Re. Offer

Land Securities Group Plc
10 June 2005


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN


June 10 2005

                            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


                 Offers declared unconditional in all respects


On 6 May 2005, the Boards of Land Securities Group PLC ('Land Securities') and
Tops Estates PLC ('Tops Estates') announced the terms of recommended cash offers
for the Shares in and convertible unsecured loan stock of Tops Estates to be
made by Citigroup (the 'Offers').  The Offeror posted the offer document in
relation to the Offers (the 'Offer Document') on 18 May 2005.  Words and
expressions defined in the Offer Document shall have the same meaning when used
in this announcement.

The Offeror announces that all of the conditions of the Offers have now been
satisfied or waived and, accordingly, the Offers are now declared wholly
unconditional. The Offers, including the Loan Note Alternative, remain open for
acceptance until further notice and remain subject to the terms and conditions
set out in the Offer Document.

Level of Acceptances and Shares/CULS owned, controlled or conditionally acquired
by the Offeror

The Offeror announces that, as at 4.00 p.m. on 9 June 2005, valid acceptances
had been received in respect of a total of 11,593,574 Shares, representing
approximately 25.2 per cent. of the issued share capital of Tops Estates and
£8,710,897 nominal value of CULS, representing approximately 38.5 per cent. of
the outstanding CULS.

Prior to the commencement of the Offer Period, the Offeror had conditionally
agreed to acquire (through the acquisition of the Everard Goodman 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.  These
conditional agreements have now become unconditional.

As at 16 May 2005 (being the latest practicable date prior to the posting of the
Offer Document) the Offeror (or other members of the Land Securities Group)
owned or controlled 13,700,000 Shares, representing approximately 29.8 per cent.
of the issued share capital of Tops Estates and £10,203,430 nominal value of
CULS, representing approximately 45.1 per cent. of the outstanding CULS. Since
16 May 2005 the Offeror (or other members of the Land Securities Group) have
acquired £193,050 nominal value of CULS, representing approximately 0.9 per
cent. of the outstanding CULS.

Therefore, as at 4.00p.m. (London time) on 9 June 2005, the Offeror had
acquired, conditionally agreed to acquire or had received valid acceptances of
the Offers in respect of, a total of 43,100,408 Shares, representing
approximately 93.7 per cent. of the issued share capital of Tops Estates and
£21,646,055 nominal value of CULS, representing approximately 95.6 per cent. of
the outstanding CULS.  In addition, the Offeror also holds irrevocable
undertakings to accept the Offers in respect of a total of 2,171,500 Shares,
representing 4.7 per cent. of the issued share capital of Tops Estates. The
Offers have been accepted in respect of the other Shares and CULS in respect of
which irrevocable undertakings were given to the Offeror.


Consideration and Acceptance of the Offers

Consideration under the Offers will be despatched (in the manner set out in the
Offer Document) on or before 24 June 2005 to those Shareholders and CULS Holders
from whom valid acceptances have already been received. Consideration in respect
of valid acceptances of the Offers received while the Offers remain open for
acceptance from today onwards will be despatched within 14 calendar days of such
receipt.

Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the
relevant Form of Acceptance so as to be received as soon as possible.
Additional Forms of Acceptance are available from Lloyds TSB Registrars by
telephoning 0870 600 0673 (if calling from within the UK) or [phone]
(if calling from outside the UK).  If Shares are held in CREST, acceptance
should be made electronically so that the TTE instruction settles as soon as
possible.


Compulsory Acquisition and De-Listing

As described in the Offer Document, the Offeror intends to in due course
exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily any remaining Shares on
the same terms as the Share Offer. In addition, 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 and CULS on the Official
List and to the London Stock Exchange for the cessation of trading of the Shares
and CULS on its market for listed securities.  Cancellation of the listing and
cessation of trading of the Shares and CULS would significantly reduce the
liquidity and marketability of any Shares or CULS not assented to the Offers.


Enquiries:

Citigroup Global Markets Limited (Financial Adviser to Land Securities)

David Wormsley
Tel: [phone]

Ian Hart
Tel: [phone]

Nicholas Tinworth
 Tel: [phone]


Financial Dynamics (Public Relations Adviser to Land Securities)

Stephanie Highett
Tel: [phone]

Dido Laurimore
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.

This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for securities.

The Offers (including the Loan Note Alternative) are not being made, directly or
indirectly, in or into any Restricted Jurisdiction and will not be capable of
acceptance from any Restricted Jurisdiction. 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. The availability of the Offers (including the Loan Note
Alternative) to Shareholders and CULS Holders who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Shareholders
and CULS Holders who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements. Further details in
relation to Overseas Shareholders and Overseas CULS Holders are contained in the
Offer Document.


                                     Ends-


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