Offer Update

Pathfinder Properties PLC
23 May 2001

From:        Nabarro Wells & Co. Limited

To:          Company Announcements Office

Date:        23 May 2001

Subject:     ANNOUNCEMENT

Release:     IMMEDIATE

ANNOUNCEMENT FOLLOWS:

PATHFINDER PROPERTIES PLC ('PROPERTIES' OR 'THE COMPANY')

REVISED OFFER BY THE COMPANY FOR THE WHOLE ISSUED SHARE CAPITAL OF PATHFINDER
RECOVERY 1 PLC ('RECOVERY 1')

OFFER BY THE COMPANY FOR THE WHOLE ISSUED SHARE CAPITAL OF PATHFINDER RECOVERY
2 PLC ('RECOVERY 2')



The Company has been requested by the Panel on Takeovers and Mergers to
clarify certain matters contained within the announcements released on 21 May
2001. These are as follows:


 1. The ability of Recovery 1 Shareholders to take cash for in excess of 75% of
    their investment is dependent on the extent to which other Recovery 1
    Shareholders choose not to elect for the limited cash alternative.

 2. For those Recovery 1 Shareholders who accept the Share Offer, the value of
    the Properties New Shares which they receive as consideration is the
    market value of such shares as quoted on AIM, which currently stands at a
    discount to the underlying net asset value of such shares. The mid-market
    price of Properties New Shares on AIM as at the close of business on 23
    May 2001 was 13p.

 3. The closing dates for the Offers may or may not be extended. If there were
    to be an extension, an announcement to this effect would be made by 8.30
    a.m. on the day following the closing date.

 4. The valuations included in the Offer documents cover all of the Company's
    development properties.

 5. The pro forma statements of net assets set out in the revised Offer
    documents sent to Recovery 1 and Recovery 2 Shareholders on 18 May 2001
    reflect the full value of the pro rata interests of Properties, Recovery 1
    and Recovery 2 in the properties held through joint ventures. These pro
    forma statements of net assets do not demonstrate the marriage value
    arising as a result of the Offers in the sense that the pro forma
    statements of net assets do not illustrate the discounts which might apply
    to the pro rata interests held by the individual companies and the
    elimination of such discounts as a result of the Offers. The reference to
    'marriage value' should be understood to be the elimination of those
    discounts.

 6. In the earlier announcement released on 21 May 2001 it was stated that the
    Merchant Village scheme in Glasgow ('Merchant Village') had an estimated
    resale value of £100 million. This was a Directors' estimate, which has
    now been superseded by the estimated value of £96 million for the
    development when completed, as shown in the valuation of DTZ Debenham Tie
    Leung, which is included in the revised Offer documents dated 18 May 2001.

 7. DTZ Debenham Tie Leung have confirmed, in relation to their valuation of
    Merchant Village, that:


      + because the residential element of Merchant Village is so
        substantial in relation to the commercial elements, there is no
        substantial difference between the value of the development when
        completed and the value of the development when completed and let;

      + the estimated total costs of £70 million include carrying charges.



Enquiries:

Malcolm Bacchus, Pathfinder Properties PLC 020 7736 9669

Robert Lo, Nabarro Wells & Co. Limited 020 7710 7400


The directors of Properties accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of
such directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

Nabarro Wells & Co. Limited has approved the contents of this announcement for
the purposes of Section 57 of the Financial Services Act 1986.

                                   - ENDS -