Offer Update-Replacement

Pathfinder Properties PLC
21 May 2001

From:        Nabarro Wells & Co. Limited

To:          Company Announcements Office

Date:        21 May 2001

Subject:     ANNOUNCEMENT

Release:     IMMEDIATE

ANNOUNCEMENT FOLLOWS:

Pathfinder Properties PLC wishes to advise that the following replaces the
Offer Update announcement released earlier today at 08.54 under RNS No. 9137D.

The earlier announcement states that 'the Share Offer values the Recovery 1
shares, on the basis of pro forma underlying net assets in the enlarged group
at between 188.6p and 191.6p per Recovery 1 share, dependent on the level of
acceptances of the cash alternative.' These figures are incorrect and should
be 189.0p and 194.0p respectively.

All other details remain unchanged. The full amended text appears below.

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 announces that it has made a revised offer ('the Revised Offer')
for the whole issued share capital of Recovery 1, which substantially improves
the terms offered to Recovery 1 Shareholders under the original offer
announced on 9 April 2001 ('the Original Offer') which will provide Recovery 1
shareholders who wish to realise their investment with the opportunity to take
cash for at least 75% and potentially 100% of their investment.

The terms of the Revised Offer are as follows:


      + a share offer (unchanged from the Original Offer) of 33 Properties
        New Shares for every 4 Recovery 1 Shares;

      + a limited cash alternative of 175p per share (increased from 148p in
        the Original Offer) for up to 75% (increased from 15% in the Original
        Offer) of the Recovery 1 Shares in issue.

The Share Offer values the Recovery 1 shares, on the basis of pro forma
underlying net assets in the enlarged group at between 189.0p and 194.0p per
Recovery 1 share, dependent on the level of acceptances of the cash
alternative.

The acceptance condition has been reduced from 90% in the Original Offer to
50.1% in the Revised Offer. The closing date for the Revised Offer is 3.00
p.m. on 4 June 2001. Otherwise, the terms and conditions of the Revised Offer
are not materially different to those announced in respect of the Original
Offer.

The Revised Offer document contains valuations ('the Valuations') of certain
of the development properties in which the Company has an interest through
joint ventures.

The Revised Offer document also contains pro forma statements of net assets
which illustrate, on certain assumptions, that the net asset value per share
of the Company would be 23.4p if the Valuations were substituted for the book
values of the development sites held in the Company's joint ventures as at 31
December 2000, the date of the last audited financial statements of the
Company. The pro forma statements of net assets also illustrate the combined
effect on the Company's net asset value per share of the Valuations and the
acquisition of Recovery 1 and Recovery 2 by the Company pursuant to the Offers
on two different bases, as follows:


              * 22.9p, on the basis that no elections are made for the
                limited cash alternative;

              * 23.5p, on the basis that 100% elections are made for the
                limited cash alternative.

The pro forma statements are illustrative and are prepared on a going concern
basis. The individual pro forma statements do not reflect either the discounts
that might be required on the separate sale of individual investments within
the constituent companies nor do they demonstrate the marriage value that
might arise as a result of the Offers.

Detailed assumptions relating to the pro forma statements of net assets are
set out in the Revised Offer document, copies of which are available from the
Company's nominated adviser, Nabarro Wells & Co. Limited.

The Company's Offer for Recovery 2 has not been revised, save that the
acceptance condition has been reduced from 90% to 50.1%. The closing date for
the Recovery 2 Offer has been extended to 3.00 p.m. on 4 June 2001.

In the Revised Offer for Recovery 1 the Company points out that the cash
alternative provides Recovery 1 shareholders with an opportunity to receive
considerably more cash than would be available from a sale of shares on OFEX.
In addition, Recovery 1 shareholders would receive their cash considerably
more quickly than is likely on a liquidation and without the inherent
uncertainties as regards the proceeds from, or the costs of, liquidation.

Shareholders of Recovery 1 or Recovery 2 wishing to accept shares will benefit
from Properties' AIM quotation and should continue to benefit from their BES
tax exemption on future gains.

The Offers are recommended by the independent director of Recovery 1 and
Recovery 2. In commending the Offer to the Recovery 1 and Recovery 2
shareholders, Sir Christopher Leaver, Chairman of Properties states that the
Company now has a streamlined management, a clear strategy, and a pipeline of
urban regeneration projects.



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 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 -