PFM Property FD Mgt

RNS Number:6255F
Teesland Plc
25 November 2004



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

                               RECOMMENDED OFFER

                                       By

                                  Teesland Plc

                                      For

                          Property Fund Management Plc

                      Compulsory acquisition of PFM Shares

On 28 October 2004, Teesland Plc ("Teesland") announced that the recommended
offer by British Linen Advisers on behalf of Teesland for the existing issued
and to be issued share capital of Property Fund Management Plc ("PFM") had been
declared wholly unconditional. The board of Teesland now announces that at
3.00pm (London time) on 24 November 2004, Teesland had received valid
acceptances of the Offer in respect of a total of 18,908,762 PFM shares,
representing approximately 84.7 per cent. of the issued ordinary share capital
of PFM.

Prior to 19 August 2004 (the date of the commencement of the Offer Period)
Teesland held 3,305,537 PFM Shares, representing 14.9 per cent. of the issued
share capital of PFM.

Accordingly, Teesland now owns or controls, or has received acceptances of the
Offer in respect of a total of 22,214,299 PFM shares, representing approximately
99.5 per cent. of the issued ordinary share capital of PFM.

As valid acceptances have been received in respect of more than nine-tenths in
value of PFM shares to which the offer relates, Teesland is entitled to exercise
its rights pursuant to sections 428-430F of the Companies Act 1985 (the "Act")
to acquire compulsorily all of the outstanding PFM Shares in respect of which
valid acceptances have not been received. Accordingly, compulsory acquisition
notices pursuant to section 429 of the Act in exercise of such rights have today
been dispatched to the holders of PFM shares who have not yet accepted the
Offer. The transfer of the compulsorily acquired PFM shares is expected to take
place on 5 January 2005.

Consideration in respect of valid acceptances received following the date of
this announcement will be despatched to accepting PFM Shareholders within 14
days of such receipt.

The Offer will remain open for acceptance by PFM Shareholders until 3.00pm on 5
January 2004.

PFM Shareholders who hold their shares in certificated form and who have not yet
accepted the Offer are urged to complete and return their Forms of Acceptance to
Capita IRG, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TH, as soon as possible. Holders of PFM Shares in
uncertificated form may only accept the Offer in respect of such shares by TTE
Instruction in accordance with the procedure set out in paragraph 15 (b) of Part
II of the Offer Document. If you are a CREST sponsored member you should refer
to your CREST sponsor before taking any action. PFM Shareholders who are in any
doubt as to the procedure for acceptance or who require assistance with filling
in the Form of Acceptance should call Capita IRG on 0870 162 3000.

As set out in the Offer Document, Teesland received irrevocable undertakings to
accept or procure the acceptance of the Offer from the PFM Directors and certain
other PFM Shareholders in respect of holdings totalling 10,086,217 PFM Shares,
representing approximately 45.6 per cent. of the existing issued share capital
of PFM. Acceptances under the Offer have been received in respect of these
undertakings and have been included in the total above.

Save as disclosed above, neither Teesland nor any persons acting or deemed to be
acting in concert with it owned any PFM Shares or rights in respect thereof
prior to 19 August 2004 (the date of the commencement of the Offer Period) and,
other than as disclosed above, neither Teesland nor any persons acting or deemed
to be acting in concert with it has acquired or agreed to acquire any PFM Shares
or rights over such shares since that date.

Teesland intends to procure the making of an application by PFM for the
cancellation of the listing of PFM shares on the Official List and trading on
the London Stock Exchange with effect from 5 January 2005 or such later date as
it may determine and, thereafter, to re-register PFM as a private company under
the relevant provisions of the Act.

The Offer remains subject to the terms and conditions set out in the Offer
Document sent to PFM Shareholders on 4 October 2004. The definitions contained
in the Offer Document shall apply for the purposes of this announcement.



The Offer is not being made, directly or indirectly, in or into, or by use of
e-mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange of the United
States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute the violation of the relevant laws of such jurisdiction, and cannot
be accepted by any such use, means or instrumentality or facility from or within
the United States, Canada, Australia or Japan. Accordingly, copies of the Offer
Document, the Form of Acceptance and any related documents are not being mailed
and should not be forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan or any other jurisdictions where to do so
would violate the laws in that jurisdiction. All persons (including, without
limitation, nominees, trustees or custodians) who receive such documents must
not distribute or send them in, into or from United States, Canada, Australia,
Japan or any other jurisdiction where to do so would violate the laws in that
jurisdiction, as doing so may render invalid any purported acceptance of the
Offer.

British Linen Advisers, which is authorised and regulated in the United Kingdom
by the Financial Services Authority Limited, is acting exclusively for Teesland
and no one else in connection with the Offer and will not be responsible to
anyone other than Teesland for providing the protections afforded to customers
of British Linen Advisers nor for providing advice in relation to the Offer.


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

END
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