(h)           result in any member of the wider Tops Estates Group ceasing to be
able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
relevant jurisdiction in respect of the Offers or the acquisition or proposed
acquisition of any shares or other securities having expired, lapsed or been
terminated;

1.5

(a)            all necessary filings or applications having been made in
connection with the Offers and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in connection with the Offers or
the acquisition by any member of the wider Land Securities Group of any shares
or other securities in, or control of, Tops Estates; and

(b)            all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
('Authorisations') reasonably deemed necessary or appropriate by the Offeror:

(i)           for or in respect of the Offers or the proposed acquisition of any
shares or other securities in, or control of, Tops Estates by any member of the
wider Land Securities Group; or

(ii)          to carry on the business of any member of the wider Tops Estates
Group.

having been obtained in terms and in a form satisfactory to the Offeror acting
reasonably from all appropriate Third Parties or persons with whom any member of
the wider Tops Estates Group has entered into contractual arrangements in each
case where the absence of such Authorisations would have a material adverse
effect on the wider Tops Estates Group taken as a whole and remaining in full
force and effect and all filings necessary for such purpose have been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Share Offer becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with;

1.6               except as publicly announced by Tops Estates (by the delivery
of an announcement to a Regulatory Information Service as specified in the
Listing Rules) prior to 6 May 2005, no member of the wider Tops Estates Group
having, since 31 March 2004:

(a)           save as between Tops Estates and wholly-owned subsidiaries of Tops
Estates issued, authorised or proposed the issue of additional shares of any
class;

(b)           save as between Tops Estates and wholly-owned subsidiaries of Tops
Estates issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;

(c)           other than to another member of the Tops Estates Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise;

(d)           save for intra-Tops Estates Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest, in each case,
other than in the ordinary course of business;

(e)           save for intra-Tops Estates Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan capital;

(f)             save for intra-Tops Estates Group transactions, issued,
authorised or proposed the issue of any debentures or, in a way which in any
case is material in the context of the wider Tops Estates Group taken as a
whole, incurred or increased any indebtedness or become subject to any guarantee
or other contingent liability;

(g)           purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (a) above, made
any other change to any part of its share capital;

(h)           implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or changed the terms of any contract with any director or senior
executive;

(i)             entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which could reasonably be expected to be
materially restrictive on the businesses of any member of the wider Tops Estates
Group or the wider Land Securities Group, in each case, taken as a whole or
which involves or could involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business;

(j)             (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any material part of its
assets or revenues or any analogous proceedings in any relevant jurisdiction or
had any such person appointed;

(k)           been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(l)             waived, settled or compromised any claim otherwise than in the
ordinary course of business and in any case which is or would be material in the
context of the wider Tops Estates Group taken as a whole;

(m)         (i) made any alteration to its memorandum or articles of association
or other incorporation documents or (ii) any change or amendment having been
made to the Trust Deed or (iii) except for any change required by reason of a
concurrent change in applicable law, regulation or generally accepted accounting
practice, made any alteration to any method of accounting or accounting practice
used by it on 31 March 2004; or

(n)           entered into any contract, commitment, arrangement or agreement
(otherwise than in the ordinary course of business) or passed any resolution or
made any offer (which remains open for acceptance) with respect to or announced
any intention to, or to propose to, effect any of the transactions, matters or
events referred to in this condition,

and, for the purposes of paragraphs (c), (d), (e) and (f) of this condition, the
term 'Tops Estates Group' shall mean Tops Estates and its wholly-owned
subsidiaries;

1.7               since 31 March 2004 and save as disclosed in the accounts for
the year then ended or as otherwise publicly announced by Tops Estates (by the
delivery of an announcement to a Regulatory Information Service as specified in
the Listing Rules) prior to 6 May 2005 or as otherwise fairly disclosed in
writing to Land Securities by or on behalf of Tops Estates prior to 6 May 2005:

(a)           no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the wider Tops Estates Group which in any such case is material in the
context of the wider Tops Estates Group taken as a whole;

(b)           no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Tops Estates Group is or may become
a party (whether as a plaintiff, defendant or otherwise) and no investigation by
any Third Party against or in respect of any member of the wider Tops Estates
Group having been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the wider Tops Estates Group which in
any such case would or might reasonably be expected to have a material adverse
effect on any member of the wider Tops Estates Group taken as a whole;

(c)           no contingent or other liability having arisen or become apparent
to Land Securities which would or might reasonably be expected to have a
material adverse effect on any member of the wider Tops Estates Group taken as a
whole; and

(d)           no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the wider Tops Estates Group which is necessary for the proper
carrying on of its business and which in any such case would or might reasonably
be expected to materially adversely affect the wider Tops Estates Group taken as
a whole;

1.8               Land Securities not having discovered:

(a)           that any financial, business or other information concerning the
wider Tops Estates Group as contained in the information publicly disclosed by
Tops Estates or disclosed to Land Securities at any time by or on behalf of any
member of the wider Tops Estates Group is materially misleading, contains a
material misrepresentation of fact or omits to state a fact necessary to make
that information not materially misleading and which was not subsequently
corrected before 6 May 2005 by disclosure either publicly (by the delivery of an
announcement to a Regulatory Information Service as specified in the Listing
Rules) or otherwise to Land Securities;

(b)           that any member of the wider Tops Estates Group or any
partnership, company or other entity in which any member of the wider Tops
Estates Group has a significant economic interest and which is not a subsidiary
undertaking of Tops Estates is subject to any liability (contingent or
otherwise) which is not disclosed in the annual report and accounts of Tops
Estates for the year ended 31 March 2004 which in any such case is material and
adverse in the context of the Offer or the wider Tops Estates Group taken as a
whole; or

(c)           any information which materially affects the import of any
information disclosed at any time by or on behalf of any member of the wider
Tops Estates Group to an extent which is material and adverse in the context of
the wider Tops Estates Group taken as a whole;

1.9               that save as fairly disclosed to Land Securities by or on
behalf of Tops Estates prior to 6 May 2005 Land Securities not having discovered
that:

(a)           any past or present member of the wider Tops Estates Group has
failed to comply with any and/or all applicable legislation or regulation of any
relevant jurisdiction with regard to the disposal, spillage, release, discharge,
leak or emission of any waste or hazardous substance or any substance likely to
impair the environment or harm human health or animal health or otherwise
relating to environmental matters, or that there has otherwise been any such
disposal, spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any liability (actual or contingent) on the part of any member of the wider Tops
Estates Group which in any case is material in the context of the wider Tops
Estates Group taken as a whole;

(b)           there is, or is likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present member
of the wider Tops Estates Group to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated or
made use of or controlled by any such past or present member of the wider Tops
Estates group under any environmental legislation, regulation, notice, circular
or order of any government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body, agency, court,
association or any other person or body in any jurisdiction which in any case is
material in the context of the wider Tops Estates Group taken as a whole; or

(c)           circumstances exist whereby any class of person or class of
persons has, or would be likely to have, a claim against any past or present
member of the wider Tops Estates Group in respect of, or there is, or is
reasonably likely to be, any liability (actual or contingent) of any past or
present member of the wider Tops Estates Group as a result of or relating to,
any material, chemical, product or process now or previously held, used, sold,
manufactured, carried out, under development or research which in any case is or
would be material in the context of the wider Tops Estates Group taken as a
whole; and

1.10            either:

(a)           valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. on the first closing date of the CULS
Offer (or such later time(s) and/or date(s) as the Offeror may, subject to the
rules of the Code, decide) in respect of not less than 75 per cent. (or such
lesser percentage as the Offeror may decide) in nominal value of the CULS; or

(b)           the CULS Resolution being duly passed by the requisite majority at
the CULS Meeting, or at any adjournment of the CULS Meeting.



2.       The CULS Offer will only be conditional on the Share Offer becoming or
being declared unconditional in all respects.



For the purposes of these conditions the 'wider Tops Estates Group' means Tops
Estates and its subsidiary undertakings, associated undertakings and any other
undertaking in which Tops Estates and/or such undertakings (aggregating their
interests) have a significant interest and the 'wider Land Securities Group'
means Land Securities and its subsidiary undertakings, associated undertakings
and any other undertaking in which Land Securities and/or such undertakings
(aggregating their interests) have a significant interest and for these purposes
'subsidiary undertaking', 'associated undertaking' and 'undertaking' have the
meanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule
4A to that Act which shall be excluded for this purpose, and 'significant
interest' means a direct or indirect interest in ten per cent. or more of the
equity share capital (as defined in the Companies Act).



Land Securities reserves the right to waive, in whole or in part, all or any of
the above conditions, except the condition in paragraph 1.1.



The conditions in paragraphs 1.2 to 1.10 (inclusive) must be fulfilled or waived
by midnight on the 21st day after the later of the first closing date of the
Share Offer and the date on which the condition in paragraph 1.1 is fulfilled
(or in each such case such later date as the Offeror may, with the consent of
the Panel, decide).  The Offeror shall be under no obligation to waive or treat
as satisfied any of the conditions in paragraphs 1.2 to 1.10 (inclusive) by a
date earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Share Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.



If the Offeror is required by the Panel to make an offer for the Shares under
the provisions of Rule 9 of the Code, the Offeror may make such alterations to
any of the above conditions as are necessary to comply with the provisions of
that Rule.



The Share Offer will lapse if it is referred to the Competition Commission
before 3.00 p.m. on the first closing date of the Share Offer or the date on
which the Share Offer becomes or is declared unconditional as to acceptances,
whichever is the later.



If the Share Offer lapses, the Share Offer will cease to be capable of further
acceptance and the Tops Estates Shareholders accepting of the Share Offer and
the Offeror shall therefore cease to be bound by acceptances delivered on or
before the date on which the Share Offer so lapses.



Part B: Certain further terms of the Offers

The Shares will be acquired under the Share Offer and the CULS will be acquired
under the CULS Offer free from all liens, equities, charges, encumbrances and
other interests and together with all rights attaching thereto.





Appendix II: Bases, sources and other information



In this announcement, unless otherwise stated the following constitute the bases
and sources of certain information and calculations referred to in this
announcement:



1.         Adjusted Diluted Net Asset Value and Adjusted Diluted Triple Net
Asset Value

The table below sets out the calculation, for illustrative purposes only, of the
unaudited estimate of the Adjusted Diluted Net Asset Value and the Adjusted
Diluted Triple Net Asset Value, in each case as at 31 March 2005 which has been
prepared by the Directors of Tops Estates and for which they are solely
responsible.  The Adjusted Diluted Net Asset Value and the Adjusted Diluted
Triple Net Asset Value have been calculated to assist Shareholders and CULS
Holders in their financial evaluation of the Offers since it enables a
comparison to be made between the terms of the Offers and the terms of previous
offers for other property companies.



The Adjusted Diluted Net Asset Value and Adjusted Diluted Triple Net Asset Value
make no allowance for any retained profit or loss since 30 September 2004 and
actual realisable values may differ from those stated due to factors including
market fluctuations. Even if the realisable values were identical to those
stated, the Adjusted Diluted Net Asset Value and the Adjusted Diluted Triple Net
Asset Value are not estimates of the value of Tops Estates on a liquidation as
they do not take into account other matters such as expenses relating to the
disposal of assets and debt breakage costs.




                                                                                                      £'000
                                                                                                    _______
Unaudited consolidated net assets as at 30 September 2004                                           252,208
Uplift in value of properties as at 31 March 2005 (i)                                                52,500
Balance sheet value of CULS at 30 September 2004                                                     23,675
Add back FRS 19 deferred tax liability at 30 September 2004                                           8,005
                                                                                                    _______
Adjusted Diluted Net Asset Value                                                                    336,388

FRS 13 estimate to restate financial assets and liabilities to fair value

(net of taxation) at 31 March 2005 (ii)                                                            (11,509)
Estimated contingent taxation not provided on revaluation

of investment properties (iii)                                                                     (46,309)
                                                                                                    _______
Adjusted Diluted Triple Net Asset Value                                                             278,570
                                                                                                    =======

Fully diluted number of Tops Estates Shares (iv)                                                 60,178,550

Adjusted Diluted Net Asset Value per Ordinary Share                                                  559.0p
Adjusted Diluted Triple Net Asset Value per Ordinary Share                                           462.9p






(i)     Uplift in valuation of properties is derived from the difference between
the book value included in the unaudited interim financial statements of Tops
Estates for the 6 months ended 30 September 2004 and the independent valuation
carried out by Cluttons LLP as at 31 March 2005 for the purposes of the
financial statements for year ended 31 March 2005.

(ii)    The fair value adjustment of financial assets and liabilities (excluding
the CULS) is estimated by Tops Estates at 31 March 2005 as:


                                                                                                     £'000
                                                                                                    _______
Fair value adjustment                                                                              (16,442)
Less taxation at 30%                                                                                 4,933
                                                                                                     ______
Fair value adjustment net of taxation                                                              (11,509)
                                                                                                     ______





(iii)   Tops Estates estimates that the total contingent tax if the properties
were sold at their 31 March 2005 revalued amounts would be £46,309,000. The
actual tax payable will depend on, inter alia, the timing and method of
disposals, the actual proceeds received and the applicable tax legislation at
the time.


(iv).  Nominal value of outstanding CULS as at 31 March 2005                               £22,634,466

Number of Ordinary Shares into which the outstanding CULS

would convert at the original conversion rate                                               14,146,541

Additional number of Ordinary Shares to be issued on conversion

in the context of a takeover offer per Trust Deed (assuming 12

month reference period in the Trust Deed ends 30 April 2005)                                    45,777

Number of Ordinary Shares currently outstanding                                             45,986,232
                                                                                            __________
Fully diluted number of Ordinary Shares                                                     60,178,550
                                                                                            __________





2.         Financial information



The financial information relating to Tops Estates has been extracted from the
annual report and accounts of the Tops Estates Group for the year ended 31 March
2004 and the unaudited interim financial statements for the 6 months ended 30
September 2004, both of which are prepared in accordance with UK GAAP.



The financial information relating to Tops Estates as at 31 March 2005 used in
calculation of the Adjusted Diluted Net Asset Value and the Adjusted Diluted
Triple Net Asset Value has been derived from estimates of the Tops Estates
Directors.



The financial information relating to Land Securities has been extracted from
Land Securities' annual report and accounts for the year ended 31 March 2004 and
the unaudited interim results for the 6 months ended 30 September 2004, both of
which are prepared in accordance with UK GAAP.



3.         Issued Share capital of Tops Estates and number of outstanding CULS

On 5 May 2005, being the last business day prior to this announcement, Tops
Estates had 45,986,232 Shares in issue.  On 5 May 2005, there were 22,634,466
CULS outstanding.  The UK ISIN code for the Shares is GB0008969197 and for the
CULS is GB0008928326.



4.         Price of Shares and CULS

The price of Shares and/or CULS on any particular day is, unless otherwise
stated, the official closing price on the London Stock Exchange at the close of
business on such date, derived from the Daily Official List.





Appendix III: Definitions




'Adjusted Diluted Net Asset Value'     the unaudited estimate of the adjusted diluted net asset value of
                                       Tops Estates as at 31 March 2005 of £336,388,000, (or 559.0 pence
                                       per Ordinary Share) as set out in more detail in Appendix II;
'Adjusted Diluted Triple Net Asset     the unaudited estimate of the adjusted diluted triple net asset
Value'                                 value of Tops Estates as at 31 March 2005 of £278,570,000, (or
                                       462.9 pence per Ordinary Share) as set out in more detail in
                                       Appendix II;
'Associate'                            has the meaning given in section 430E of the Companies Act;
'Chairman's Family Holding Companies'  Comet Investments Limited, Regent Capital Holdings Limited and
                                       Evergood Investments Limited;
'the Chairman's Family Holding         the £2,538,678 nominal value of Tops Estates Convertible
Companies' CULS'                       Unsecured Loan Stock held by the Chairman's Family Holding
                                       Companies;
'the Chairman's Family Holding         the 17,806,834 Shares held by the Chairman's Family Holding
Companies' Shares'                     Companies;
'Citigroup'                            Citigroup Global Markets Limited;
'City Code' or 'Code'                  The City Code on Takeovers and Mergers;
'Companies Act'                        the Companies Act 1985 (as amended);
'convertible unsecured loan stock' or  the £32,000,000 7.5% Convertible Unsecured Loan Stock 2020,
'CULS'                                 issued by Tops Estates pursuant to the Trust Deed, of which
                                       £22,634,466 is outstanding;
'CULS Holders'                         holders of CULS;
'CULS Meeting'                         the meeting of CULS Holders to be convened for the purposes of
                                       considering and, if thought fit, passing the CULS Resolutions;
'CULS Offer'                           the recommended cash offer (including the Loan Note Alternative)
                                       to be made by Citigroup on behalf of the Offeror to acquire all
                                       the outstanding CULS subject to the terms and conditions set out
                                       in this announcement and the Forms of Acceptance and, where the
                                       context so requires, any subsequent revision, variation,
                                       extension or renewal thereof;
'CULS Resolution'                      the resolution in connection with or required to approve and
                                       implement the Offers referred to in paragraph 6 of this
                                       announcement;
'Daily Official List'                  the Daily Official List of the London Stock Exchange;
'Forms of Acceptance'                  the forms of acceptance relating to the Offers which will
                                       accompany the Offer Document;
'JPMorgan Cazenove'                    JPMorgan Cazenove Limited;
'Land Securities'                      Land Securities Group PLC;
'Land Securities Group'                Land Securities and its subsidiary undertakings;
'Listing Rules'                        the listing rules made by the UKLA (as from time to time
                                       amended);
'Loan Note Alternative'                the alternative whereby Tops Estates Shareholders and CULS
                                       Holders (other than certain Overseas Shareholders and Overseas
                                       CULS Holders) validly accepting the Offers may elect to receive
                                       Loan Notes instead of all or part of the cash consideration to
                                       which they would otherwise be entitled under the Offers;
'Loan Notes'                           the loan notes of the Offeror to be issued pursuant to the Loan
                                       Note Alternative;
'London Stock Exchange'                London Stock Exchange PLC;
'Offeror'                              Retail Property Holdings Trust Limited;
'Offers'                               the Share Offer and the CULS Offer;
'Offer Document'                       the document to be sent to Shareholders and CULS Holders
                                       containing the full terms and conditions of the Offers;
'Official List'                        the Official List of the UKLA;
'Ordinary Shares'                      the ordinary shares of 25 pence each in the capital of Tops
                                       Estates;
'Overseas CULS Holders'                CULS Holders who are resident in, or citizens of, jurisdictions
                                       outside the UK;
'Overseas Shareholders'                Shareholders who are resident in, or citizens of, jurisdictions
                                       outside the UK;
'Panel'                                The Panel on Takeovers and Mergers;
'Relevant Tops Estates Securities'     has the meaning given in paragraph 14 of this announcement;
'Restricted Jurisdictions'             the United States, Australia, Canada or Japan or any other
                                       jurisdiction where extension or acceptance of the Offers
                                       (including the Loan Note Alternative) would violate the law of
                                       that jurisdiction or require registration of the Loan Notes;
'Rothschild'                           N M Rothschild & Sons Limited;
'Shareholders'                         holders of Shares;
'Share Offer'                          the recommended cash offer (including the Loan Note Alternative)
                                       to be made by Citigroup on behalf of the Offeror to acquire the
                                       Shares subject to the terms and conditions set out in this
                                       announcement and the Forms of Acceptance and, where the context
                                       so requires, any subsequent revision, variation, extension or
                                       renewal thereof;
'Shares'                               the existing unconditionally allotted or issued and fully paid
                                       (or credited as fully paid) Ordinary Shares and any further such
                                       shares which are unconditionally allotted fully paid (or credited
                                       as fully paid) or issued on or prior to the date on which the
                                       Share Offer closes (or, subject to the provisions of the Code,
                                       such earlier date as the Offeror may decide), including any such
                                       shares issued or unconditionally allotted prior to such date as a
                                       result of the conversion of CULS into Ordinary Shares;
'subsidiary' and 'subsidiary           have the meanings given to them in the Companies Act;
undertaking'
'Third Party Offer'                    an offer by a party (other than the Offeror) which either:



                                       (i). makes (or is the subject of) an announcement in respect of
                                       the Ordinary Shares and/or the CULS pursuant to Rule 2.4 of the
                                       Code; or



                                       (ii). announces an offer for the Ordinary Shares and/or the
                                       outstanding CULS pursuant to Rule 2.5 of the Code,



                                       in either case other than in circumstances where the Offers have
                                       lapsed or been withdrawn prior to the date of such announcement;
'Tops Estates'                         Tops Estates PLC;
'Tops Estates Directors'               the directors of Tops Estates;
'Tops Estates Group'                   Tops Estates, its subsidiaries and its subsidiary undertakings;
'T.O.P.S.'                             Trust of Property Shares Public Limited Company;
'T.O.P.S Shares'                       the 2,150,000 Shares held by T.O.P.S.;
'Trust Deed'                           the trust deed dated 19 March 1993 as supplemented by a first
                                       supplemental trust deed dated 19 July 1994 constituting the CULS;
'UKLA'                                 the Financial Services Authority in its capacity as the competent
                                       authority under the Financial Services and Markets Act 2000;
'United States'                        the United States of America, its territories and possessions,
                                       any State of the United States of America and the District of
                                       Columbia;
'US person'                            a US person as defined in Regulation S of the United States
                                       Securities Act 1933, as amended;
'wider Land Securities Group'          has the meaning given to it in Appendix 1; and
'wider Tops Estates Group'             has the meaning given to it in Appendix 1.





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