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Friday 16 July, 2004

Songbird Acquisition

Offer Update

Songbird Acquisition Ltd
16 July 2004

   Not for release, publication or distribution in or into the United States,
                               Australia or Japan



                                                                    16 July 2004



                   SONGBIRD ACQUISITION LIMITED ('SONGBIRD')

                             RECOMMENDED OFFER FOR

                    CANARY WHARF GROUP PLC ('CANARY WHARF')



                              LEVEL OF ACCEPTANCES



On 16 April 2004, Songbird announced the terms of a recommended cash offer for
the entire issued share capital of Canary Wharf. The Offer Document, together
with the AIM Document, was subsequently posted to Canary Wharf Shareholders on
23 April 2004. On 21 May 2004, Songbird declared that the Offer had become
unconditional in all respects and extended the Offer to 4 June 2004. The Offer
has subsequently been extended on a number of occasions, most recently until 15
July 2004.



As at 1.00 p.m. (London time) on 15 July 2004, Songbird had received valid
acceptances, and Songbird Estates plc ('Songbird Estates') had acquired, a total
of 387,987,097 Canary Wharf Shares, representing approximately 66.32 per cent.
of the existing issued share capital of Canary Wharf.



Included in this total are the 85,004,663 Canary Wharf Shares held by the Glick
Entities, representing approximately 14.5 per cent. of the issued share capital
of Canary Wharf, which have been acquired by Songbird Estates.



Included within the acceptances are those acceptances received pursuant to the
irrevocable undertaking to accept the Offer given by companies held by a trust
for the benefit of HRH Prince Alwaleed Bin Talal Abdulaziz Al Saud and his
family in respect of 13,288,000 Canary Wharf Shares, representing approximately
2.3 per cent. of the issued share capital of Canary Wharf. Also included in the
acceptances are those received from the former members of the Independent
Committee, George Iacobescu and Peter Anderson, who stated in the Offer Document
their intention to accept the Offer in respect of their beneficial holdings of
3,955,001 Canary Wharf Shares, representing approximately 0.7 per cent. of the
issued share capital of Canary Wharf.



As at the close of business on 14 July 2004, the Morgan Stanley Group was the
beneficial owner of 944 Canary Wharf Shares and held 17,841 Canary Wharf Shares
on behalf of clients. Valid acceptances have not been received by Songbird in
respect of these Canary Wharf Shares. As at the close of business on 14 July
2004, Goldman Sachs International was the beneficial owner of 239 Canary Wharf
Shares. Valid acceptances have not been received by Songbird in respect of these
Canary Wharf Shares.



Save as disclosed above, neither Songbird nor any person acting, or deemed to be
acting, in concert with Songbird held any Canary Wharf Shares or rights over
Canary Wharf Shares prior to the Offer Period and neither Songbird nor any
person acting, or deemed to be acting, in concert with Songbird has acquired or
agreed to acquire any Canary Wharf Shares or rights over Canary Wharf Shares
during the Offer Period.



                         NO FURTHER EXTENSION OF OFFER



On 9 July 2004, Songbird announced that the Offer would remain open for
acceptances until 1.00 p.m. (London time) / 8.00 a.m. (New York time) on 15 July
2004 and would then close unless further extended. Songbird announces that the
Offer has not been further extended and, as such, the Offer closed at 1.00 p.m.
(London time) / 8.00 a.m. (New York time) on 15 July 2004.


 Press Enquiries:


Morgan Stanley                                Tel: +44 20 7425 5000
Mark Warham
Brian Magnus

Rothschild                                    Tel: +44 20 7280 5000
Alex Midgen
Ben Davey

KPMG Corporate Finance                        Tel: +44 20 7311 1000
Michael Higgins
Richard Brown

Hoare Govett                                  Tel: +44 20 7678 8000
Nigel Mills
Ranald McGregor-Smith

Tulchan Communications                        Tel: +44 20 7353 4200
Andrew Grant
Katie Macdonald-Smith

Smithfield Financial                          Tel: +44 20 7360 4900
John Antcliffe

Finsbury Limited                              Tel: +44 20 7251 3801
Faeth Birch




Terms used in this announcement shall have the meaning given to them in the
Offer Document, save where the context otherwise requires.



Morgan Stanley is acting for Songbird, Songbird Estates, the MSREF Funds, the
MSRESS Funds and Princes Gate Investors and no one else in connection with the
Offer and will not be responsible to anyone other than Songbird, Songbird
Estates, the MSREF Funds, the MSRESS Funds and Princes Gate Investors for
providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Offer.



Rothschild is acting for Songbird, Songbird Estates and Simon Glick and no one
else in connection with the Offer and will not be responsible to anyone other
than Songbird, Songbird Estates and Simon Glick for providing the protections
afforded to clients of Rothschild nor for providing advice in connection with
the Offer.



Goldman Sachs International is acting for Whitehall 2001 Funds and no one else
in connection with the Offer and will not be responsible to anyone other than
Whitehall 2001 Funds for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in connection with the
Offer.



Hoare Govett Limited is acting for Songbird and Songbird Estates and no one else
in connection with the Offer and will not be responsible to anyone other than
Songbird and Songbird Estates for providing the protections afforded to clients
of Hoare Govett Limited nor for providing advice in connection with the Offer.



KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting as nominated adviser to Songbird Estates and no one else in connection
with the admission of the Class B Shares to trading on AIM and will not be
responsible to anyone other than Songbird Estates for providing the protections
afforded to clients of KPMG Corporate Finance nor for providing advice in
connection with the admission of the Class B Shares to trading on AIM.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about, and observe such restrictions. This announcement
is not for release, distribution or publication in or into the United States,
Australia or Japan or any other jurisdiction where it would be unlawful to do
so.



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.



This announcement is not an offer of securities for sale in the United States or
any other jurisdiction, and securities may not be offered or sold in the United
States absent registration under the US Securities Act of 1933 or an exemption
from registration. Any public offering of securities to be made in the United
States will be made by means of a prospectus that will contain detailed
information about the Company and management, as well as financial statements.



The Offer is being made in the United States and Canada by Songbird.  Neither
Morgan Stanley nor Rothschild, nor any of their affiliates, is making the Offer
in the United States and Canada.



In accordance with normal United Kingdom market practice and subject to
applicable regulatory requirements, Songbird or its investors or their
affiliates or its nominees or its brokers (acting as agents) may from time to
time make certain purchases of, or arrangements to purchase, Canary Wharf Shares
outside the United States, other than pursuant to the Offer, before or during
the period in which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. These purchases, or arrangements to purchase shall comply
with applicable rules in the United Kingdom including the City Code on Takeovers
and Mergers, the auction procedure announced by the Panel on Takeovers and
Mergers on 7 April 2004 and the rules of the London Stock Exchange and
applicable US securities laws (except to the extent of any exemptive relief
granted by the US Securities and Exchange Commission). Any information about
such purchases will be disclosed as required in the United Kingdom and
communicated in the United States in accordance with and under applicable
regulatory requirements (including applicable US securities laws).



The Class B Shares and the Class C Shares have not been and will not be
registered under the US Securities Act of 1933 or the securities laws of any
state in the United States, or under applicable securities laws of Australia,
Canada or Japan. Accordingly, the Class B Shares and the Class C Shares may not
be offered, sold or delivered, directly or indirectly, in or into the United
States, Canada, Australia or Japan, except pursuant to exemptions from
applicable requirements of such jurisdictions, and persons in the United States
will not receive any Class B Shares or Class C Shares except pursuant to any
such exemption.



The Offer Document, the Form of Acceptance and the AIM Document contain
important information and will be made available to those Canary Wharf
Shareholders who are able to receive them, as a result of the laws of the
jurisdictions in which they are resident. Canary Wharf Shareholders are advised
to read the Offer Document, Form of Acceptance and the AIM Document (if they are
permitted to receive them).



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


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                                                                       

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