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Friday 24 November, 2000

Pillar Property

Offer forWatesC.Ldn.Props-Pt1

Pillar Property PLC
24 November 2000


Part 1

Not  for  release,  publication or distribution in  or  into  the  US, 
Canada,Australia or Japan.

     
                              PILLAR PROPERTY PLC
                                       
                          RECOMMENDED CASH OFFER FOR
                                       
                      WATES CITY OF LONDON PROPERTIES PLC
                                       

* The boards of Pillar and Wates today announce the terms of a recommended
cash offer for the entire issued and to be issued share capital of Wates.  The
Offer will  be made by Credit Suisse First Boston on behalf of Pillar City, a
wholly-owned subsidiary of Pillar.

*  The  Offer, which will contain a guaranteed Loan Note Alternative,  will 
be 141p  in  cash  for  each Wates Share and will value the  entire  issued 
share capital of Wates at approximately £373.3 million.

* The Offer represents:
  -    a premium of approximately 25.9 per cent. to the Closing Price of 112p
per  Wates Share on 10 November 2000, the last dealing day before Wates
announced it was in discussions which may or may not lead to an offer for
Wates; and
-    a premium of approximately 9.7 per cent. to the Closing Price of 128.5p
per Wates Share on 23 November 2000, the day before this announcement.
  
*  The Offer compares with Wates' Adjusted Net Asset Value per Wates Share of
141.1p as at 30 June 2000.

*  The Offer will be unanimously recommended by the directors of Wates, who
are receiving financial advice from Deutsche Bank.

*  The  Offer  will be financed by a loan facility underwritten by CSFB, 
Abbey National Treasury Services and DePfa.

*  The  board of Pillar also announces the establishment, by Schroder 
Property Managers  (Jersey)  Limited, of CLOUT, a closed-ended  unit  trust 
established under  the laws of Jersey, for the purpose of investing in
property within  the City  of  London and immediately adjoining boroughs.  The
trust will be managed by  Schroders who have appointed Pillar as UK property
adviser to  CLOUT.   The initial  equity  investors in CLOUT are Pillar,
Schroder Exempt  Property  Unit Trust and SITQ Albion Inc.

*  Conditional upon the Offer becoming wholly unconditional, Pillar has
entered into arrangements with CLOUT whereby, within a specified time frame,
Pillar has the  option  to sell and CLOUT has the option to purchase, at an
agreed  price, all of the properties currently owned by Wates.

*  Pillar  also  announced today its interim results for the six  month 
period ended 30 September 2000.

*  Pillar  City  has received irrevocable undertakings from Grosvenor, 
certain institutional  shareholders, certain members of the  Wates  family, 
The  Wates Foundation and the directors of Wates to accept the Offer in
respect  of  their entire  beneficial shareholdings amounting to, in
aggregate, 101,000,762  Wates Shares  representing  approximately 38.2  per 
cent.  of  the  existing  issued ordinary share capital of Wates.

*  In view of its size relative to Pillar, the Offer will be conditional,
inter alia, on approval by Pillar Shareholders at an extraordinary general
meeting of Pillar.  The directors of Pillar and GEPT have irrevocably
committed in respect of their holdings, which in aggregate represent
approximately 26.7 per cent. of the  issued  share  capital  of Pillar, to
vote in  favour  of  the  resolution approving  the Offer.  The directors of
Pillar will unanimously recommend  that all Pillar Shareholders vote in favour
of such resolution. 

* Credit Suisse First Boston is acting as financial adviser to Pillar.  HSBC
and Credit  Suisse  First Boston are acting as joint brokers to  Pillar.  
Deutsche Bank  is  acting as financial adviser to Wates and Cazenove & Co. is 
acting  as broker to Wates in relation to the offer.

* Commenting on the Offer, Paul Wates, Chairman of Wates, said:

   'Wates  has  produced strong growth in net asset value per  share  over 
the last  four  years.  However, as mentioned on previous occasions,  the 
Wates Board  has  for  a  considerable time been concerned about the 
unacceptably large  discount at which Wates' shares have traded relative to
their  stated net  asset  value.   We are therefore pleased to recommend  the 
offer  from Pillar  City  which  gives Wates Shareholders an attractive 
opportunity  to realise  their  investment  in Wates at a price equivalent  to
 Wates'  last unaudited pro forma net asset value per share.'

* Commenting on the Offer, Raymond Mould,  Chairman of Pillar, said:

   'We  are  delighted to have agreed terms for the acquisition of Wates 
which provides  an  excellent opportunity for us to reaffirm our exposure  to 
the City  of  London property market. That exposure was reduced by  the 
partial sale  of  our investment in Cannon Bridge and the completion of  our 
Christ Church  Court development earlier this year. Given the option  to  sell
the Wates   properties   to  CLOUT,  this  important  transaction   limits  
our anticipated  investment exposure to £50m and represents a small increase 
in our  total  net investment in the City of London since the end of  our 
last financial year.   Our investment in CLOUT, together with our appointment 
as UK  property adviser to CLOUT, represents an extension of Pillar's 
strategy to  leverage its property management skills, enhancing its return on 
equity with earnings from external management contracts.'
   
*  Commenting on the establishment of CLOUT, William Hill, Managing Director
of Schroder  Property  Investment  Management  Limited,  promoters  of  CLOUT 
for Schroder Property Managers (Jersey) Limited, said:

   'The  establishment of CLOUT represents another major step  forward  in 
the unitisation of property assets. One of the highest value properties  in 
the City  has  been  broken  down  into  £500,000  pieces,  a  size  that 
makes transactions  of  this  type accessible to even the  smallest 
institutional  portfolios.  We  believe  that other property companies  with 
institutional grade  investment assets should look very closely at this type
of  structure  for extracting value from their portfolios.'

The  above  summary should be read in conjunction with the  full  text  of 
the following announcement.  This announcement does not constitute an offer 
or  an invitation to acquire securities.

ENQUIRIES                                                    Telephone


Pillar Property PLC                                          020 7915 8000
Raymond Mould
Patrick Vaughan

Credit Suisse First Boston (Europe) Limited                  020 7888 8888
Andrew Christie
Gary Wilder
Joyce Dolan

Schroder Property Investment Management Limited              020 7658 6000
As promoters for Schroder Property Managers (Jersey) Limited
William Hill

Gavin Anderson                                               020 7457 2345
Neil Garnett

Wates City of London Properties plc                          020 7588 2888
John Nettleton

Deutsche Bank AG London                                      020 7545 8000
Jeremy Lucas
Andrew Zelouf

Financial Dynamics                                           020 7831 3113
Emma Denne


Credit  Suisse  First Boston, which is regulated in the United Kingdom  by 
The Securities and Futures Authority Limited, is acting for Pillar, Pillar
City and CLOUT  and for no one else in connection with the Offer and Credit
Suisse First Boston  will  not be responsible to anyone other than Pillar,
Pillar  City  and CLOUT  for  providing the protections afforded to customers 
of  Credit  Suisse First Boston or for giving advice in relation to the Offer.

Deutsche  Bank, which is regulated in the United Kingdom by The Securities 
and Futures  Authority  Limited,  is acting for  Wates  and  for  no  one 
else  in connection with the Offer and Deutsche Bank will not be responsible 
to  anyone other  than  Wates  for  providing the protections  afforded  to 
customers  of Deutsche Bank or for giving advice in relation to the Offer.

The  Offer, including the Loan Note Alternative, is not being and will  not 
be made, directly or indirectly, in or into, or by the use of the mails of, or
 by any means or instrumentality (including, without limitation, fax, telex,
e-mail or telephone) of, interstate or foreign commerce of, or  through any
facilities of  a  national securities exchange of, the US, or in or into
Canada, Australia or  Japan  and  the Offer will not be capable of acceptance
by  any  such  use, means,  instrumentality  or  facilities or  from  or 
within  the  US,  Canada, Australia  or Japan.  Accordingly, copies of this
announcement are  not  being, and  must  not be, mailed or otherwise
distributed or sent in or into  the  US, Canada,  Australia  or  Japan.  
Doing so  may  render  invalid  any  purported acceptance.

The  Loan Notes which may be issued pursuant to the Loan Note Alternative 
have not  been  and will not be listed on any stock exchange and have not 
been  and will not be registered under the Securities Act or under the
securities laws of any  state or district of the US, nor will a prospectus in
relation to  any  of such  securities  be lodged with, or registered by, the
SEC or  the  securities commission of any state in the US or of any province
or territory of Canada  or the  Australian  Securities Commission or the
equivalent  authority  in  Japan.

Accordingly, unless an exemption is available from, or the relevant
transaction is  not  subject  to, the requirements of the Securities Act or
the  securities laws  of  any such jurisdiction, such Loan Notes may not be
offered, sold,  re-sold  or  delivered,  directly  or indirectly, in  or 
into,  the  US,  Canada, Australia  or  Japan  or  any other jurisdiction in
which  the  offer  of  such securities   would  constitute  a  violation  of 
relevant  laws   or   require registration thereof or to or for the account or
benefit of any US  Persons  or any  citizen  or  resident  of Canada,
Australia or Japan  or  any  such  other jurisdiction.   This  announcement 
does  not  constitute  an  offer  of   such securities in the US or to any US
Person.



Not  for  release,  publication or distribution in  or  into  the  US, 
Canada, Australia or Japan.

                              PILLAR PROPERTY PLC
                                       
                          RECOMMENDED CASH OFFER FOR
                                       
                      WATES CITY OF LONDON PROPERTIES PLC
                                       

1.   Introduction

The  boards of Pillar and Wates announce today that they have reached
agreement on the terms of a recommended cash offer for the entire issued and
to be issued share  capital of Wates.  The Offer will be made by Credit Suisse
First  Boston on  behalf  of  Pillar City, a wholly-owned subsidiary of
Pillar.   The  Offer, which will include a guaranteed Loan Note Alternative,
will be 141p in cash and values the entire issued share capital of Wates at
approximately £373.3 million.

The  board  of  Pillar also announces the establishment, by  Schroder 
Property Managers  (Jersey)  Limited, of CLOUT, a closed-ended  unit  trust 
established under  the laws of Jersey, for the purpose of investing in
property within  the City  of  London and immediately adjoining boroughs.  The
trust will be managed by  Schroders  who have appointed Pillar as the UK
property adviser  to  CLOUT. The initial equity investors in CLOUT are Pillar,
Schroder Exempt Property Unit Trust and SITQ Albion Inc.  Pillar's initial
equity investment in CLOUT will be approximately £50 million.

Conditional  upon  the  Offer becoming or being declared wholly unconditional,
Pillar  has entered into arrangements with CLOUT whereby Pillar has the 
option to  sell  and  CLOUT has the option to purchase, at an agreed price 
such  that Pillar  City is not intended to make a gain or loss on the
transaction, all  of the  properties currently owned by Wates.  Further
details of the  arrangements between  Pillar and CLOUT will be set out in the
Offer Document and the  Pillar Circular.

Certain  Wates Shareholders have given irrevocable undertakings to  accept 
the Offer,  in respect of their entire aggregate beneficial holdings of
101,000,762 Wates  Shares,  representing approximately 38.2 per cent. in
aggregate  of  the existing  issued ordinary share capital of Wates, further
details of which  are set out in paragraph 4 below.


2.   The Offer

The  Offer,  which  will  be subject to the terms and  conditions  set  out 
in Appendix  I and to be set out in the Offer Document and the Form of
Acceptance, will be made on the following basis:

                   for each Wates Share         141p in cash

The  Offer  values  the  entire  issued ordinary  share  capital  of  Wates 
at approximately  £373.3 million.  The Offer represents a premium of
approximately 25.9  per  cent.  to the Closing Price of 112p per Wates Share
on  10  November 2000,  the last dealing day before Wates announced it was in
discussions  which may  or  may not lead to an offer for Wates, and a premium
of approximately  9.7 per  cent. to the Closing Price of 128.5p per Wates
Share on 23 November  2000, the day before this announcement.
 
The  Offer  compares with Wates' Adjusted Net Asset Value per  Wates  Share 
of 141.1p as at 30 June 2000.

The  Offer  will  be financed by a loan facility underwritten  by  CSFB, 
Abbey National Treasury Services and DePfa, summary details of which will be
set  out in the Offer Document and the Pillar Circular.

The  Wates  Shares are to be acquired under the Offer fully paid and free 
from all  liens,  equitable interests, charges, encumbrances, rights of 
pre-emption and  any  other third party rights and interests and together with
 all  rights attaching thereto, including the right to receive and retain all
dividends  and other distributions declared, made or paid after the date of
this announcement. 


3.   Recommendation from Wates

The  Wates Board, which has been so advised by Deutsche Bank, believes that
the terms  of the Offer are fair and reasonable.  In providing its advice,
Deutsche Bank  has  taken  into account the commercial assessments of the 
Wates  Board. Accordingly, the Wates Board will unanimously recommend that
Wates Shareholders accept  the  Offer as certain members of the Wates Board
who hold Wates  Shares have  irrevocably undertaken to do in respect of their
own beneficial holdings, which in aggregate amount to 9,647,148 Wates Shares,
representing approximately 3.64 per cent. of Wates' issued share capital.


4.   Irrevocable Undertakings and holdings

Pillar City has received irrevocable undertakings from Grosvenor, certain
Wates Shareholders, certain members of the Wates family, The Wates Foundation
and the directors  of  Wates to accept the Offer in respect of their entire 
beneficial shareholdings amounting to, in aggregate, 101,000,762 Wates Shares
representing approximately 38.2 per cent. of the existing issued share capital
of Wates.

Of  these irrevocable undertakings, undertakings representing 18,210,817 
Wates Shares  require  acceptance  of the Offer (unless the  Offer  is 
withdrawn  or lapses) even in the event that a competing offer is made by a
third party.  The remaining irrevocable undertakings require acceptance of the
Offer (unless  the Offer is withdrawn or lapses) unless:
-     in  the  case  of irrevocable undertakings representing 46,939,122 
Wates Shares,  a  competing offer with a consideration of 10% or  more  above 
that offered by Pillar City is announced by a third party within 14 days of
the date of posting of the Offer Document;
-    in the case of irrevocable undertakings representing 15,736,507 Wates
Shares, a competing offer with a cash consideration of 10% or more above that
offered by Pillar City is made by a third party within 14 days of the date of
posting of the Offer Document; and
-    in the case of irrevocable undertakings representing 20,114,316 Wates
Shares, a competing offer with a consideration which is equal to or greater
than 155p per Wates Share is made by a third party.

Save as disclosed herein, neither Pillar City nor any of its  directors, nor 
any person acting in concert with any of them, owns or controls any  Wates
Shares or has any option to acquire any Wates Shares.


5.   The Loan Note Alternative

As  an  alternative  to  all  or  part of the cash  consideration  which 
would otherwise be receivable by them under the Offer, Wates Shareholders
(other than US Persons and certain overseas persons) who validly accept the
Offer may elect to  receive  Loan  Notes which will be issued by Pillar City
on  the  following basis:

 for each £1 of cash consideration under the Offer    £1 nominal of Loan Notes
                                       
The  Loan  Notes, which will be transferable, will be unsecured obligations 
of Pillar City and will be issued, credited as fully paid, in amounts and
integral multiples of £1 nominal value (subject to a minimum of £1,000 nominal
value per Wates Shareholder).  All fractional entitlements on the aggregate
value of  the Loan  Notes  for which a shareholder elects will be disregarded
and settled  in cash.  The payment of principal and interest in respect of the
Loan Notes  will be guaranteed by Bank of Scotland.  No application has been
or will be made for the Loan Notes to be listed, or dealt in, on any stock
exchange.

The Loan Notes will bear interest at the rate of LIBOR, as determined on the
first business day of each interest period, less 1 per cent.  Interest on the
Loan Notes (less any tax required by law to be deducted therefrom) will be
payable quarterly in arrears on 31 January, 30 April, 31 July and 31 October
in each year (or, if not a business day in any year, on the first business day
thereafter).  The first interest payment on the Loan Notes will be made on 30
April 2001 in respect of the period from (and including) the date of issue to
the relevant holder of the Loan Notes.  Holders of Loan Notes will have the
option to redeem all or any part (being £1,000 in nominal value or any
integral multiple thereof) for cash at par, together with accrued interest, on
any interest payment date on or after the date falling six months after the
date of issue but in any event not before 31 October 2001 (or, if not a
business day, on the first business day thereafter).  A holder of Loan Notes
may, on an interest payment date falling on or after twelve months from the
date of issue, elect to redeem the principal amount of Loan Notes in US
Dollars.  The Loan Notes may be redeemed by Pillar City for cash at par,
together with accrued interest, on an interest payment date falling six months
after the date of issue, but in any event not before 31 October 2001, if more
than 75 per cent. of the nominal amount of all the Loan Notes has been
redeemed or the aggregate nominal amount of the Loan Notes outstanding is less
than £5 million.  Unless previously redeemed or purchased, the Loan Notes will
be redeemed in full at par, together with accrued interest, on 31 October 2005
or, if not a business day, on the first business day thereafter.

The  Loan Notes have not been, and will not be, registered under the
Securities Act  or under the securities laws of any state or other
jurisdiction of the US, Canada,  Australia or Japan.  Accordingly, the Loan
Notes may not  be  offered, sold, re-sold, delivered or distributed, directly
or indirectly, in or into  or by  use  of  the  mails  or  any  means or
instrumentality  (including  without limitation, telephonically or
electronically) of interstate or foreign commerce of,  or  any  facility of a
national securities exchange of,  the  US,  Canada, Australia  or  Japan.  The
availability of the Loan Note Alternative  to  Wates Shareholders who are not
resident in the United Kingdom may be affected by  the laws of the relevant
jurisdictions.  Wates Shareholders who are not resident in the  United 
Kingdom should inform themselves about and observe any  applicable
requirements.

The  Loan  Note  Alternative  is conditional on the  Offer  becoming  or 
being declared unconditional in all respects and will remain open for so long
as  the Offer remains open for acceptance.  No Loan Notes will be issued
unless, by the time  the  Offer  becomes or is declared wholly unconditional,
valid  elections from  accepting Wates Shareholders have been received for at
least  £5  million nominal  value of Loan Notes (or such lesser value as
Pillar City may  decide). If  insufficient elections are received, Wates
Shareholders who  validly  elect for  the Loan Note Alternative will instead
receive cash in accordance with the terms of the Offer.

Further details of the Loan Notes will be set out in the Offer Document.


6.   Background to and reasons for the Offer

Pillar believes that the acquisition of Wates offers an excellent opportunity
to increase the Company's exposure to the City of London property market.
Pillar has been involved in this market very profitably since 1996. During
that time, it has carried out developments at Meridian House, Farringdon Road,
 and at Christ Church Court, EC4. It has also been a 50 per cent. partner with
the General Electric Pension Fund owning Cannon Bridge, an office complex
which includes the LIFFE market. Since 31 March 2000, that partnership has
been disolved with Pillar acquiring the 50 per cent. stake previously owned by
the General Electric Pension Fund. Cannon Bridge has subsequently been sold
with the head leasehold interest having been acquired through a new structure
in which Pillar holds a 25 per cent. share, with the majority being held by
the Teachers Fund of America. Pillar also owns the freehold of an office
property in Cheapside which it intends to redevelop into 2001. Completion and
sale of the Christ Church Court development and the reduction of Pillar's
stake in Cannon Bridge have reduced Pillar's exposure to the key City of
London property market by £45 million this year. Following implementation of
the arrangements to sell the Wates portfolio to CLOUT, Pillar's exposure to
the City of London property market will have increased by approximately £50m. 

In addition, under the arrangements agreed with CLOUT whereby Pillar has been
appointed UK Property Advisor to CLOUT, the transaction offers Pillar a
further opportunity to leverage its property management skills while
minimising its equity commmitment. Pillar already has funds under management,
in the Retail Park Unit Trust and the Hercules Unit Trust, totalling in excess
of £830 million. CLOUT will add a further £502 million.

Schroder Property Investment Management has been at the forefront of the
unitisation of property having, in addition to its long standing client
SEPUT, established 5 other unit trust vehicles in the last two and a half
years. Two of these trusts have been set up with Pillar as the UK property
adviser.

The difference between the large discount to net asset value of investment
assets held by property companies implicit in current share prices and the
net asset value basis of pricing in unit trusts creates an obvious opportunity
to switch assets from one to the other.  Pillar and Schroder Property
Investment Management approached Wates on that basis with the objective of
creating a substantial unitised investment vehicle to hold the Wates city
office assets.  Unitisation of large and/or specialist sectors can provide
institutional investors access to markets that they would otherwise not be
able to enter.  In addition, the ability to buy and sell units on an
establishing secondary market offers the potential of speedier dealing and
transfers at much reduced transaction costs.


7.   Background to and reasons for recommending the Offer

As  stated  in the circular to Wates Shareholders dated 8 September  2000, 
the Wates  Board  has been concerned for a considerable time about the
unacceptably large  discount at which Wates Shares have traded relative to
their stated  net asset  value, despite strong growth in net asset value per
share over the  last four  years.   Since  its  year  end, Wates has  seen 
robust  property  market conditions,  and this in the Wates Board's view has
made the disparity  between Wates' share price and its true worth even more
acute.

The   Wates  Board  therefore  initiated  steps  to  return  value   to  
Wates Shareholders,  the first step being the sale of four investment
properties  (90 Queen  Street, City Tower, Winchester House and City Place
House) to Prudential for  gross  proceeds of £252 million, announced on 8
September 2000, which  has now been completed.

The   Wates   Board  has  considered  alternative  ways  of  further 
realising shareholder  value, including an offer for Wates, and the orderly 
disposal  of substantially all of Wates' property portfolio and a return of
capital to Wates Shareholders.  Whilst the Wates Board believes that such a
programme could have delivered attractive returns to Wates Shareholders, it
also had to consider the duration  of  the  programme and the likely risks,
complexity and  costs  which would be involved.

The Wates Board believes that the Offer of 141p per Wates Share, which
compares with  Wates' Adjusted Net Asset Value per Wates Share of  141.1p as
at 30  June 2000,  gives Wates Shareholders an immediate and certain
opportunity to realise their  investment  in cash at a fair price.  The Wates
Board  further  believes that  the Offer represents a more desirable option
for Wates Shareholders  than the disposal of its property portfolio over time.


8.   Information on Pillar and Pillar City

PILLAR

Pillar  is  a  UK  property investment and development company  quoted  on  
the Official  List.  As at 23 November 2000 (the latest practicable date 
prior  to this  announcement), Pillar had a market capitalisation of 
approximately  £511 million.   Pillar's  investment property portfolio 
primarily  comprises  large prime  retail  parks.   As  at 31 March 2000,
Pillar's portfolio  consisted  of investment properties (including shares of
joint ventures) worth £981  million, including  4.2  million sq. ft. of retail
park property,  the  largest  in  the sector.   As at 31 March 2000, Pillar's
portfolio was made up of 83  per  cent. retail parks,  8 per cent. other
retail / leisure, 4 per cent. shopping centres and 5 per cent. city offices
(by value).

For  the  year  ended  31 March 2000, Pillar reported rental  income  of 
£39.4 million  (including  share  of joint ventures) and  total  turnover  of 
£133.0 million, with profit before tax of £21.8 million.  As at 31 March 2000,
 Pillar had reported net assets of £547.4 million.

Pillar  announced today its unaudited interim results for the six months 
ended 30  September  2000.  Pillar reported rental income of £22.7  million, 
pre-tax profits  of £7.4 million and net assets per Pillar ordinary share of
372p.  At the  end  of September, Pillar sold five parks into Hercules which
was  at  the same  time  converted  from a limited partnership into a
closed-ended,  geared, unit  trust  based in Jersey. Pillar is a 40% unit
holder in the Hercules  Unit Trust.   As a result of establishing this Trust,
a tax liability of £17 million has  been  accelerated  leading  to a reduction
 in  net  asset  value  with  a corresponding reduction in the full potential
unprovided liability for deferred tax.   Pillar  continues to see strong
demand for premium space on  its  retail parks  with  rent  reviews  producing
results at or above  the  Pillar  Board's expectations as at 31 March 2000.

PILLAR CITY

Pillar  City is a wholly-owned subsidiary of Pillar.  Pillar City is a
recently incorporated public limited company established specifically for the
purpose of acquiring  Wates  and since incorporation has not traded or 
entered  into  any material  obligations other than in connection with the
Offer and the financing thereof.   Pillar  City  is  a holding company and is 
not  intended  to  trade otherwise than in respect of its holding in Wates.


9.   Information on Wates

Wates is a property investment and development company specialising in the 
City of  London property market, and currently owns a portfolio of properties
in the City.   The  most  valuable asset in this portfolio is CityPoint,  one 
of  the largest  office  developments in the City of London which, when
complete,  will offer  53,900 sq. m. (584,000 sq. ft.) of lettable office
space on  35  floors. The  portfolio also comprises one investment property,
Vintners' Place, and two properties held for development, Austral House and 35
Basinghall Street.

Wates  is  listed on the Official List and as at 23 November 2000  (the 
latest practicable  date  prior to this announcement), had a market
capitalisation  of approximately £340 million.

In  its  unaudited interim results, announced on 8 September 2000, for the 
six months  ended 30 June 2000, Wates reported an increase in net assets per 
Wates Share  of  approximately  9.2 per cent. to 142 pence,  from  130  pence 
on  31 December  1999  and, as set out in the circular to Wates Shareholders 
dated  8 September 2000, an Adjusted Net Asset Value per Wates Share of
141.1p.

The  City  of  London continues to experience strong demand  for  high 
quality property,  such  as  CityPoint, and rising rent  levels.   The 
development  of CityPoint  remains in line with the Wates Board's expectations
and is  expected to  be  substantially completed by the end of 2000. 
Approximately 62 per cent. of the building has now been let.


10.  Information on CLOUT

CLOUT has been created as a closed-ended unit trust established under the 
laws of  Jersey,  Channel Islands.  Units in CLOUT will not be publicly
offered  and CLOUT is not regulated under the Collective Investment Funds
(Jersey) Law 1988.The  consent of the Jersey Financial Services Commission to
the issue of  units has  been obtained pursuant to the Control of Borrowing
(Jersey) Order 1958 (as amended).   CLOUT  is  a collective investment scheme,
as  defined  in  the  UK Financial Services Act 1986.

CLOUT  will  be  managed by Schroders, which has appointed Pillar  as 
property adviser to CLOUT.  The Trustees are resident in Jersey and it is
intended that CLOUT  will  be  managed such that it does not become resident 
in  the  United Kingdom for tax purposes.

CLOUT is established for the purpose of acquiring office properties or
vehicles owning  office  properties  within  the City  of  London  and  the 
immediately adjoining boroughs.  The investment objective of CLOUT is to
achieve a blend of income  and  capital growth for investors, using gearing,
depending  on  market circumstances, to enhance returns.

The initial equity investors in CLOUT are Pillar, Schroder Exempt Property
Unit Trust and SITQ Albion Inc.

Further  information on the arrangements between Pillar City and CLOUT will 
be set out in the Offer Document and the Pillar Circular.


11.  Information on Schroder Property Managers (Jersey) Limited

Schroder  Property Managers (Jersey) Limited is a member of the  Schroders 
plc Group.   Schroder  Property Managers (Jersey) Limited is  the  Manager  of
 The Retail  Park Unit Trust, The Chiswick Park Unit Trust, The Hercules Unit 
Trust  and  The  Residential  Property Unit Trust. The  total  value  of 
funds  under management excluding CLOUT is just over £1 billion.


12.  Information on Schroder Exempt Property Unit Trust

Schroder Exempt Property Unit Trust is an unauthorised property unit trust
with a  value  at its year end at 31 July 2000 of £1.15 billion.  It is one 
of  the largest funds of its type and has over 600 pension fund and charity
investors.

Schroder Exempt Property Unit Trust holds a diversified portfolio of just 
over 100  properties spread throughout the UK.  Its largest assets include
interests in shopping centres in Bracknell, Oxford and Glasgow, stakes in
retail parks at Monks  Cross, York and Fosse Park, Leicester, as well as
ownership of a  number of sizeable office and industrial schemes.

Schroder  Exempt  Property Unit Trust recorded the best return  of  all 
pooled property funds in the CAPS Pension Pooled Fund Survey above £50 million
in size in  the  1990s.   It  is  managed  by Schroder Property  Investment 
Management Limited, a subsidiary of Schroders plc.


13.  Information on SITQ International

SITQ  Albion Inc is a subsidiary of SITQ International which holds an
important real estate portfolio in Europe, which includes six buildings in La
Defense and two other office buildings in Paris. SITQ International is a
member of the SITQ Immobilier family, a subsidiary of the Caisse de depot et
placement du  Quebec, whose portfolio totals almost $6 billion.

SITQ  Immobilier is a founding shareholder of Cibix inc, a Belgian public 
real estate company. It is also a major investor in shopping centers and an
investor in office buildings in the United Kingdom.


14.  Wates' management and employees

The board of Pillar confirms that the existing employment rights, including
pension  rights, of all employees of Wates will be fully safeguarded. It has
been  agreed  that, upon the Offer being declared or becoming unconditional 
in all respects, the service agreements of the directors of Wates will 
terminate and  each will resign from all appointments with Wates. Severance
arrangements with  the  executive directors of Wates have been agreed and 
will  be  entered into.

It  has been agreed between Pillar City and John Nettleton and Rodney Clutton,
 both directors of Wates, that, conditional upon the Offer becoming or being
declared unconditional in all respects, Pillar City, John Nettleton and Rodney
Clutton  will establish  a  property management joint venture through a 
property  management company,  Spiregold.   Each  of them will own one third 
of  the  issued  share capital  of  Spiregold.  Subject to any necessary third
party consents,  it  is proposed  that  Spiregold  will enter into property 
management  agreements  in respect of the day to day management of certain
properties owned or managed  by Wates and certain other properties already
owned by Pillar.

Pillar  has agreed with Nettleton & Co Limited and Illenfield Property 
Company Limited  that  John  Nettleton and Rodney Clutton respectively  will 
serve  as consultants,   conditionally  upon  the  Offer  becoming  or   being
declared unconditional in all respects.

Deutsche  Bank  considers the terms of the above arrangements to  be  fair 
and reasonable  in the context of the Offer so far as other Wates Shareholders
are concerned.

Further  details relating to the above arrangements will be summarised  in 
the Offer Document.


15.  Wates Share Option Schemes

The  Offer  will extend to any Wates Shares unconditionally allotted or 
issued prior  to  the date on which the Offer closes (or such earlier date  as
 Pillar City  may  decide), including Wates Shares issued pursuant to the 
Wates  Share Option Schemes.  To the extent that options thereunder have not
been exercised, appropriate proposals, which will include a cash cancellation
option,  will  be made  upon posting of the Offer Document to the option
holders under the  Wates Share Option Schemes.


16.  Inducement Payment

Wates has agreed that it will pay to Pillar City an inducement fee of £3.73
million if, following this announcement, the  Wates Board recommends a
competing higher third party offer for Wates  and such third party offer
becomes or is declared wholly unconditional.


17.  Further Details of the Offer

The  formal  Offer  Document will be posted by Credit Suisse  First  Boston 
on behalf  of Pillar City to Wates Shareholders as soon as practicable and in 
any event within 28 days after the date of this announcement.

The  Offer will be subject to the applicable requirements of the Code and 
will be  conditional  upon  the  Conditions and Certain Further  Terms  set 
out  in Appendix I and to be set out in the Offer Document and the Form of
Acceptance. 

In  view  of its size relative to Pillar, the Offer will be conditional, 
inter alia,  on  approval  by Pillar Shareholders.  It is intended  that  the 
Pillar Circular  setting  out  the  reasons  for  the  acquisition  and 
convening  an extraordinary general meeting of Pillar to approve the Offer
will  be  sent  to Pillar Shareholders at the same time as the posting of the
Offer Document.

The directors of Pillar have received financial advice from Credit Suisse
First Boston.   The  directors of Pillar will unanimously recommend that  all 
Pillar Shareholders  vote  in favour of the resolution to approve  and 
implement  the acquisition  of Wates as the Directors of Pillar have
irrevocably committed  to do  in respect of their own beneficial holdings
representing approximately  4.9 per  cent. of Pillar's issued share capital. 
In addition, GEPT has irrevocably committed  to  vote in favour of the
resolution in respect of  its  holding  in Pillar,  representing 
approximately 21.8 per cent. of  Pillar's  issued  share capital.

It  is  Pillar  City's intention, if sufficient acceptances  are  received 
and or/sufficient  Wates Shares are otherwise acquired, to apply the
provisions  of section  428  to  430F  (inclusive)  of  the  Companies  Act 
1985  to  acquire compulsorily  all outstanding Wates Shares to which the
Offer  relates.   Wates Shareholders  will in the Offer Document be given
notice that  in  this  event, Pillar City intends to apply immediately for the
cancellation of the listing on the  London  Stock Exchange of the Wates Shares
not less than 20 business  days from  the date of such notice.  Pillar City
intends to re-register Wates  as  a private  company as soon as it is
appropriate to do so under the provisions  of the Companies Act 1985.

The availability of the Offer to persons not resident in the United Kingdom
may be  affected  by the laws of the relevant jurisdictions.  Persons who  are
 not resident  in  the UK should inform themselves about and observe any 
applicable requirements.

Certain terms used in the announcement are defined in Appendix II.  This
announcement does not constitute an offer or an invitation to acquire
securities.


ENQUIRIES                                                      Telephone


Pillar Property PLC                                            020 7915 8000
Raymond Mould
Patrick Vaughan

Credit Suisse First Boston (Europe) Limited                    020 7888 8888
Andrew Christie
Gary Wilder
Joyce Dolan

Schroder Property Investment Management Limited                020 7658 6000
As promoters for Schroder Property Managers (Jersey) Limited
William Hill

Gavin Anderson                                                 020 7457 2345
Neil Garnett

Wates City of London Properties plc                            020 7588 2888
John Nettleton

Deutsche Bank AG London                                        020 7545 8000
Jeremy Lucas
Andrew Zelouf

Financial Dynamics                                             020 7831 3113
Emma Denne


The directors of Pillar accept responsibility for the information contained 
in this announcement, other than the information relating to the Wates Group, 
the directors  of  Wates, members of their immediate families, related  trusts
 and persons  connected with them.  To the best of the knowledge and belief 
of  the directors of Pillar (who have taken all reasonable care to ensure that
such  is the case) such information contained in this announcement is in
accordance with the  facts  and  does  not omit anything likely to affect the 
import  of  such information.

The  directors of Wates accept responsibility for the information contained 
in this  announcement  which relates to the Wates Group, the directors  of 
Wates, members of their immediate families, related trusts and persons
connected  with them.   To the best of the knowledge and belief of the
directors of Wates  (who have  taken  all  reasonable  care  to ensure  that 
such  is  the  case)  such information contained in this announcement is in
accordance with the facts  and does not omit anything likely to affect the
import of such information.

Credit  Suisse  First Boston, which is regulated in the United Kingdom  by 
The Securities and Futures Authority Limited, is acting for Pillar, Pillar
City and CLOUT  and for no one else in connection with the Offer and Credit
Suisse First Boston  will  not be responsible to anyone other than Pillar,
Pillar  City  and CLOUT  for  providing the protections afforded to customers 
of  Credit  Suisse First Boston or for giving advice in relation to the Offer.

Deutsche  Bank, which is regulated in the United Kingdom by The Securities 
and Futures  Authority  Limited,  is acting for  Wates  and  for  no  one 
else  in connection with the Offer and Deutsche Bank will not be responsible 
to  anyone other  than  Wates  for  providing the protections  afforded  to 
customers  of Deutsche Bank or for giving advice in relation to the Offer.

The  Offer, including the Loan Note Alternative, is not being and will  not 
be made, directly or indirectly, in or into, or by the use of the mails of, or
 by any means or instrumentality (including, without limitation, fax, telex,
e-mail or telephone) of, interstate or foreign commerce of, or  through any
facilities of  a  national securities exchange of, the US, or in or into
Canada, Australia or  Japan  and  the Offer will not be capable of acceptance
by  any  such  use, means,  instrumentality  or  facilities or  from  or 
within  the  US,  Canada, Australia  or Japan.  Accordingly, copies of this
announcement are  not  being, and  must  not be, mailed or otherwise
distributed or sent in or into  the  US, Canada,  Australia  or  Japan.  
Doing so  may  render  invalid  any  purported acceptance.

The  Loan Notes which may be issued pursuant to the Loan Note Alternative 
have not  been  and will not be listed on any stock exchange and have not 
been  and will not be registered under the Securities Act or under the
securities laws of any  state or district of the US, nor will a prospectus in
relation to  any  of such  securities  be lodged with, or registered by, the
SEC or  the  securities commission of any state in the US or of any province
or territory of Canada  or the  Australian  Securities Commission or the
equivalent  authority  in  Japan. Accordingly, unless an exemption is
available from, or the relevant transaction is  not  subject  to, the
requirements of the Securities Act or the  securities laws  of  any such
jurisdiction, such Loan Notes may not be offered, sold,  re-sold  or 
delivered,  directly  or indirectly, in  or  into,  the  US,  Canada,
Australia  or  Japan  or  any other jurisdiction in which  the  offer  of 
such securities   would  constitute  a  violation  of  relevant  laws   or  
require registration thereof or to or for the account or benefit of any US 
Persons  or any  citizen  or   resident of Canada, Australia or Japan  or  any
 such  other jurisdiction.   This  announcement  does  not  constitute  an 
offer  of   such securities in the US or to any US Person.


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