Convertible Bond Offering

26 February 2014

NOT FOR DISTRIBUTION IN OR TO THE U.S., CANADA, AUSTRALIA,

JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH

SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

St. Modwen Properties PLC

Convertible Bond Offering

St. Modwen Properties PLC (the "Company", the "Group" or "St. Modwen") today announces the launch of an offering (the "Offering") of £100m of Guaranteed Convertible Bonds due 2019 (the "Bonds").

The Offering forms part of St. Modwen's wider financial strategy to diversify debt funding sources for the Group, lower debt costs and extend maturities, taking advantage of current favourable market conditions. The net proceeds of the Offering will be used to refinance existing bank debt.

St. Modwen recently published strong operational and financial results for the financial year ended 30 November 2013 including a 56% increase in profit before tax and a 10% increase in EPRA Net Asset Value and continues to make good progress on its residential and commercial activities including major projects at New Covent Garden Market in Nine Elms, London; Longbridge in Birmingham and Swansea University's Bay Campus.

The Bonds will be issued by St. Modwen Properties Securities (Jersey) Limited (the "Issuer"), a wholly-owned subsidiary of the Company incorporated in Jersey, and will be guaranteed by the Company. The Bonds will be senior and unsecured obligations of the Issuer and will be subject to a negative pledge in customary Eurobond form.

The Bonds will be issued at par and are expected to carry a coupon of between 2.625% and 3.125% per annum payable semi-annually in arrear and will, subject to certain conditions and a cash settlement option at the discretion of the Company, be convertible into preference shares of the Issuer which will be automatically and mandatorily exchangeable into fully paid ordinary shares of the Company (the "Shares") or, if the cash settlement option is exercised by the Company, the equivalent amount in cash for such Shares. The initial conversion price is expected to be set at a premium of between 27.5% and 35% above the volume weighted average price of the Shares from market open to close of trading on 26 February 2014. The conversion price will be subject to customary adjustment provisions set out in the terms and conditions of the Bonds. Settlement is expected to take place on or about 6 March 2014 (the "Settlement Date").

The Issuer will have the option to call all outstanding Bonds at par plus accrued interest (i) on or after 27 March2017 if the value of the underlying Shares per Bond equals or exceeds 130% of the principal amount of the Bond for at least 20 out of 30 consecutive dealing days which must end no earlier than 5 dealing days prior to the date on which notice for redemption is given or (ii) at any time, if less than 15% of the principal amount of the Bonds originally issued remains outstanding. If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 6 March 2019.

It is intended that an application will be made for the Bonds to be listed on a recognised stock exchange (as such term is defined in section 1005 of the Income Tax Act 2007) and admitted to trading prior to the Bond's first interest payment date (expected to be 6 September 2014).

J.P. Morgan Securities plc (which conducts its investment banking business in the UK as J.P. Morgan Cazenove) and The Royal Bank of Scotland plc are acting as Joint Bookrunners in relation to the Offering.

For further information, please contact:

St. Modwen Properties PLC

Tel: 0121 222 9400

Bill Oliver, Chief Executive Officer

Mike Dunn, Group Finance Director

FTI Consulting

Tel: 020 7831 3113

Stephanie Highett

Nick Taylor

About St. Modwen Properties PLC

St. Modwen Properties PLC is the UK's leading regeneration specialist. The company operates across the full spectrum of the property industry from a network of seven regional offices, a residential business and through joint ventures with public sector and industry leading partners.

The Company is focused wholly upon regeneration with an outstanding 25 year track record of adding value by managing schemes through the planning process, remediating contaminated land and active asset management and development.

With extensive experience in dealing with complex and challenging sites, St. Modwen has a land bank of more than 5,900 net developable acres and is focussed on the long-term development of commercial property and residential land.

St. Modwen's extensive national portfolio includes: the regeneration of New Covent Garden Market, London; the transformation of Longbridge, Birmingham; and the on-going regeneration of over 2,500 acres of former industrial land in South Wales which includes the delivery of the first phase of Swansea University's £450m Bay Campus.

St. Modwen Properties PLC is a FTSE 250 company listed on the London Stock Exchange (SMP LN Equity). For more information, please visit www.stmodwen.co.uk.

DISCLAIMER

The information contained in this announcement is for background purposes only and does not purport to be full or complete.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.

The Offering is addressed to, and directed in member states of the European Economic Area which have implemented the Prospectus Directive (the "Prospectus Directive") at, persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (directive 2003/71/EC, as amended) ("qualified investors").In addition, in the United Kingdom, the Offering is directed only at qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within Article 49(2)(a) to (d) of the Order(all such persons together being referred to as "relevant persons"), and (ii) to whom it may otherwise lawfully be communicated under the Order. This communication must not be acted on or relied on by persons who are not relevant persons in the United Kingdom or qualified investors as the case may be. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons or qualified investors as the case may be.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.

Each of J.P. Morgan Securities plc and The Royal Bank of Scotland plc (the "Joint Bookrunners"), each of which is authorised and supervised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to clients of such Joint Bookrunner respectively or for providing advice in relation to the Offering, the Bonds or any other transaction, matter or arrangement referred to in this announcement.

Each of the Company, the Issuer, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the Offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or the Issuer or related investments in connection with the Bonds, the Company, the Issuer or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective directors, officers, employees, affiliates, advisers or agents accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Issuer, its other subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.