Further re Exchange Offers

Slough Estates PLC
25 May 2005


25 May 2005

Slough Estates plc Announces Amendments to the terms of its Exchange Offers and Proposals

This announcement must be read in conjunction with the Exchange Offer Memorandum dated 10 May 2005 (the 'Exchange Offer 
Memorandum') prepared by the Company in connection with the Exchange Offers (as defined below) and the Proposals (as 
defined below).

On 10 May 2005, Slough Estates plc (the 'Company') announced the launch of exchange offers (the 'Exchange Offers') to 
the holders of its £50,000,000 10 per cent. Bonds due 2007, £33,343,418 12.375 per cent. Unsecured Loan Stock due 2009 
(of which £31,849,997 is outstanding as at the date of this announcement) and £100,000,000 11.625 per cent. Bonds due 
2012 (together, the 'Shorter Dated Existing Notes') to exchange all of their Shorter Dated Existing Notes into new, 
unsecured Sterling denominated fixed rate notes due 2018 (the 'Shorter Dated New Notes'), and to the holders of its 
£100,000,000 10 per cent. Bonds due 2017 and £40,000,000 11.25 per cent. First Mortgage Debenture Stock due 2019 
(together, the 'Longer Dated Existing Notes' and, together with the 'Shorter Dated Existing Notes', the 'Existing 
Notes') to exchange all of their Longer Dated Existing Notes into new, unsecured Sterling denominated fixed rate notes 
due 2035 (the 'Longer Dated New Notes' and, together with the Shorter Dated New Notes, the 'New Notes').

The Exchange Offers are subject to Offer Restrictions as set out below and in the Exchange Offer Memorandum.

The Company is also inviting holders of the Existing Notes to approve proposals (the 'Proposals') to amend the terms and
conditions of the Existing Notes to provide for the early redemption of all of the Existing Notes.  On 13 May 2005, in 
respect of the Bearer Notes, the Company published a notice in the Financial Times and on 11 May 2005, in respect of the
Registered Notes, the Company sent notices convening separate meetings of the holders of each series of the Existing 
Notes to be held at the offices of Lovells, Atlantic House, Holborn Viaduct, London EC1A 2FG on 8 June 2005, at which 
holders of each such series have been invited to consider and, if thought fit, pass the extraordinary resolution in 
respect of such series set out in the relevant notice.

The Company hereby announces that it is amending the terms of the Exchange Offers and the Proposals as set out in the 
Exchange Offer Memorandum such that all Noteholders that:

(a)     submit a valid Acceptance Notice or Ineligible Noteholder Instruction; or

(b)     otherwise validly instruct an Existing Paying Agent to appoint, in the case of holders of Bearer Notes, or 
validly appoint, in the case of holders of Registered Notes, the Exchange Agent as their proxy to vote for or against 
the relevant Extraordinary Resolution at the relevant Meeting in accordance with the relevant provisions set out in the 
notice convening the relevant Meeting (and, in the case of Bearer Notes held in a Clearing System, it is a term of the 
payment of any Early Submission Payment in respect of any instruction to vote for or against the relevant Extraordinary 
Resolution otherwise submitted to a Clearing System that by submitting such instructions to the relevant Clearing System
by 3.00 p.m. on the Early Submission Date (subject to any earlier deadline set by such Clearing System), the relevant 
Noteholder will be deemed to (i) instruct the relevant Existing Paying Agent to appoint the Exchange Agent as such 
Noteholder's proxy to vote for or against such Extraordinary Resolution (as specified in such instructions) in respect 
of all the relevant Bearer Notes in such Noteholder's account blocked in such Clearing System and (ii) consent to have 
such Clearing System provide details concerning such Noteholder's identity to the Exchange Agent),

by not later than 3.00 p.m. on the relevant Early Submission Date (which is expected to be 31 May 2005), and do not 
subsequently revoke:

(i)      the instructions to the relevant Existing Paying Agent regarding the appointment or the appointment of the 
Exchange Agent as their proxy effected by the submission of such Acceptance Notice or Ineligible Noteholder Instruction 
or such other valid instructions or form of appointment; or

(ii)      such Acceptance Notice or Ineligible Noteholder Instruction,

will be entitled to receive the Early Submission Payment on and as additional consideration for the redemption of such 
Noteholders' Existing Notes of the Series to which such Acceptance Notice or Ineligible Noteholder Instruction or such 
other valid instructions or form of appointment relates pursuant to the relevant Proposal (which is subject to the 
relevant Extraordinary Resolution being passed, the conditions to such Extraordinary Resolution being satisfied or 
waived, an announcement of redemption being made pursuant to the relevant Supplemental Trust Deed and satisfaction of 
the conditions to such redemption).  If an Extraordinary Resolution is not passed but the Company accepts the relevant 
Exchange Offer, only Noteholders that have submitted a valid Acceptance Notice (including where a Cash Election has been
made) in respect of such Exchange Offer by 3.00 p.m. on the Early Submission Date will be eligible to receive the Early 
Submission Payment, as further provided in the Exchange Offer Memorandum.

Any Early Submission Payment payable to a Noteholder that validly instructs an Existing Paying Agent to appoint, in the 
case of holders of Bearer Notes, or validly appoints, in the case of holders of Registered Notes, the Exchange Agent as 
their proxy to vote for or against the relevant Extraordinary Resolution at the relevant Meeting as set out above (other
than by submitting a valid Acceptance Notice or Ineligible Noteholder Instruction), will be paid on the Settlement Date:

(A)     in the case of Bearer Notes held in a Clearing System, through the relevant Clearing System in accordance with 
the standard procedures of such Clearing System;

(B)     in the case of holders of Registered Notes, by sending a Sterling cheque for an amount in cash equal to such 
Early Submission Payment to the address of such Stockholder appearing in the relevant register in accordance with the 
Registrar's usual practices; and

(C)     in the case of Bearer Notes held outside a Clearing System, in accordance with the terms and conditions of such 
Bearer Notes for the payment of amounts owing in respect of such Bearer Notes.

All payments to Noteholders that submit a valid Acceptance Notice or Ineligible Noteholder Instruction will be made in 
accordance with the terms and conditions of the Exchange Offers and the Proposals.

The Company also hereby announces that it is increasing the New Note Spread for the Longer Dated Note Notes from 1.45% 
to 1.50%.  The New Note Spread for the Shorter Dated New Notes, the Existing Note Spreads and the Early Submission 
Percentages remain unchanged.

Each Exchange Offer commenced on Tuesday, 10 May 2005 and will expire at 3.00 p.m. (London time) on Monday, 6 June 2005 
(subject to earlier deadlines set by the Clearing Systems or any intermediary), unless the period for such Exchange 
Offer is extended or such Exchange Offer is terminated as provided in the Exchange Offer Memorandum.  The Pricing Date 
and time is expected to be at or around 10.00 a.m. on 9 June 2005.  All instructions for the appointment or forms of 
appointment of the Exchange Agent as proxy must be received by no later than 48 hours before the time set for the 
relevant Meeting (subject to earlier deadlines set by the Clearing Systems or any intermediary).

The Exchange Offers and the Proposals are being made upon the terms and subject to the conditions contained in the 
Exchange Offer Memorandum and terms used in this announcement and not otherwise defined have the meanings given to them 
in the Exchange Offer Memorandum.

For further information, please contact:
Trevor Mant                     Group Treasurer                 [phone]

Dealer Managers:
Barclays Capital                Jeremy Froud                    [phone]
The Royal Bank of Scotland      Robert St John                  [phone]
UBS Investment Bank             Rob Ritchie                     [phone]

DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer Memorandum.  This announcement and the Exchange 
Offer Memorandum contain important information which should be read carefully before any decision is made in relation to
the Exchange Offers or the Proposals.  If you are in any doubt as to the action you should take, you are recommended to 
seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other 
independent financial adviser.  Any individual or company whose Existing Notes are held on its behalf by a broker, 
dealer, bank, custodian trust company or other nominee must contact such entity if they wish to accept any of the 
Exchange Offers or submit an Ineligible Noteholder instruction.  The distribution of this announcement or the Exchange 
Offer Memorandum in certain jurisdictions (in particular, the United States, United Kingdom, France, Belgium, The 
Netherlands, Spain, Italy and Switzerland is restricted by law (as further described below).  Persons into whose 
possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.  No 
action has been taken in any jurisdiction by the Company, the Dealer Managers, the Existing Trustees, Exchange Agent and
the Registrar that would permit a public offering of the New Notes.

OFFER RESTRICTIONS
Neither this announcement nor the Exchange Offer Memorandum constitutes an invitation to participate in any of the 
Exchange Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such 
invitation under applicable securities laws.
United States. The Exchange Offers are not being made and will not be made directly or indirectly in, or by use of the 
mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national 
securities exchange of, the United States of America. This announcement, the Exchange Offer Memorandum and any other 
offering material relating to the Exchange Offers may not be sent or given to a person in the United States of America. 
Each holder of the Existing Notes participating in the Exchange Offers will represent that it is not located in the 
United States of America and is not a U.S. person (within the meaning of Regulation S of the United States Securities 
Act of 1933, as amended) and is not giving an order to participate in the Exchange Offers from the United States of 
America or on behalf of a U.S. person.
Spain. The Exchange Offers are not available to any resident of Spain. Accordingly, residents of Spain may not submit 
for exchange any of the Existing Notes in the Exchange Offers nor may the New Notes be offered, sold or delivered in 
Spain and neither may this announcement, the Exchange Offer Memorandum nor any other offering material relating to the 
Exchange Offers, the Existing Notes or the New Notes be distributed or made available in Spain.
Italy. The Exchange Offers are not being made in the Republic of Italy (Italy) and have not been submitted to the 
clearance procedure of Commissione Nazionale per le societa e la Borsa (CONSOB) or the Bank of Italy pursuant to Italian
laws and regulations. Accordingly, holders of Existing Notes are notified that, to the extent such holders are Italian 
residents or persons located in Italy, the Exchange Offers are not available to them and they may not submit for 
exchange Existing Notes in any of the Exchange Offers nor may the New Notes be offered, sold or delivered in Italy and, 
as such, any acceptances received from such persons shall be ineffective and void, and neither this announcement, the 
Exchange Offer Memorandum nor any other offering material relating to the Exchange Offers, the Existing Notes or the New
Notes may be distributed or made available in the Republic of Italy.
Switzerland. The Exchange Offer Memorandum and any other offering material relating to the Exchange Offers are not 
intended to constitute any public offer in Switzerland. Accordingly, holders of Existing Notes are notified that, to the
extent such holders are resident or located in Switzerland, the Exchange Offers are not available to them and they may 
not submit for exchange the Existing Notes in the Exchange Offers nor may the New Notes be offered, sold or delivered in
Switzerland, and neither this announcement, the Exchange Offer Memorandum nor any other offering material relating to 
the Exchange Offers, the Existing Notes or the New Notes may be distributed or made available in Switzerland.
The Exchange Offers and the distribution of this announcement are not being made to the public in the United Kingdom, 
France, Belgium and The Netherlands.  In such jurisdictions, only the following persons may participate in the Exchange 
Offers and receive this announcement (as more fully set out in the Exchange Offer Memorandum):
United Kingdom (Only persons whose ordinary activities involve them in acquiring, holding, managing or disposing of 
investments for the purposes of their businesses)/France (qualified investors only)/Belgium (qualifying professional 
investors only)/The Netherlands (professional investors only).
General. None of the Exchange Offers constitutes an offer to buy or the solicitation of an offer to sell the Existing 
Notes and/or New Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions 
where the securities, blue sky or other laws require any of the Exchange Offers to be made by a licensed broker or 
dealer, the Exchange Offers shall be deemed to be made on behalf of the Dealer Managers or one or more registered 
brokers or dealers licensed under the laws of such jurisdiction.


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