Proposed Acquisition and Placing

25 November 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

CAPITAL SHOPPING CENTRES GROUP PLC

PROPOSED ACQUISITION OF THE TRAFFORD CENTRE GROUP AND PLACING OF UP TO 62.3 MILLION NEW ORDINARY SHARES

Further to the announcement on 24 November 2010, Capital Shopping Centres Group PLC (the "Company" or "CSC") today announces that it has reached an agreement with Tokenhouse Holdings (IoM) Limited (the "Seller"), one of the holding companies of the Peel Group, under which it will acquire The Trafford Centre Group together with approximately £77 million* in cash from Peel (the "Acquisition") in exchange for up to 167.3 million* new ordinary shares in CSC (the "Consideration Shares") and an aggregate nominal amount of up to £209.0 million* 4.076 per cent. convertible bonds to be issued by CSC (the "Convertible Bonds") to Peel.

CSC also announces that it is placing up to 62.3 million new ordinary shares (the "Placing Shares"), representing up to 9.9 per cent. of the Company's Existing Shares immediately prior to the placing, with institutional and certain other investors through an accelerated Bookbuild process to be carried out by Merrill Lynch International and UBS Limited (the "Placing") at a price to be determined at the close of the Bookbuild (the "Placing Price"). The book will open with immediate effect.

Key transaction highlights:

n The Trafford Centre, located near Manchester, is one of the UK's most successful retail and leisure destinations attracting 35 million customer visits annually, with 1.9 million sq. ft. of retail, catering and leisure space, including approximately 0.2 million sq. ft. at Barton Square, a major homeware and leisure extension.

n The Acquisition involves an equity purchase price of £747.6 million for The Trafford Centre and a further amount of approximately £77 million* in respect of a cash contribution by Peel, in return for the issue of Consideration Shares and Convertible Bonds by CSC to Peel. On the basis of CSC's 30 June 2010 Net Asset Value per share of 368 pence, the Acquisition implies a price for The Trafford Centre of approximately £1.60 billion, taking into account The Trafford Centre Group's net debt of £798 million, which mostly comprises long-dated amortising CMBS notes, and other net liabilities of £54 million at 30 June 2010. This represents a 3 per cent. discount to the 1 November 2010 external valuation of £1.65 billion.

n Specifically, the Acquisition of 100 per cent. of The Trafford Centre will:

n strengthen CSC's position as the leading operator of pre-eminent UK regional shopping centres. Post the Acquisition, CSC will own fourteen UK shopping centres, including ten of the top 25 and four of the top six out-of-town shopping centres;

n significantly increase CSC's presence in the key North West regional market, alongside Manchester Arndale;

n strengthen retailer relationships, add The Trafford Centre's successful leisure and catering offerings and provide an opportunity to combine best practices across CSC and The Trafford Centre;

n provide significant asset management opportunities to grow ERV at The Trafford Centre; and

n further enhance the overall financial position of the Enlarged Group with the addition of The Trafford Centre's high-quality income stream and long-dated CMBS debt.

n The Acquisition will result in Peel holding approximately 19.9 per cent.** of CSC's Enlarged Issued Share Capital (and approximately 24.9 per cent.** assuming conversion of the Convertible Bonds); John Whittaker, Chairman of Peel and a highly regarded real estate investor, will join the Board of CSC as a Non-Executive Director and Deputy Chairman.

n The Placing strengthens the overall financial position of the Group, reducing the loan to value ratio from 53 per cent. to approximately 47 per cent.*, and increases the Group's flexibility to invest further in its existing key assets. Following the Acquisition and the Placing, after funding certain items arising as a result of the Acquisition, the Enlarged Group is expected to have headroom in terms of cash and committed facilities of approximately £360 million*.

CSC intends to publish a combined prospectus and circular containing further details relating to the Acquisition as soon as practicable. The Acquisition is subject to the approval of CSC's Shareholders at an Extraordinary General Meeting which is expected to be held on 20 December 2010.

Commenting on the transaction, Patrick Burgess MBE, Chairman of CSC, said:

"We are delighted to announce this significant transaction which represents an outstanding opportunity for shareholders. We are looking forward to welcoming Peel as a major shareholder and to benefiting from John Whittaker's expertise on the board of Capital Shopping Centres Group PLC. The Trafford Centre is an exceptional asset which will be an important component of the Group's long term future prospects. In addition, the Placing will substantially strengthen the Group's financial position to the benefit of all shareholders."

Commenting on the transaction, David Fischel, Chief Executive of CSC, said:

"The transaction fits well with the strategy of establishing CSC as the leading developer, owner and manager of pre-eminent UK regional shopping centre destinations and the Placing improves the Group's financial flexibility to pursue the range of active management projects under consideration. We look forward to working with John Whittaker and The Trafford Centre team and to strongly driving forward the Group's overall performance."

Commenting on the transaction, John Whittaker, Chairman of Peel, said:

"The prospect of blending The Trafford Centre with the Capital Shopping Centres portfolio is very exciting. Capital Shopping Centres is widely regarded as the leading owner and operator of pre-eminent UK regional shopping centres and through Peel's investment of equity, assets and expertise we hope to assist in taking the Company forward to new heights. I am relishing the prospect of joining CSC's highly professional and experienced Board and working with the CSC team to further the success of the Company."

Merrill Lynch International is acting as Sponsor in connection with the Placing. Merrill Lynch International and UBS Limited are acting as Joint Bookrunners in connection with the Placing. RBS Hoare Govett is acting as Lead Manager in connection with the Placing.

Merrill Lynch International is acting as Sponsor and financial adviser to CSC in connection with the Acquisition. UBS Limited is also providing financial advice to the Company in connection with the Acquisition.

CONFERENCE CALL:

A conference call for analysts and investors will be held today at 08.00 GMT. To access the conference call, please dial:

A replay facility will be available for 14 days to 8 December 2010. To access the replay, please dial:

A presentation relating to the Acquisition is available for download on the Group's website http://www.capital-shopping-centres.co.uk/news/press_releases.

A copy of this announcement is also available for download at www.capital-shopping-centres.co.uk.

*Assumes a Placing Price of 368 pence per Ordinary Share (equivalent to 30 June 2010 CSC Net Asset Value per share) and the issue of 62.3 million Placing Shares. The size of the cash component of the Acquisition (indicative figure of approximately £77 million shown in this Announcement) is calculated by reference to, and therefore will ultimately depend on, the actual Placing Price and the actual number of Placing Shares issued (both of which are to be determined in the Bookbuild). The number of Consideration Shares and the nominal amount of Convertible Bonds to be issued to Peel are also calculated by reference to, and therefore will ultimately depend on, the actual number of Placing Shares to be issued (which is being determined in the Bookbuild).

**Following the Acquisition and Placing, Peel will hold 19.8 per cent. and 24.7 per cent. of CSC's Enlarged Issued Share Capital which, excluding 6.1 million Ordinary Shares held by the Company's employee share plans which do not normally vote, equates to 19.9 per cent. of the Ordinary Shares (post transaction) and 24.9 per cent. assuming conversion of the Convertible Bonds.

ENQUIRIES:

Capital Shopping Centres Group PLC: +44 (0)20 7887 4220

David Fischel Chief Executive

Matthew Roberts Finance Director

Kate Bowyer Investor Relations

BofA Merrill Lynch: +44 (0)20 7628 1000

Simon Mackenzie-Smith

Simon Fraser

George Close-Brooks

Rajan Somchand

UBS Investment Bank: +44 (0)20 7567 8000

Hew Glyn Davies

Jonathan Bewes

Fergus Horrobin

Chris Madderson

RBS Hoare Govett: +44 (0)20 7678 8000

Justin Jones

Sara Hale

Lee Morton

Hudson Sandler (CSC UK Public Relations) +44 (0)20 7796 4133

Michael Sandler

Wendy Baker

College Hill Associates (CSC SA Public Relations) +27 (0)11 447 3030

Nicholas Williams

Financial Dynamics (Peel Public Relations) +44 (0)20 7269 9343

Dominic Morgan

J.P. Morgan Cazenove (Peel financial adviser) +44 (0)20 7742 4000

Robert Fowlds

Edouard Asselin

1. Background to and reasons for the Acquisition

The Group is the leading specialist developer, owner and manager of pre-eminent UK regional shopping centres. CSC owns thirteen regional shopping centres amounting to 14.1 million sq. ft. of retail space which, in aggregate, are externally valued at £5.0 billion as at 1 November 2010. The Trafford Centre, located near Manchester in the United Kingdom, is one of the country's most successful retail and leisure destinations. The Trafford Centre was externally valued at £1.65 billion as at 1 November 2010 and has over 230 units (including over 50 catering and leisure units). The Trafford Centre has 1.9 million sq. ft. of retail, catering and leisure space, including approximately 0.2 million sq. ft. at Barton Square, a major homeware and leisure extension.

CSC aims to be the landlord of choice for retailers and to provide compelling destinations for shoppers. The Trafford Centre is expected to fit well with this strategy, enhancing the market-leading position of CSC as an operator of pre-eminent UK regional shopping centres.

The Board believes that the Acquisition provides a rare opportunity to acquire 100 per cent. ownership of a pre-eminent UK out-of-town regional shopping centre and conforms with CSC's strategy of focusing on the UK's largest and most successful shopping centre destinations, reflecting the continuing trend for trade to concentrate into fewer retail locations. The Acquisition is consistent with the objective of the Demerger which was to create a pure, high quality UK regional shopping centre REIT which is attractive to investors and vendors of assets. It is expected that the Acquisition and the Placing will have a neutral impact on earnings per share in the first full year and on Net Asset Value per share*.

\* This statement does not constitute and should not be construed as a profit forecast.

The Board believes that the Acquisition will create a higher quality and more robust business that is capable of generating improved total returns for Shareholders by:

(a) strengthening the Company's position as the leading operator of pre-eminent UK regional shopping centres:

n CSC will own ten of the top 25 shopping centres and four of the top six out-of-town shopping centres. The Acquisition will increase the number of pre-eminent shopping centres owned by CSC from thirteen to fourteen of the UK's top 50 regional shopping centres, representing more than any other operator; and

n the proportion of the Group's property portfolio in pre-eminent out-of-town shopping centres will increase from 52 per cent. to 64 per cent. as a result of the Acquisition, and the Enlarged Group's share of the prime regional shopping centre sector will rise to 33 per cent.

(b) significantly increasing the Group's presence in the key North West regional retail market (alongside the Group's investment in the Manchester Arndale Centre) which is the UK's largest regional retail market outside Greater London and South East England:

n the Acquisition enables CSC to replicate the cluster strategy successfully implemented in the North East region involving the Metrocentre, Gateshead and Eldon Square, Newcastle.

(c) realising operating benefits at both The Trafford Centre and across the Company's existing portfolio:

n the Acquisition strengthens relationships with existing retailers, such as John Lewis, Hollister and Superdry, and introduces certain key new names to CSC, such as Selfridges, LEGO, DKNY and Skechers, increasing CSC's ability to offer flagship locations to leading retailers;

n The Trafford Centre's successful leisure and catering operations add to the Group's overall expertise and involvement in this important category; and

n the Acquisition offers the opportunity to combine best practices across CSC and The Trafford Centre Group, strengthening the media attractiveness of the combined portfolio (in relation to advertising, for example) with over 300 million customer visits per annum, and through the ability to introduce CSC's group purchasing opportunities in service charge expenditure.

(d) providing significant asset management opportunities to grow ERV at The Trafford Centre, in addition to CSC's existing organic growth plans, especially given that the original structure of The Trafford Centre was built to accommodate additional floors, thereby enabling cost-effective expansion. Such opportunities include:

n the introduction of additional Major Space User flagship stores, given that there are only eight Major Space Users compared to fourteen at Lakeside, Thurrock;

n the creation of additional retail space from the conversion of dormant space, subject to planning permission;

n the creation of space to enable unit re-configurations; and

n the continued strengthening of the Barton Square offering, including the scope for expansion as a tourist destination and broadening of the retail mix.

(e) through the Placing, strengthening the overall financial position of the Group:

n the Placing will reduce the Group's loan to value ratio to the Board's stated desired range of between 40 per cent. and 50 per cent.;

n the Placing increases the Group's flexibility to invest further in its existing key assets; and

n the proceeds of the Placing facilitate the repayment of the £81 million facility secured upon Barton Square.

(f) through the Acquisition, enhancing the overall financial position of the Enlarged Group through:

n the addition of The Trafford Centre Group's high quality income stream; and

n the long-dated CMBS notes related to The Trafford Centre with final repayment in 2035.

Following the Acquisition and the Placing, after funding certain items arising as a result of the Acquisition, the Enlarged Group is expected to have headroom in terms of cash and committed facilities of approximately £360 million*.

The Placing and the Group's investment strategy are fully supported by Peel.

The Acquisition represents an exceptional opportunity for CSC, particularly in an environment where the supply of new shopping centres has reduced following the recent economic downturn.

The Gordon family, which holds 14.6 per cent. of CSC's Existing Shares, is fully supportive of the proposed transaction.

2. Recent developments

Simon Property Group, a 5.6 per cent. Shareholder in the Company, was contacted on 23 November 2010 regarding the Acquisition and the Placing. Simon Property Group requested in a letter to CSC received on 24 November 2010 that CSC not proceed further with the Acquisition and the Placing until it had had the opportunity to present CSC with a potential cash offer for the Company at an unspecified premium to Net Asset Value. The letter did not contain any offer or indicative offer nor provide any certainty that an offer would be made. The Board of CSC has concluded that it is not in Shareholders' interests to delay the Placing and has determined to proceed with the Acquisition and the Placing. Shareholders in the Company will have an opportunity to vote on the Acquisition at the Extraordinary General Meeting which is expected to be convened for 20 December 2010. This has been communicated to Simon Property Group.

Shareholders should be aware that there is no certainty that an offer will be made nor as to the terms upon which any such offer may be made. This announcement has been made without the consent of Simon Property Group.

3. Details of the Placing

CSC intends to place up to 62.3 million new ordinary shares, representing up to 9.9 per cent. of CSC's Existing Shares immediately prior to the Placing, with institutional and certain other investors.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated Bookbuild process to be carried out by Merrill Lynch International and UBS Limited (the "Joint Bookrunners"). The book will open with immediate effect. The Bookbuild is expected to close no later than 4.30 p.m. (London time) today but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Placing Price and the number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and will then be announced on a Regulatory Information Service (the "Pricing Announcement").

The proceeds of the Placing will strengthen the overall financial position of the Group and will be used to:

(a) reduce the Group's loan to value ratio to the Board's stated desired range of between 40 per cent. and 50 per cent.;

(b) increase the Group's financial flexibility, thus permitting additional investment in, and so enhancing returns from, its pre-eminent UK regional shopping centres, including the asset acquired pursuant to the Acquisition; and

(c) repay the bank loan of The Trafford Centre Group of £81 million which is secured upon Barton Square and to reprofile certain derivative financial instruments with an estimated cost of approximately £33 million.

If the Acquisition does not proceed, the proceeds of the Placing will be used for capital investment in the Group's existing UK regional shopping centres.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company's Existing Shares, including the right to receive all dividends and other distributions declared, made or paid, in respect of such shares after the date of issue of the Placing Shares.

The Placing is conditional, inter alia, upon Placing Admission becoming effective and the Placing and Sponsor's Agreement not being terminated. It is anticipated that the settlement date will be 30 November 2010.

The Company will apply for admission of the Placing Shares to the Official List of the Financial Services Authority and to listing on the London Stock Exchange's main market for listed securities. It is expected that UK Admission in respect of the Placing Shares will take place and that trading will commence on 30 November 2010. Subject to all conditions being fulfilled, the Company will also apply to the Johannesburg Stock Exchange for the listing of the Placing Shares on the Main Board of the Johannesburg Stock Exchange. It is expected that the listing of the Placing Shares on the Johannesburg Stock Exchange will take place on 30 November 2010.

As part of the Placing, the Company has agreed that, save in connection with the Acquisition, it will not issue or sell any Ordinary Shares for a period of 90 days after Placing Admission, without the prior consent of the Joint Bookrunners. This agreement does not, however, prevent the Company from granting or satisfying exercises of options granted pursuant to existing employee share schemes of the Company as disclosed in publicly available information.

Merrill Lynch International is acting as Sponsor in connection with the Placing. Merrill Lynch International and UBS Limited are acting as Joint Bookrunners in connection with the Placing. RBS Hoare Govett is acting as Lead Manager in connection with the Placing. The Banks have entered into the Placing and Sponsor's Agreement with the Company under which, subject to the conditions set out in that agreement, Merrill Lynch International and UBS Limited have agreed to use reasonable endeavours to procure Subscribers and, to the extent that any such Subscribers default, the Banks have agreed to subscribe themselves for such Placing Shares.

Further details of the terms and conditions of the Placing and the Placing and Sponsor's Agreement are summarised in Appendices 2 and 4 to this Announcement.

4. The terms of the Acquisition

Pursuant to the Acquisition, CSC will acquire The Trafford Centre Group and receive approximately £77 million* in cash in exchange for up to 167.3 million* Consideration Shares of 50 pence each and an aggregate nominal amount of up to £209.0 million* Convertible Bonds. The number of Ordinary Shares and the aggregate nominal amount of Convertible Bonds to be issued will be determined such that in effect:

n 155.0 million Consideration Shares are being issued at a price per share of 368 pence and £177.2 million Convertible Bonds are being issued at par in respect of the acquisition of The Trafford Centre itself, implying an equity purchase price of £747.6 million; and

n Up to 12.3 million* Consideration Shares are being issued at the Placing Price and up to £31.8 million* Convertible Bonds are being issued at a premium or discount to their par value (depending on the premium or discount of the Placing Price to 368 pence) for approximately £77 million* in cash.

The price per share of 368 pence, in respect of the acquisition of The Trafford Centre itself, is equivalent to CSC's diluted, adjusted, Net Asset Value per share at 30 June 2010 and implies a valuation for The Trafford Centre of £1.60 billion (including Barton Square at £85 million), taking into account The Trafford Centre Group's net debt of £798 million and other net liabilities of £54 million at 30 June 2010. This represents a 3 per cent. discount to the 1 November 2010 valuation. As a result, the transaction, after payment of the REIT entry charge and transaction costs, has no material impact on the Group's Net Asset Value per share.

Between 30 June 2010 and 1 November 2010, CSC's property valuations have increased by 1.2 per cent., equivalent to an increase in Net Asset Value of 9 pence per share.

The Acquisition will result in Peel holding up to 169.7 million* Ordinary Shares (including Ordinary Shares owned prior to the Acquisition) and up to £209.0 million* in aggregate nominal amount of Convertible Bonds, representing 19.8 per cent. of the Enlarged Issued Share Capital of CSC, and 24.7 per cent. assuming conversion of the Convertible Bonds. The Consideration Shares will be issued as fully paid and will rank pari passu in all respects with the Existing Shares, including the right to receive in full all dividends and other distributions (if any) declared, made or paid after the closing date of the Acquisition.

The Convertible Bonds will be perpetual subordinated bonds, convertible into Ordinary Shares of the Company at the option of the bondholder any time after 2 years from the date of issue, or earlier in certain limited circumstances (including on the making of a takeover offer for the Company). The initial conversion price will be 368 pence per Ordinary Share. The initial conversion price may be adjusted downwards from time to time in accordance with the terms and conditions of the Convertible Bonds, including in circumstances where the Company pays a dividend in respect of its Ordinary Shares in excess of 15 pence in respect of any fiscal year. The Convertible Bonds will bear interest at a rate of 4.076 per cent. per annum payable semi-annually in arrear.

The Company intends to make an application for the admission to listing of the Convertible Bonds on the official list of the FSA and to trading on the Professional Securities Market of the London Stock Exchange.

The cash component of the Acquisition will principally be used to fund:

n the REIT entry charges payable as a result of the Acquisition, estimated to be approximately £33 million; and

n active management initiatives at The Trafford Centre.

Upon acquisition of The Trafford Centre Group, The Trafford Centre will automatically become part of the CSC Group REIT tax-exempt group and this will require the Enlarged Group to pay a REIT entry charge of approximately £33 million described above.

In connection with the Acquisition, the Company and the Seller have entered into the Acquisition Agreement. A summary of the principal terms of the Acquisition Agreement is set out in Appendix 4 to this Announcement.

The Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires the approval of Shareholders. A combined prospectus and circular containing further details of the Acquisition, and including the notice to convene the Extraordinary General Meeting, will be posted to Shareholders as soon as practicable. The Extraordinary General Meeting is currently expected to be held on 20 December 2010.

The Acquisition is also conditional upon, inter alia, completion of the Placing, and the admission of the Consideration Shares to trading on the London Stock Exchange and to listing on the Official List. The long stop date for the satisfaction or waiver of each condition to the Acquisition Agreement is 31 January 2011. Completion of the Acquisition is currently expected to take place on 22 December 2010.

5. Information relating to the Trafford Centre Group

The principal activity of The Trafford Centre Group is the ownership and operation of The Trafford Centre, one of the pre-eminent retail and leisure destinations in the North West of England. Since its opening in September 1998, visitor numbers have grown year on year and The Trafford Centre is one of the most successful retail and leisure destinations in the United Kingdom. The Trafford Centre is located approximately six miles to the west of the city centre of Manchester and The Trafford Centre covers 142 acres and has over 230 units (including over 50 catering and leisure units). The Trafford Centre has 1.9 million sq. ft. of retail, catering and leisure space, including approximately 0.2 million sq. ft. at Barton Square, a major homeware and leisure extension. Anchor tenants include Selfridges, Debenhams, John Lewis and Marks & Spencer.

The Trafford Centre Group's property assets were externally valued on 1 November 2010 at £1.65 billion, representing (excluding Barton Square) a net initial yield of 5.01 per cent. and a nominal equivalent yield of 5.58 per cent. Day 1 income including Barton Square was £88 million as at 1 November 2010 and ERV was £105 million.

As at 31 March 2010, The Trafford Centre Group had investment properties of £1,678.4 million; net debt was £803.3 million representing a debt to assets ratio of 47.9 per cent. which compares to CSC's loan to value ratio of 53.3 per cent. at 30 June 2010.

In the year ended 31 March 2010, The Trafford Centre Group had revenue of £98.7 million and made a consolidated profit for the year of £170.6 million.

The Trafford Centre's retailer mix is diverse. The top 20 tenants account for 37.7 per cent. of the Trafford Centre's rent roll. National or international multiple retailers represent over 95 per cent. of the rent roll.

As at 30 September 2010, The Trafford Centre's occupancy level was 98 per cent. by rent and there were five void units. Since 31 March 2010, there have been ten new lettings where solicitors have been instructed and/or terms have been issued and five administrations exchanged.

Rent review settlements have been agreed in line with The Trafford Centre Group's expectations and the successful conclusion of the 2008 rent review programme resulted in a healthy rent roll which, coupled with the success in letting the significant majority of void units, has put The Trafford Centre in a very strong position. As at 30 September 2010, there were five and eleven rent reviews under negotiation in relation to 2009 and 2010 respectively.

As at 31 March 2010, the value of the gross assets which are the subject of the Acquisition amounted to £1.7 billion.

6. The Relationship Agreement and the Proposed Director

The Peel Group, of which The Trafford Centre Group forms part, is a leading infrastructure, transport and real estate enterprise in the UK with assets owned and under management in excess of £6 billion. Founded by John Whittaker in 1971, the Peel Group has grown through a philosophy of recycling capital and long term investment, predominantly in the North West of England. The Peel Group holds significant investments in a number of growing businesses, including ports, media, energy, land, developments, investment property, environmental assets, airports, hotels, utilities and advertising, as well as a portfolio of investments in quoted companies.

The Trafford Centre Group is being disposed of by the Seller, itself one of the holding companies of the Peel Group. The Peel Group is controlled by the Billown Trust. The Billown Trust (of which John Whittaker is a discretionary beneficiary) is based in the Isle of Man and owns 73.2 per cent. of the Peel Group. The remainder of the Peel Group is owned by the Olayan Group which is a private multinational enterprise comprising 50 companies and affiliated businesses engaged in distribution, manufacturing, services and investment in Saudi Arabia. It operates or actively participates in more than 40 companies, often in partnership with leading multinationals. Internationally it is a global investor, with emphasis on both public and private equities and on fixed income securities.

On the completion of the Acquisition, Peel will have a shareholding representing 19.8 per cent. of the Enlarged Issued Share Capital of the Company and will be a related party for the purposes of the Listing Rules. The Company and the Seller will enter into a Relationship Agreement to govern the relationship between the Group and the Wider Peel Group.

The Wider Peel Group will be restricted under the Relationship Agreement from holding more than 24.9 per cent. of the Ordinary Shares of the Company for the first year after completion of the Acquisition, and from holding more than 29.9 per cent. for the following two years (assuming in each case that the Convertible Bonds are converted in full). It also cannot announce or make a takeover offer during such period without the consent of the Board. These restrictions will not apply in certain circumstances, including if a third party announces a firm intention to make a takeover offer for the Company.

The Wider Peel Group may not dispose of any Ordinary Shares in the first year after completion of the Acquisition. Thereafter, the Wider Peel Group may dispose of Ordinary Shares save that, in the second year, it may not dispose of more than 4.9 per cent. to a single Shareholder, and, in the third year, no more than 9.9 per cent. In the fourth and fifth years, it may not dispose of any Ordinary Shares to a single Shareholder such that that Shareholder owns more than 14.9 per cent. of the Company unless that Shareholder makes a takeover offer for the Company. It may also not sell the Convertible Bonds during such three year period. These restrictions will not apply in certain circumstances, including if a third party makes a takeover offer for the Company. Peel is also entitled to pledge the Consideration Shares and Convertible Bonds for the purposes of providing security for borrowings and Peel intends to exercise this right.

As part of the Relationship Agreement, the Company has agreed not to dispose of its interest in The Trafford Centre during the 36 month period following completion of the Acquisition. It has further agreed, subject to certain exceptions, not to materially change the management and operational structure or to reduce the workforce at The Trafford Centre for one year after completion of the Acquisition.

Following completion of the Acquisition, Peel will have the right to appoint one Non-Executive Director subject to it maintaining a shareholding in the Company of at least ten per cent. Initially Peel will appoint John Whittaker, Chairman of Peel and a highly regarded real estate investor, to the Board of CSC who will also be the Deputy Chairman of the Group. Under the provisions of the UK Corporate Governance Code, at least half the Board, excluding the Chairman, should comprise independent non-executive directors. John Whittaker will not be considered independent upon his appointment and the Company's Nomination and Review Committee will consider the need for the appointment of an additional independent non-executive director after the Acquisition. Under his proposed letter of appointment, Mr. Whittaker's first election by shareholders will be at the 2011 Annual General Meeting of the Company, for an initial term of three years expiring at the 2014 Annual General Meeting. Mr Whittaker will not receive any fee for his role as a Non-Executive Director. Mr. Whittaker will be entitled to be reimbursed reasonable and proper travelling expenses for attendance at board meetings and other meetings at which the Company requires his attendance.

Further details of the principal terms of the Relationship Agreement are set out in Appendix 4 to this Announcement.

7. Financial position and current trading and prospects

CSC

CSC's interim management statement for the period from 1 July 2010 to 3 November 2010 was published on 3 November 2010 and can be downloaded from CSC's website at www.capital-shopping-centres.co.uk.

The Trafford Centre

For the six month period to 30 September 2010, the unaudited management accounts showed net rental income of £41.5 million. Deducting administration costs of £3.1 million and net finance costs (excluding the impact of fair value movements on derivatives) of £26.1 million, gives a profit before tax and revaluation movements of £12.3 million. The charge for the fair value of movements in derivatives in the six month period was £22.0 million.

Occupancy levels have remained high, increasing to 98 per cent. at 30 September 2010. Since 31 March 2010, only one new tenant has entered administration and letting activity in the period showed ten new lettings achieved. In addition, a number of further units have opened in the period or are due to open by the end of the year. Footfall for the period 1 January 2010 to 30 September 2010 was approximately ten per cent. higher than for the equivalent period in 2009.

8. Dividend policy

The Board reviewed and revised its dividend policy at the time of the Demerger. There will be no change in the Company's dividend policy as a result of the Acquisition.

The Company intends to pay a total dividend of not less than 15 pence per Ordinary Share with respect to the year ending 31 December 2010 with a 10 pence final dividend for 2010 expected to be paid in the second quarter of 2011.

*Assumes a Placing Price of 368 pence per Ordinary Share (equivalent to 30 June 2010 CSC Net Asset Value per share) and the issue of 62.3 million Placing Shares. The size of the cash component of the Acquisition (indicative figure of approximately £77 million shown in this Announcement) is calculated by reference to, and therefore will ultimately depend on, the actual Placing Price and the actual number of Placing Shares issued (both of which are to be determined in the Bookbuild). The number of Consideration Shares and the nominal amount of Convertible Bonds to be issued to Peel are also calculated by reference to, and therefore will ultimately depend on, the actual number of Placing Shares to be issued (which is being determined in the Bookbuild).

IMPORTANT NOTICE

This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this document except on the basis of information in this Announcement and the combined circular and prospectus (the "Prospectus") which is expected to be published in connection with the Acquisition and the admission of the shares being issued by the Company in connection with the Placing and Acquisition. The Prospectus, if and when published, will be available from the registered office of the Company at 40 Broadway, London SWlH 0BT and on the Company's website at www.capital-shopping-centres.co.uk. The Prospectus (if published) will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandown, Sandton 2196, South Africa, up to and including the date of Admission of the Consideration Shares.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus and any other documentation associated with the Acquisition and Placing and/or the transfer of the Consideration Shares and Placing Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into Australia or Canada or Japan or the United States. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction in which such offer or solicitation is unlawful. No action has been taken by the Company that would permit an offer of the Consideration Shares and Placing Shares or possession or distribution of this Announcement, the Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The securities mentioned herein have not been and will not be registered under the US Securities Act or under any securities laws of any State or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any State or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States. This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, and Merrill Lynch South Africa, which is a registered sponsor and member of the JSE, are acting exclusively for CSC and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Admission and will not be responsible to anyone other than CSC for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document.

UBS Limited is acting exclusively for CSC and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Admission and will not be responsible to anyone other than CSC for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document.

RBS Hoare Govett Limited is acting exclusively for CSC and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Admission and will not be responsible to anyone other than CSC for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document.

This document contains or incorporates by reference "forward-looking statements", within the meaning of Section 27A of the US Securities Act and Section 21E of the US Exchange Act, regarding the belief or current expectations of the Group, its Directors and other members of its Senior Management about the Group's businesses and the transactions described in this document, including statements relating to possible future write-downs and its capital planning projections. Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements.

These statements are further qualified by the risk factors disclosed in or incorporated by reference in this document that could cause actual results to differ materially from those in the forward-looking statements. See Appendix 3 entitled Risk Factors.

These forward-looking statements speak only as at the date of this document. Except as required by the FSA, the London Stock Exchange, the Johannesburg Stock Exchange, the Part VI Rules or applicable law, CSC does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange, the Johannesburg Stock Exchange, the Part VI Rules or applicable law, CSC expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in CSC's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The contents of this Announcement are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of the Company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the Company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the Company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the Company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the Company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the Company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the Company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the Company and by any offeror and Dealing Disclosures must also be made by the Company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the Company and any offeror in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

APPENDIX 1

INDICATIVE TIMETABLE

Each of the times and dates in the table below is indicative only and may be subject to change.

Notes:

(a) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by CSC, in which event details of the new times and dates will be notified to the UK Listing Authority, and an announcement will be made on a Regulatory Information Service and on SENS and, if appropriate, will be notified to Shareholders. Notwithstanding the foregoing, Shareholders may not receive any further written communication.

(b) References to times in this document are to London times unless otherwise stated.

(c) Transfers of Ordinary Shares between the principal CSC UK Register and the CSC SA Register will be prohibited and the registration of CSC Ordinary Shares on the SA Register will be suspended from the close of business on 9 December 2010 until the Record Date for voting at Extraordinary General Meeting.

APPENDIX 2

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED SUBSCRIBERS ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT (A) PERSONS 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 (THE "ORDER"), AS AMENDED; (B) MEMBERS OR CREDITORS OF A CORPORATE BODY WITHIN THE MEANING OF ARTICLE 43 OF THE ORDER, (C) THOSE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (D) THOSE PERSONS TO WHOM IT CAN OTHERWISE LAWFULLY BE DISTRIBUTED (EACH A "RELEVANT PERSON").

THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED OR RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO (A) IN THE UNITED KINGDOM, RELEVANT PERSONS AND, (B) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE OR FORM PART OF AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE ''SEC''), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. PERSONS (INCLUDING WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT OR THE PROSPECTUS SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A DISCLOSURE DOCUMENT OR PRODUCT DISCLOSURE STATEMENT FOR THE PURPOSES OF THE AUSTRALIAN CORPORATIONS ACT 2001 AND WILL NOT BE LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. THE PLACING IS VOID AND INCAPABLE OF ACCEPTANCE IN AUSTRALIA BY ANY PERSON WHO IS NOT A SOPHISTICATED INVESTOR, PROFESSIONAL INVESTOR OR WHOLESALE CLIENT FOR THE PURPOSES OF THE CORPORATIONS ACT 2001.

lf a Subscriber indicates to Merrill Lynch International and/or UBS Limited (the "Joint Bookrunners") that it wishes to participate in the Placing by making an oral offer to acquire Placing Shares, it will be deemed to have read and understood this Appendix 2 and the announcement of which it forms part in their entirety (together with the Appendix, hereinafter, this "Announcement") and the Pricing Announcement and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in this Announcement. In particular each such Subscriber represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only. Further, each such Subscriber represents, warrants and agrees that (a) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares subscribed for and/or purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; and (b) it is either (i) outside the United States and is subscribing for Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States; or (ii) a qualified institutional buyer" ("QlB") (as defined in Rule 144A under the US Securities Act) or purchasing Placing Shares on behalf of a QlB, and who will sign the US Investor Letter.

The distribution of this Announcement and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Joint Bookrunners and RBS Hoare Govett Limited (the "Banks") or the Company that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Banks and the Company to inform themselves about and to observe any such restrictions.

Each Subscriber's commitments will be made solely on the basis of the information set out in this Announcement, the Pricing Announcement and the Prospectus. Each Subscriber, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of any of the Banks or the Company and none of the Banks, the Company or any person acting on such person's behalf nor any of their Affiliates has or shall have liability for any Subscriber's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Subscriber acknowledges and agrees that it has relied on its own investigation on the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability will be accepted by any of the Banks or any of their respective employees, Affiliates, advisers or agents or any other person as to or in relation to, the accuracy or completeness of any of the Prospectus or this Announcement or any other written or oral information made available to or publicly available to any Subscriber, any person acting on such Subscriber's behalf or any of their respective advisers, and any liability therefore is expressly disclaimed.

Subscribers are referred to this Announcement, the Pricing Announcement and the Prospectus, which the Company intends to publish once finalised, containing details of, inter alia, the Placing. This Announcement and the Prospectus have been prepared and issued, or will be issued, by the Company, and each of these documents is and will be the sole responsibility of the Company.

Principal terms of the Placing

The principal terms upon which the Placing will be conducted are set out below:

(a) Merrill Lynch International and UBS Limited are acting as joint bookrunners and as agents of the Company and RBS Hoare Govett is acting as lead manager.

(b) Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. Merrill Lynch International, UBS Limited, RBS Hoare Govett and their respective Affiliates are each entitled to enter bids in the Bookbuild as principal.

(c) The Bookbuild will establish a single price payable to the Joint Bookrunners by all Subscribers whose bids are successful (the ''Placing Price''). The Placing Price will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. Any discount to the market price of the ordinary shares of the Company will be determined in accordance with the UKLA Listing Rules and, to the extent applicable, the listing requirements of the JSE. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the ''Pricing Announcement'').

(d) To bid in the Bookbuild, Subscribers should communicate their bid by telephone to their usual sales or equity capital markets contact at Merrill Lynch International or UBS Limited. Each bid should state the number of Placing Shares which the prospective Subscriber wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. A bid in the Bookbuild will be legally binding on the Subscriber by which, or on behalf of which, it is made and will not be capable of variation or revocation by such person after the close of the Bookbuild. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph (i) below.

(e) The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 25 November 2010 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

(f) Each prospective Subscriber's allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed orally by the Joint Bookrunners as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Subscriber) in favour of the Company and the Joint Bookrunners to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.

(g) Each prospective Subscriber's allocation and commitment will be evidenced by a contract note issued to such Subscriber by the Joint Bookrunners. The terms of these paragraphs (a) to (o) will be deemed incorporated in that contract note.

(h) Each Subscriber will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners (as agents of the Company), to pay to the Joint Bookrunners (or as they may direct) in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Subscriber has agreed to subscribe for and the Company has agreed to allot and issue to that Subscriber. Each Subscriber's obligation will be owed to the Company and to the Joint Bookrunners.

(i) The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs (d) and (e) above above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

(j) A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Subscriber on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.

(k) Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Subscriber (or its agent), in its capacity as Subscriber (or agent), other than with such Subscriber's prior written consent.

(l) Irrespective of the time at which a Subscriber's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

(m) All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' below and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing and Sponsor's Agreement'.

(n) By participating in the Bookbuild, each Subscriber will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Subscriber.

(o) To the fullest extent permissible by law, none of Merrill Lynch International, UBS Limited, RBS Hoare Govett nor any of their respective Affiliates shall have any liability to Subscribers (or to any other person whether acting on behalf of a Subscriber or otherwise). In particular, none of Merrill Lynch International, UBS Limited, RBS Hoare Govett nor any of their respective Affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The principal conditions to the Placing are set out below:

The Placing is conditional upon the Placing and Sponsor's Agreement becoming unconditional and not having been terminated in accordance with its terms in respect of the Placing.

The obligations of the Joint Bookrunners under the Placing and Sponsor's Agreement are, and the Placing is, conditional on, inter alia:

(a) Admission occurring by not later than 8.00 a.m. (London time) on 30 November 2010 (or such later time and/or date as the Company with the Joint Bookrunners may agree);

(b) the warranties, representations and undertakings given by the Company in the Placing and Sponsor's Agreement being true and accurate and not misleading in any respect on and as of the date of the Placing and Sponsor's Agreement and at any time prior to Placing Admission; and

(c) the fulfilment by the Company of its obligations under the Placing and Sponsor's Agreement which are required to be performed or satisfied on or prior to Placing Admission, save to the extent that any non-compliance is not material in the context of the Placing,

(all such conditions included in the Placing and Sponsor's Agreement being each a ''condition'' and together the ''conditions'').

If any condition in the Placing and Sponsor's Agreement is not satisfied or waived in accordance with the Placing and Sponsor's Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or has become incapable of being satisfied or the Placing and Sponsor's Agreement is terminated in accordance with its terms, the Placing will lapse and the Subscriber's rights and obligations under these terms and conditions shall cease and terminate at such time and each Subscriber agrees that no claim can be made by or on behalf of the Subscriber (or any person on whose behalf the Subscriber is acting) in respect thereof.

The Joint Bookrunners may at their sole discretion and upon such terms as they think fit, waive compliance by the Company with, or extend the time and/or date for fulfilment by the Company of the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Sponsor's Agreement, save that certain conditions, including the condition relating to Placing Admission referred to in paragraph (a) above may not be waived. Any such extension or waiver will not affect Subscribers' commitments as set out in this Announcement.

None of Merrill Lynch International, UBS Limited, RBS Hoare Govett nor any of their respective Affiliates nor the Company shall have any liability to any Subscriber (or to any other person whether acting on behalf of a Subscriber or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally.

Termination of the Placing and Sponsor's Agreement

The rights of the Joint Bookrunners to terminate the Placing are set out below:

The Joint Bookrunners may, at their absolute discretion, by notice in writing to the Company, terminate the Placing and Sponsor's Agreement at any time prior to Placing Admission if, inter alia:

(a) there has been a breach by the Company of any of its obligations under the Placing and Sponsor's Agreement; or

(b) any of the warranties, undertakings or covenants given by the Company in the Placing and Sponsor's Agreement is, or if repeated at any time up to and including Placing Admission (by reference to the facts and circumstances then existing) would be, untrue, inaccurate or misleading; or

(c) the Joint Bookrunners become aware that any statement in this Announcement or the Prospectus is or becomes untrue, inaccurate or misleading in any respect or any matter has arisen, which would, if the Placing were made at that time, constitute an omission from this Announcement or the Prospectus (or any amendment or supplement), and which the Joint Bookrunners in their absolute discretion acting in good faith consider to be material in the context of the Placing or Placing Admission; or

(d) in the opinion of the Joint Bookrunners, there has been a material adverse change, or any development reasonably expected to amount to a material adverse change, in the condition (financial, operational, legal or otherwise) or in the earnings management, business affairs, business prospects or financial prospects of the Group, whether or not arising in the ordinary course of business since the date of the Placing and Sponsor's Agreement; or

(e) there has occurred any material adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that has, in the opinion of the Joint Bookrunners, acting in good faith, resulted in the marketing of the Placing Shares or the enforcement of contracts for the subscription or sale of the Placing Shares becoming impracticable or inadvisable; or

(f) the application for Placing Admission is withdrawn or refused by the FSA and/or the London Stock Exchange.

If the Placing and Sponsor's Agreement is terminated in accordance with its terms, the rights and obligations of each Subscriber in respect of the Placing as described in this Announcement and the Prospectus shall cease and terminate at such time and no claim can be made by any Subscriber in respect thereof.

By participating in the Placing, each Subscriber agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing and Sponsor's Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Subscriber and that neither the Company, Merrill Lynch International, UBS Limited, RBS Hoare Govett nor any of their respective Affiliates shall have any liability to such Subscriber (or to any other person whether acting on behalf of a Subscriber or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Subscriber agrees that its rights and obligations terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners following the close of the Bookbuild.

Registration and settlement

The basis of registration and settlement in connection with the Placing are set out below.

If Subscribers are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the Joint Bookrunners. Each Subscriber will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Joint Bookrunners. Payment in full for any Placing Shares so allocated at the Placing Price must be made by no later than midday (or such other time as shall be notified to each Subscriber by the Joint Bookrunners on 26 November 2010 (or such other time and/or date as the Company and the Joint Bookrunners may agree)).

Settlement of transactions in the Placing Shares following Placing Admission will take place within the CREST system. Settlement through CREST will be on a T + 3 basis (according to business days in the UK) unless otherwise notified by the Joint Bookrunners and is expected to occur on 30 November 2010. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Subscribers, by such other means as they deem necessary if delivery or settlement to Subscribers is not practicable within the CREST system or would not be consistent with regulatory requirements in a Subscriber's jurisdiction.

Interest is chargeable daily on payments not received on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR.

If Subscribers do not comply with their obligations, the Joint Bookrunners may sell their Placing Shares on their behalf and retain from the proceeds, for their own account and benefit, an amount equal to the Placing Price of each share sold plus any interest due. Subscribers will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Subscribers must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation.

Representations and warranties

The representations and warranties to be given by each of the Subscribers in the Placing are set out below:

By participating in the Placing each Subscriber (and any person acting on such Subscriber's behalf) will be deemed to have acknowledged, undertaken, represented, warranted and agreed (as the case may be) as follows:

(a) (i) it has read this Announcement and the Prospectus (including the information incorporated by reference therein) in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained therein and herein; and (ii) it has received all information that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares;

(b) in making any decision to purchase the Placing Shares, it confirms that (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing and (iii) it has relied on its own examination and due diligence of the Company, and the terms of the Placing, including the merits and risks involved;

(c) it has: (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (ii) received and read this Announcement and the Prospectus (including the information incorporated by reference therein); (iii) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (iv) reviewed such information as it believes is necessary or appropriate in connection with its subscription or purchase of the Placing Shares; and (v) has made its investment decision based solely upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Merrill Lynch International, UBS Limited and RBS Hoare Govett;

(d) (i) it understands and agrees that it may not rely on any investigation that Merrill Lynch International, UBS Limited, RBS Hoare Govett or any person acting on their behalf may or may not have conducted with respect to the Company or the Placing and Merrill Lynch International, UBS Limited and RBS Hoare Govett have not made any representation to it, express or implied, with respect to the accuracy or adequacy of publicly available information concerning the Company, the merits of the Placing, the subscription or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to purchase the Placing Shares, and (ii) it acknowledges and understands that the content of this Announcement and the Prospectus and any other announcement or presentation relating to the Placing have been prepared by and are exclusively the responsibility of the Company and no such announcement or presentation nor any other information has been prepared by Merrill Lynch International, UBS Limited or RBS Hoare Govett for the purposes of the Placing or is in any way the responsibility of Merrill Lynch International, UBS Limited or RBS Hoare Govett;

(e) with respect to any Placing Shares offered to or purchased by it in the United States or for and on behalf of persons in the United States, it understands and agrees: (i) that it is a QIB; (ii) that the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the US Securities Act for transactions by an issuer not involving a public offering of securities in the United States and that the Placing Shares have not been, and will not be, registered under the US Securities Act or with any State or other jurisdiction of the United States; (iii) that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except (a) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S (and, if in a privately negotiated transaction, to a person that is not an ERISA Entity, as defined below), (b) in the United States to a person whom the seller reasonably believes is a QIB (that is not an ERISA Entity) to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, pursuant to Rule 144A under the US Securities Act, (c) pursuant to Rule 144 under the US Securities Act (if available), (d) to the Company, (e) pursuant to an effective registration statement under the US Securities Act, or (f) pursuant to another available exemption, if any, from registration under the US Securities Act, in each case in compliance with all applicable laws; (iv) that the Placing Shares are ''restricted securities'' as defined in Rule 144(a)(3) under the US Securities Act; (v) to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer; (vi) for so long as the Placing Shares are ''restricted securities'' (within the meaning of Rule 144(a)(3) under the US Securities Act), it will segregate such Placing Shares from any other shares that it holds that are not restricted securities, shall not deposit such shares in any depositary facility established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with this paragraph; (vii) if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account; (viii) it is acquiring such Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares; (ix) whether or not it currently holds the Company's American Depositary Receipts (''ADRs''), it will receive the Placing Shares in the form of ordinary shares and not in the form of ADRs; and (x) that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

(f) a purchase of Placing Shares by an employee benefit plan subject to the US Employee Retirement Income Security Act of 1974 (''ERISA'') or a plan subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the ''Code''), or by any entity whose assets are treated as assets of any such plan, could result in severe penalties or other liabilities for the Company; and it represents, warrants and agrees that it is not (a) (i) an ''employee benefit plan'' as described in Section 3(3) of ERISA and subject to ERISA, (ii) a ''plan'' subject to Section 4975 of the Code, (iii) any entity whose assets are treated as assets of any such plan by reason of such employee benefit plan's or plan's investment in the entity, or (iv) a ''benefit plan investor'' as such term is otherwise defined in the regulations promulgated by the US Department of Labor, and (b) if it is a governmental, church, non-US or other plan which is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding or disposition of Placing Shares will not constitute or result in a non-exempt violation under any such substantially similar law (the entities referred to in (a)-(b) of this paragraph, being referred to as ''ERISA Entities'');

(g) it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act), or it is located outside the United States and it is not acquiring any of the Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S);

(h) if it will be a ''US Holder'' as defined in the Prospectus under "Part XII-Taxation-(C) United States Taxation-Passive Foreign Investment Company Considerations'' in the Prospectus, it acknowledges that there is a significant risk that the Company is treated as a passive foreign investment company for US federal income tax purposes, which status will subject US holders to adverse US federal income tax consequences, and it has read and understood the disclosure thereunder; (i) it understands that no action has been or will be taken by any of the Company, Merrill Lynch International, UBS Limited, RBS Hoare Govett or any person acting on behalf of any of the Company, Merrill Lynch International, UBS Limited or RBS Hoare Govett that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

(j) it is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, and its purchase of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

(k) it will acquire any Placing Shares purchased by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account;

(l) it understands and acknowledges that Merrill Lynch International, UBS Limited and RBS Hoare Govett will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein;

(m) participation in the Placing is on the basis that it is not and will not be a client of Merrill Lynch International, UBS Limited or RBS Hoare Govett and Merrill Lynch International, UBS Limited and RBS Hoare Govett will have no duties or responsibilities to a Subscriber for providing protections afforded to its clients under the rules of the FSA or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Sponsor's Agreement;

(n) it will make payment to the Joint Bookrunners in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners determine;

(o) the person who it specifies for registration as holder of the Placing Shares will be (i) the Subscriber or (ii) a nominee of the Subscriber, as the case may be. Merrill Lynch International, UBS Limited and RBS Hoare Govett and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of Merrill Lynch International who will hold them as nominee on behalf of the Subscriber until settlement in accordance with its standing settlement instructions with it;

(p) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

(q) it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only and represents and warrants that it is entitled to subscribe for Placing Shares comprised in its allocation under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

(r) it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Placing Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (the ''FSMA'');

(s) if it is within the EEA, it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

(t) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

(u) it has complied and it will comply with all applicable provisions of the FSMA with respect to anything done by it or on its behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

(v) if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available; (w) it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Placing Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state);

(x) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations (2003) (the ''Regulations'') and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

(y) if it is resident in South Africa, it is acting as a principal in respect of the Placing for an aggregate subscription price of more than Rand 100,000;

(z) if it is resident in South Africa, it has obtained the necessary approvals from the South African Reserve Bank in order to participate in the Placing or is entitled to make use of an exemption to the South African Exchange Control Regulations and accordingly is permitted to participate in the Placing;

(aa) the Company, Merrill Lynch International, UBS Limited, RBS Hoare Govett and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements;

(bb) their acceptance of any of the Placing Shares is not by way of acceptance of a public offer to be made in the Prospectus but is by way of a collateral contract and as such section 87Q of the FSMA does not entitle Subscribers to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Placing and Admission;

(cc) the Placing Shares will be issued subject to the terms and conditions of this Appendix 2;

(dd) this Appendix 2 will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to the Bookbuild and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company, Merrill Lynch International or UBS Limited in any jurisdiction in which the relevant Subscriber is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and

(ee) it (and any person acting on its behalf) agrees to indemnify and hold the Company, Merrill Lynch International, UBS Limited, RBS Hoare Govett and their respective Affiliates, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) (i) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix 2; or (ii) incurred by Merrill Lynch International, UBS Limited, RBS Hoare Govett the Company and/or any of their respective Affiliates, directors, officers and employees arising from the performance of the Subscriber's obligations or any breach of the representations, warranties, acknowledgements, agreements and undertakings, in each case as set out in this Announcement, and further agrees that the provisions of this Appendix 2 shall survive after completion of the Placing.

In addition, Subscribers should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

The representations, warranties, acknowledgements and undertakings contained in this Appendix 2 are given to Merrill Lynch International, UBS Limited and RBS Hoare Govett for themselves and on behalf of the Company and are irrevocable.

Merrill Lynch International, UBS Limited and RBS Hoare Govett are acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing and Merrill Lynch International, UBS Limited and RBS Hoare Govett will not be responsible to anyone (including Subscribers) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Bookbuild or the Placing or any other matters referred to in this Appendix 2.

Each Subscriber and any person acting on behalf of the Subscriber acknowledges that Merrill Lynch International, UBS Limited and RBS Hoare Govett do not owe any fiduciary or other duties to any Subscriber in respect of any representations, warranties, undertakings or indemnities in the Placing and Sponsor's Agreement or otherwise.

Each Subscriber and any person acting on behalf of each Subscriber acknowledges and agrees that Merrill Lynch International, UBS Limited, RBS Hoare Govett or any of their respective Affiliates may, at their absolute discretion, agree to become a Subscriber in respect of some or all of the Placing Shares.

When a Subscriber or person acting on behalf of the Subscriber is dealing with Merrill Lynch International or UBS Limited, any money held in an account with any of Merrill Lynch International or UBS Limited (as the case may be) on behalf of the Subscriber and/or any person acting on behalf of the Subscriber will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Subscriber acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Merrill Lynch International's or UBS Limited's (as the case may be) money in accordance with the client money rules and will be used by Merrill Lynch International or UBS Limited (as the case may be) in the course of its own business; and the Subscriber will rank only as a general creditor of Merrill Lynch International or UBS Limited (as the case may be).

All times and dates in this Announcement may be subject to amendment. Merrill Lynch International and UBS Limited shall notify the Subscribers and any person acting on behalf of the Subscribers of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Selling Restrictions

By participating in the Bookbuild and the Placing, Subscribers will be deemed to have read and understood this Appendix 2 and the remainder of this Announcement in its entirety, and to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained herein.

In particular each such Subscriber represents, warrants and acknowledges that it:

1. is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a ''Relevant Member State'') who acquires any Placing Shares pursuant to the Placing:

(i) it is a Qualified Investor; and

(ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that (a) the Placing Shares subscribed for and/or acquired by it in the Placing have not been subscribed for and/or acquired on behalf of, nor have they been or will be acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3. is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make, and does make, the acknowledgements, representations and agreements contain in this Announcement and that it (and any such account) is outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US beneficial owners (other than an estate or trust), and is acquiring the Placing Shares in an offshore transaction in reliance upon Regulation S and it is not purchasing the Placing Shares for the account of another person who is resident or located in the United States unless (a) the instruction to purchase was received from a person outside the United States and (b) the person giving such instruction has confirmed that it (i) has the authority to give such instruction and (ii) either (x) has investment discretion over such account or (y) is an investment manager or investment company and that, in the case of each of (x) and (y), is purchasing the Placing Shares in an ''offshore transaction'' within the meaning of Regulation S; or if it is not outside the United States, it is a QIB, or purchasing Placing Shares on behalf of a QIB, who will sign a letter in the form agreed between the Company and the Joint Bookrunners (''US Investor Letter'') and understands (or, if it is acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in ''Representations and further terms'' contained herein.

4. If you are located in Australia, you acknowledge that this Announcement and the Prospectus have not been lodged with the Australian Securities & Investments Commission and are only directed to certain categories of exempt persons in Australia and that:

(i) you are a person who is:

(a) a sophisticated investor for the purposes of section 708(8) of the Australian Corporations Act 2001 (Cth) (''Corporations Act'') and, if you are relying on section 708(8)(c) of the Corporations Act, you attach a certificate from a qualified accountant referred to in that section; or

(b) a professional investor for the purposes of section 708(11) of the Corporations Act; and

(ii) if you acquire any Placing Shares, you further warrant and undertake that you will not offer any Placing Shares for resale in Australia within 12 months of any such Placing Shares being issued unless the resale offer is exempt from the requirement to issue a disclosure document under the Corporations Act.

South African residents should be aware that South African Exchange Control Regulations apply or may apply to a participation in the Placing. Accordingly, they should obtain through an authorised dealer any necessary approval or establish that an existing exchange control approval or exemption applies to such investment. Within South Africa subscriptions can only be made for a minimum subscription amount of Rand 100,000 per single addressee acting as principal.

The distribution of this Announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Merrill Lynch International, UBS Limited, RBS Hoare Govett or any of their respective Affiliates, that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Merrill Lynch International, UBS Limited and RBS Hoare Govett to inform themselves about and to observe any such restrictions.

Each Subscriber agrees to provide the Joint Bookrunners with such relevant documents as they may reasonably request to comply with requests or requirements from the Joint Bookrunners resulting from requests that the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions.

Unless the contextotherwise requires, all references to time are to London time. All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners will notify Subscribers and any persons acting on behalf of the Subscribers of any changes.

APPENDIX 3

SUMMARY OF RISK FACTORS

Shareholders and prospective investors should carefully consider the following key risks.

Risks related to the Group and the Enlarged Group:

n declines in the UK retail real estate market and economic conditions could have an adverse impact on the Group's business, financial condition and results of operations;

n deterioration in the real estate market and general economic conditions could have an impact on the Group's revenue;

n the Group may fail to integrate successfully the acquisition of The Trafford Centre Group and other future acquisitions, and may incur additional liabilities as part of such acquisitions;

n retail tenants (including anchor or multiple tenants), who provide a significant portion of the Group's rental income, are exposed to deteriorating consumer spending in periods of economic uncertainty;

n the Group faces inherent risks relating to property investment and development activities;

n the valuation of the Group's property is inherently subjective and uncertain and is based on assumptions which may prove to be inaccurate;

n the Group's credit facilities contain various covenants which, if not complied with, could require accelerated repayment, thereby materially adversely affecting the Group's business, financial condition and results of operations;

n borrowings by Group subsidiaries are secured on Group assets and any failure to meet the requirements of the debts incurred may have an adverse effect on the Group's business, financial condition and results of operations;

n the Group may be unable to access credit markets, or may be able to access them only on unfavourable terms;

n the Group has a significant amount of indebtedness, which could limit its financial and operational flexibility;

n the Group is exposed to market risk including interest rate and foreign currency risk;

n the Group is exposed to counterparty credit risk;

n the market for the Group's real estate investments is relatively illiquid, and may result in low disposal prices or an inability to sell certain properties;

n the Group's consolidated balance sheet and income statement may be significantly affected by fluctuations in the fair market value of the Group's properties as a result of revaluations;

n the Group may not be successful in completing development projects as planned, or on commercially favourable terms;

n the Group's joint ventures and other forms of co-ownership subject the Group to certain risks of shared ownership and control of the properties affected;

n competition from new shopping centres, other retail premises and other retail sales channels, including the internet, could have an adverse effect on the Group's business, financial condition and results of operations;

n external events beyond the control of the Group may have a negative impact on footfall at the Group's shopping centres;

n the Group is exposed to risks associated with having investments in the US and India;

n the Group may face restrictions or liabilities under laws and regulations in the jurisdictions in which it operates;

n the Group is exposed to potential claims relating to its leasing, selling and developing of real estate;

n the Group's success depends on attracting and retaining key personnel;

n the Group may become subject to disputes with tenants and other commercial parties;

n the Group may be liable for environmental issues relating to its current and former operations and properties;

n the Group may be insufficiently insured against all losses, damage and limitations of use of its properties;

n there are tax and other risks associated with REIT status, substantial shareholding and risk of close company status;

n the Group may incur additional compliance costs if certain European Directives apply to REITs;

n the Group's status as a REIT may restrict business opportunities;

n the Group has outstanding indemnity obligations to Capital & Counties following the Demerger;

Risks related to the Acquisition:

n the Group may be unable to realise the benefits that it believes will result from the Acquisition as a result of either completion not occurring or regulatory intervention;

n CSC will not have full recourse to Peel under the Acquisition Agreement against all potential liabilities in The Trafford Centre Group, whether identified or unidentified;

n if the Acquisition becomes effective, existing CSC Shareholders will experience a reduction in their proportionate ownership and voting interest in the Ordinary Shares and Peel will have a significant degree of influence over matters which may require Shareholder approval;

n the Acquisition may fail to realise anticipated benefits;

n the Group will be subject to increased asset concentration following the acquisition of The Trafford Centre;

n The Trafford Centre acquisition will increase the Group's indebtedness and impact on the Group's financing structure and debt maturity profile;

n as a result of The Trafford Centre Group's current debt service coverage ratio, The Trafford Centre Group is subject to certain restrictions under its securitisation financing arrangements that may result in funds not being available for use by the Enlarged Group;

Risks related to the Ordinary Shares:

n the Company's share price may fluctuate;

n the Company may offer additional shares or securities in the future, which may adversely affect the market price of the Ordinary Shares;

n the Company's ability to continue to pay dividends will depend on revenue, the level of profits, and cash flows generated by the Group;

n Shareholders may not be able to exercise pre-emption rights or participate in future issues of Ordinary Shares and Shareholders outside the UK may not be able to participate in future issues of Ordinary Shares;

n the ability of Overseas Shareholders to bring actions or enforce judgments against the Company or the Directors may be limited; and

n there is a significant risk that the Company is treated as a passive foreign investment company for US federal income tax purposes, which status will subject US holders to adverse US federal income tax consequences.

APPENDIX 4

DESCRIPTION OF THE TRANSACTION DOCUMENTS

Placing and Sponsor's Agreement

The Company, Merrill Lynch International, UBS Limited and RBS Hoare Govett have entered into a Placing and Sponsor's Agreement dated 25 November 2010 which sets out the terms on which the Company has appointed (i) Merrill Lynch International to act as Sponsor in relation to the Acquisition and its applications for Admission; (ii) Merrill Lynch International and UBS Limited to act as joint bookrunners and placing agents in connection with the Placing; and (iii) RBS Hoare Govett to act as lead manager in connection with the Placing. The agreement contains warranties and undertakings given by the Company which are customary for an agreement of this kind. In addition, it contains indemnities from the Company in favour of Merrill Lynch International, UBS Limited and RBS Hoare Govett in respect of certain liabilities connected with the Admission and other documentation issued to Shareholders and/or investors by or on behalf of the Company in connection with the Placing, Admission, and the Acquisition, which, again, are customary for an agreement of this kind. Pursuant to the Placing and Sponsor's Agreement, the Joint Bookrunners may, in their absolute discretion terminate the agreement in certain limited circumstances prior to Placing Admission. The Joint Bookrunners are not entitled to terminate the Placing and Sponsor's Agreement in respect of the Placing after Placing Admission. Additionally, the Sponsor may, in its absolute discretion, terminate its role as sponsor in certain circumstances, but only prior to Admission in respect of the Consideration Shares.

Subject to the terms and conditions of the Placing and Sponsor's Agreement, Merrill Lynch International and UBS Limited have agreed to use reasonable endeavours to procure Subscribers for the Placing and, to the extent that any such Subscribers default, the Banks have agreed to subscribe themselves for such Placing Shares.

The obligations of the Banks under the Placing and Sponsor's Agreement in respect of the Placing are subject to certain conditions being satisfied, including, amongst others:

(i) the Company having complied with all its obligations and having satisfied, in each case under the Placing and Sponsor's Agreement or under the terms and conditions of the Placing which fall to be performed or satisfied on or prior to Placing Admission;

(ii) the warranties, representations and undertakings given by the Company in the Placing and Sponsor's Agreement being true and accurate and not misleading on and as of the date of the Placing and Sponsor's Agreement and at any time prior to Placing Admission; and

(iii) Placing Admission becoming effective by not later than 8.00 a.m. (London time) on 30 November 2010 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

If any of the conditions is not satisfied (or waived by the Joint Bookrunners in their absolute discretion), then the Placing and Sponsor's Agreement shall terminate, without prejudice to any liability for any prior breach of the agreement and pursuant to certain surviving provisions.

In addition, the Company has further agreed that, subject to certain customary exceptions (including, inter alia, the issue of Ordinary Shares under the Company's share option schemes, the issue of Ordinary Shares on conversion of the Convertible Bonds and the issue of Ordinary Shares as consideration for the Acquisition and any other acquisition of business undertakings and real property) between the date hereof and the date falling 90 days after Admission, it will not, without the prior written consent of the Joint Bookrunners (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option, purchase any option, grant any option, right or warrant to acquire or otherwise transfer or dispose of a portion of the share capital of the Company or any interest therein; or (ii) enter into any arrangement which transfers to another, in whole or in part, any of the economic consequence of ownership of a portion of the share capital of the Company; or (iii) allow any subsidiary of the Company to do any of the foregoing. The Joint Bookrunners have agreed that neither they nor any person acting on their behalf will procure subscribers for any of the Placing Shares other than in accordance with certain selling restrictions.

Acquisition Agreement

On 25 November 2010, the Company and the Seller entered into an Acquisition Agreement pursuant to which the Company will acquire the entire issued share capital of The Trafford Centre Group and receive approximately £77* million in cash in exchange for up to 167.3 million* Consideration Shares and an aggregate nominal amount of up to £209.0 million* Convertible Bonds to be issued by the Company.

The Consideration Shares

The Consideration Shares will be issued as fully paid and will rank pari passu in all respects with the existing Shares, including the right to receive in full all dividends and other distributions (if any) declared, made or paid after the closing date of the Acquisition.

The Convertible Bonds

The Convertible Bonds will be perpetual subordinated bonds, convertible into Ordinary Shares of the Company at the option of the bondholder any time from 2 years after completion of the Acquisition or earlier in certain limited circumstances.

Conditions to Closing

The Acquisition Agreement is subject to satisfaction or waiver of certain conditions, including:

(i) the passing by the Company's Shareholders of the resolution to be proposed at the Extraordinary General Meeting in connection with the Acquisition;

(ii) completion of the Placing;

(iii) the admission of the Consideration Shares to the Official List and to trading on the London Stock Exchange;

(iv) completion of certain reorganisations relating to The Trafford Centre Group (as described below); and

(v) there being no damage or destruction to The Trafford Centre which would have a material adverse effect on The Trafford Centre Group and there being no damage or destruction to the Group's properties which would have a material adverse effect on the Group.

The long stop date for the satisfaction or waiver of each condition is 31 January 2011.

Warranties and Indemnities

The Seller has given certain warranties and indemnities in relation to the business and affairs of The Trafford Centre Group and The Trafford Centre. These indemnities relate, among other things, to the net asset value of The Trafford Centre Group as at 30 June 2010 and any payments and other leakage to the Wider Peel Group since such date. The warranties and indemnities provided by the Seller under the Acquisition Agreement are also subject to certain customary limitations.

Guarantors

The Seller's obligations will be guaranteed by the Seller Group and for 2 years from completion by another member of the Wider Peel Group which is a holding company in relation to the remainder of the Peel Group.

Conduct of business

The Acquisition Agreement includes restrictions regarding the conduct of the business of The Trafford Centre Group pending completion of the Acquisition, including a requirement to carry on business in the ordinary and usual course and significant restrictions regarding any action taken in relation to The Trafford Centre.

Reorganisation

The Trafford Centre Group currently comprises a part of the business of the Peel Group. In order to be able to effect the sale of The Trafford Centre Group pursuant to the Acquisition, the Peel Group will be subject to a reorganisation to separate the assets and liabilities of The Trafford Centre Group from the remainder of the Peel Group and certain other reorganisations relating to the holding structure of The Trafford Centre Group within the Wider Peel Group. The reorganisations are expected to be completed after the CSC Extraordinary General Meeting but prior to completion of the Acquisition.

Ancillary agreements

The Acquisition Agreement obliges the Company and certain members of The Trafford Centre Group and the Wider Peel Group to enter into ancillary agreements at completion of the Acquisition. The ancillary agreements include transitional services agreements, a co-existence agreement in respect of intellectual property (including the right of the Peel Group to develop a centre in Spain using the Trafford Centre name) and a master property agreement.

The master property agreement provides for (i) the sharing of neighbouring car parks with properties owned by the Peel Group for a period of 15 years (including associated restrictions and pre-emption rights in favour of the Group during such period); and (ii) companies from the Peel Group who own adjacent land not to seek planning permission or use any such land for any use which would have a detrimental effect upon the value or operations of The Trafford Centre.

The Relationship Agreement

On completion of the Acquisition, Peel will hold approximately 24.7 per cent. of the Enlarged Issued Share Capital, assuming conversion of the Convertible Bonds. To enable the Enlarged Group to operate as an independent listed company, CSC and the Seller will enter into the Relationship Agreement which records the terms of the proposed relationship between the Enlarged Group and the Wider Peel Group and certain aspects of the governance of the Enlarged Group.

The Relationship Agreement provides certain Board appointment rights to the Seller. The Relationship Agreement also imposes certain restrictions on the Wider Peel Group's ability to deal in Ordinary Shares and the Convertible Bonds (and other rights and instruments that are linked to Ordinary Shares) for a prescribed period post-Admission. These provisions are described in more detail below.

Independence and Related Party Transactions

The Relationship Agreement provides that the Seller and each other member of the Wider Peel Group shall not take any action which precludes or inhibits any member of the Enlarged Group from carrying on its business independently of the Wider Peel Group. All transactions and relationships entered into between any member of the Enlarged Group and any member of the Wider Peel Group are required to be entered into or conducted on arms length terms, on a normal commercial basis and in accordance with Chapter 11 of the Listing Rules.

Peel and the other members of the Wider Peel Group are required to abstain from voting on any resolution of the Shareholders to approve any related party transaction. Additionally for a three year period after completion of the Acquisition, Peel and the other members of the Wider Peel Group are not permitted to vote against certain resolutions tabled by the Board relating to ordinary course business of the Company that is typically transacted on an annual basis by listed companies. This restriction includes, amongst other things, resolutions relating to Board elections and re-elections and ordinary course authorisations to allot shares and disapply pre-emption rights.

The Wider Peel Group is also required to vote in favour of any future equity capital raising by the Company (not exceeding £300 million) which relates to the extension of the Group's centres at Lakeside, Braehead or Nottingham.

Lock-up

During the 36 months period following completion of the Acquisition (the ''Lock-up Period''), restrictions are imposed upon Peel and the other members of the Wider Peel Group acquiring or disposing of any Ordinary Shares or Convertible Bonds (and other rights and instruments that are linked to Ordinary Shares) as described below, in each case without the approval of the Board. There are also limited restrictions on disposals in the two year period after the Lock-up Period.

Standstill

During the Lock-up Period, Peel and the other members of the Wider Peel Group are permitted to acquire Ordinary Shares (and other rights and instruments that are linked to Ordinary Shares) provided the Wider Peel Group's aggregate shareholding in CSC does not exceed (i) 24.9 per cent. of the Enlarged Issued Share Capital for the first 12 months following completion and (ii) up 29.9 per cent of the Enlarged Issued Share Capital of CSC for the remainder of the Lock-up Period, in each case assuming conversion of the Convertible Bonds. Such percentage thresholds exclude treasury shares and shares held in respect of the Company's employee share plans which do not normally vote at general meetings of the Company. Peel and each other member of the Wider Peel Group further agrees not to announce or make an offer for the issued share capital of the Company during such Lock-up Period.

These restrictions will not apply if a third party announces a firm intention to make an offer for the Company under Rule 2.5 of the City Code or if Peel or another member of the Wider Peel Group makes an offer which is recommended by the Board.

If the Company issues further convertible bonds or other equity linked instruments, the Wider Peel Group may participate in such issue during the Lock-up Period provided its participation does not exceed its percentage interest in the issued share capital of the Company at such time (assuming conversion of the Convertible Bonds).

Under the terms of the Relationship Agreement neither Peel nor any other member of the Wider Peel Group shall further during the Lock-up Period (i) act in concert with anyone else in relation to CSC, (ii) solicit any other person to make any offer for the Company's Ordinary Shares, (iii) communicate with any Shareholder so as to encourage them to vote against the Board or any action of the Board in relation to the implementation of the Company's business strategy or (iv) acquire any debt securities of the Enlarged Group.

Disposals

Subject as below, neither Peel nor any other member of the Wider Peel Group will be permitted to dispose of Ordinary Shares during the first 12 months of the Lock-up Period. Thereafter, the Wider Peel Group may dispose of Ordinary Shares save that in the second 12 month period the Wider Peel Group is restricted from disposing of more than 4.9 per cent. of the Enlarged Issued Share Capital to any single shareholder. In the third 12 month period the Wider Peel Group is restricted from disposing of more than 9.9 per cent. of the Enlarged Issued Share Capital to any single shareholder. The Seller Group will not be permitted to dispose of any Convertible Bonds at any point during the Lock-up Period. The Wider Peel Group is also restricted in the 2 years after the Lock-up Period from disposing of any Ordinary Shares to any single shareholder such that that shareholder would then have an interest of 14.9 per cent. or more in the Ordinary Shares of the Company without that shareholder making a takeover offer for all the Ordinary Shares.

These restrictions will not prevent the Seller Group accepting or agreeing to accept a takeover offer by a third party or granting security over its interests in CSC for the purposes of financing its other business provided that voting control under any such security arrangements must remain with the Seller Group pending enforcement. The Seller Group intends to exercise this right. Ordinary Shares may also be sold for the purpose of satisfying warranty and other claims by the Buyer against the Seller.

Appointments to the Board of the Enlarged Group

The Seller will be entitled to appoint one Non-Executive Director to the Board of the Company for so long as it continues to hold at least 10 per cent. of the Enlarged Issued Share Capital. The first such appointee will be John Whittaker, and for so long as John Whittaker continues to holds such appointment he shall also be appointed Deputy Chairman of CSC.

The Seller's entitlement to appoint a Non-Executive Director to the Board will terminate upon the earlier of (i) the Seller Group ceasing to be controlled by the Billown Trust (ii) the Ordinary Shares ceasing to be listed on the Official List and traded on the London Stock Exchange and the JSE following a takeover or (iii) any material non-compliance by the Wider Peel Group with the terms of the Relationship Agreement and other arrangements entered into in connection with the Acquisition.

Restrictions on the Company

As part of the Relationship Agreement the Company has agreed not to dispose of its interest in The Trafford Centre during the Lock-up Period. It has further agreed, subject to certain exceptions, not to materially change the management and operational structure or to reduce the workforce at The Trafford Centre for one year after completion of the Acquisition.

APPENDIX 5

TERMS OF THE CONVERTIBLE BONDS

The Company intends to issue up to £209.0 million* in aggregate nominal amount of Convertible Bonds as part of the Acquisition. The Convertible Bonds will be perpetual, subordinated obligations of the Company, and will be convertible at the option of the holders into Ordinary Shares at any time from the date falling 2 years from the issue date, or earlier in certain limited circumstances set out in further detail below. The Convertible Bonds will be issued in denominations of £1,000.

Subordination

Claims of bondholders will, on a winding up of the Company, be subordinated to the claims of all senior creditors of the Company, but will rank in priority to the Ordinary Shares. Senior creditors of the Company means creditors who are unsubordinated creditors of the Company or who are subordinated (other than those claims that rank or are expressed to rank pari passu with or junior to the claims of bondholders).

Interest and deferral of interest

The Convertible Bonds will bear interest at a rate of 4.076 per cent. per annum payable semi-annually in arrear. The Company shall have the right to defer payments of interest (''Deferred Interest'') on the Convertible Bonds. Such Deferred Interest may be paid by the Company in whole or in part at any time, and any outstanding and unsatisfied Deferred Interest shall become payable in full (i) on a redemption of the Convertible Bonds or (ii) in a winding up of the Company. If the Company elects to defer a payment of interest on the Convertible Bonds, the Company will not be permitted under the terms of the Convertible Bonds to pay a cash dividend in respect of the Ordinary Shares until such time as all Deferred Interest has been paid in full.

Conversion

The Convertible Bonds will be convertible at the option of the holders into Ordinary Shares at any time from the date falling 2 years from the issue date, or earlier in the following limited circumstances: (i) during the period of 60 days following the occurrence of a change of control of the Company; or (ii) upon the announcement by certain third parties of a firm intention to acquire or offer to acquire the whole of the issued share capital of the Company pursuant to Rule 2.5 of the Takeover Code. In the case of (ii), the holder's option to convert will expire upon the offer the subject of the announcement being withdrawn, lapsing or becoming wholly unconditional.

The initial conversion price will be 368 pence per Ordinary Share. The initial conversion price may be adjusted downwards from time to time on the occurrence of certain customary events in accordance with the terms and conditions of the Convertible Bonds (the ''Conditions''). Such events will include if the Company shall (i) carry out a reclassification or subdivision or capitalisation in relation to the Ordinary Shares, (ii) make a distribution in specie to holders of Ordinary Shares, (iii) carry out a rights issue or bonus issue in respect of the Ordinary Shares at a price per Ordinary Share which is less than 95 per cent. of the current market price per Ordinary Share, (iv) issue Ordinary Shares at a price per Ordinary Share which is less than 95 per cent. of the current market price per Ordinary Share, (v) issue securities convertible into Ordinary Shares in circumstances where the consideration per Ordinary Share receivable

on conversion is less than 95 per cent. of the current price per Ordinary Share, or (vi) modify the rights of conversion or exchange or similar rights attaching to securities such that following modification the consideration per Ordinary Share receivable is less than 95 per cent. of the current price per Ordinary Share, all as will be more fully described in the Conditions. There will also be an adjustment to the conversion price if the Company pays a dividend in respect of its Ordinary Shares in excess of £0.15 per Ordinary Share in respect of any fiscal year.

No fixed redemption

Although the Convertible Bonds do not have a fixed redemption date, the Company may elect to redeem the Convertible Bonds at their principal amount, together with accrued and unpaid interest and any outstanding and unsatisfied Deferred Interest, on the third anniversary of the issue date or on any interest payment date thereafter. The Company may also elect to redeem the Convertible Bonds at their principal amount, together with accrued and unpaid interest and any outstanding and unsatisfied Deferred Interest, at any time (i) if 85 per cent. or more of the Convertible Bonds initially issued have been redeemed, converted or purchased and cancelled, and (ii) following the expiry of a period of 60 days after a change of control of the Company. A change of control shall occur if an offer is made to Shareholders of the Company to acquire all or a majority of the issued ordinary share capital of the Company and (such offer having become or been declared unconditional in all respects) the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become unconditionally vested in any offeror.

Bondholders shall have no right to require redemption of the Convertible Bonds at any time.

Events of default limited

An event of default under the Convertible Bonds will occur only if there is a failure to pay principal or interest in respect of the Convertible Bonds when due, or in the event of winding up of the Company. A deferral of interest will not constitute an event of default. In the case of an event of default the remedies available to Bondholders are limited to initiating proceedings for the winding-up of the Company and/or proving in a winding-up.

Tax

All payments made by or on behalf of the Issuer in respect of the Convertible Bonds will be made subject to and after deduction or withholding on account of any taxes. The Convertible Bonds will not contain a tax call.

Listing and trading

The Company intends to make an application for the admission to listing of the Convertible Bonds on the official list of the FSA and to trading on the Professional Securities Market of the London Stock Exchange no later than the first interest payment date.

APPENDIX 6

INFORMATION RELATING TO THE TRAFFORD CENTRE GROUP

History and development of the Trafford Centre Group

The Trafford Centre was opened to the public in September 1998. Since that date visitor numbers have grown partly as a result of the continued development of The Trafford Centre and the improved tenant mix over time. For example, in May 2005 a third anchor tenant, John Lewis, was added to The Trafford Centre in addition to the existing anchors, Selfridges and Debenhams. In March 2007, a significant redevelopment of the main entrance of The Trafford Centre created a new leisure and dining area known as The Great Hall and in March 2008 a major 240,000 sq. ft. extension known as Barton Square was added. Barton Square is a major homeware and leisure destination, including anchor tenants such as M&S Home, Next Home and Bhs. It also includes the UK's first Legoland Discovery Centre, which opened in March 2010.

Construction of the Trafford Centre

The design for The Trafford Centre was created by the firm of architects, Chapman Taylor Partners. The detailed design was created by the firm of architects, Leach Rhodes Walker. The fabric of The Trafford Centre comprises steel frame construction with brick external walls and internal concrete blockwork walls and jumbo stud partitions under an insulated concrete and metal-decked roof. The roofs over the malls and the domes are glazed.

The finishes to the malls include granite slab flooring and skirting, painted and plastered walls and suspended ceilings. Planting with semi-mature trees and evergreen plants was originally provided throughout The Trafford Centre and these have matured since opening. The Trafford Centre was designed and built with future flexibility in mind. A consequence of the design is that the net lettable area of The Trafford Centre has increased since opening by the addition of some mezzanine floors. Additional mezzanine floors can be added to most of the retail units. In addition, the structure of the building will permit the construction of an additional storey over the department stores occupied by Debenhams, Selfridges and John Lewis, subject to obtaining planning consent. Practical completion of The Trafford Centre was certified in sections over the period from December 1997 to September 1998.

Description of the Trafford Centre

The Trafford Centre comprises the following key features and tenants:

n the department stores occupied by Selfridges, Debenhams and John Lewis;

n other major tenants include: Marks & Spencer, Boots and Bhs;

n the remaining retail units located in two malls known as Regent Crescent and Peel Avenue and in a central area between the malls known as the Central Dome;

n an area of approximately 28,867 square metres (approximately 310,000 square feet) which has been devoted to catering and leisure which is located predominantly within the themed sections of The Trafford Centre, known as The Orient and The Great Hall;

n an Odeon Multiplex Cinema which is accessed from The Orient;

n a major homeware and leisure extension, known as Barton Square;

n the Premier Travel Inn Hotel, which also contains a Brewsters restaurant and bar, situated in the part of the grounds of The Trafford Centre known as Wilderspool Wood;

n a restaurant situated on the north side of Wilderspool Wood known as ''The Orangery'' and occupied by Frankie and Bennys; and

n the car parks, roads, service areas, bus station, petrol filling station, offices and landscaped areas comprised within the 142 acres of The Trafford Centre.

The Trafford Centre has a catchment area of approximately 8.9 million people within 70 minutes' drive time and has experienced consistent footfall growth since opening; including an estimated 10 per cent. increase in footfall for the period 1 January 2010 to 30 September 2010, compared to the equivalent period in 2009. It is estimated that The Trafford Centre attracts over 35 million customer visits per annum, of which over 69 per cent. of visitors to The Trafford Centre fall within ABC1 occupation groups (as defined by the Market Research Society). Approximately 22 per cent. of visitors visit The Trafford Centre at least once per week and approximately 61 per cent. of visitors visit The Trafford Centre at least once per month.

Location and access

The Trafford Centre is located approximately six miles west of Manchester city centre in the North West of England.

The Trafford Centre has excellent road links onto the M60 motorway (the Manchester Outer Ring Road) which provides access to the national motorway network and to towns in the North West of England and to Leeds and Birmingham. The Trafford Centre benefits from approximately 10,000 car and 350 coach parking spaces and from a bus station with capacity for up to 120 buses per hour.

Key strengths of The Trafford Centre Group

The Directors believe that the key strengths of The Trafford Centre Group are as follows:

n the quality of The Trafford Centre, one of the UK's pre-eminent regional shopping centres and Barton Square, a major homeware and leisure destination adjacent to The Trafford Centre;

n the prime quality, scarcity value and strong competitive position of The Trafford Centre means that it is unlikely to be substantially challenged for a sustained period, given the sharp reduction in the retail supply pipeline and limited investment in similar development projects in the vicinity;

n limited exposure in the majority of The Trafford Centre to the most difficult sectors of the retail market;

n as at 30 September 2010 occupancy was 98 per cent. by rent;

n strong footfall which has continued to increase with visitor numbers estimated to have increased 10 per cent. for the period 1 January 2010 to 30 September 2010, compared to the equivalent period in 2009;

n The Trafford Centre Group's lease expiry profile is robust. Based on rental income and assuming no exercise of break clauses, 25.6 per cent. of leases are due for expiry over the next five years and approximately half of leases expire within the next ten years; and

n a committed management team who have considerable experience in the retail letting sector.

Property interests

The Trafford Centre Group's property assets were externally valued at £1.65 billion as at 1 November 2010, which represents a decrease of 2.1 per cent. on the previous directors' valuation as at 31 March 2010.

Revenue for the year ended 31 March 2010 was £98.7 million, £5.0 million or 4.8 per cent. lower than the year ended 31 March 2009, reflecting the higher level of voids at The Trafford Centre as a result of the recession. Management of The Trafford Centre has been actively working to address occupancy levels and as at 30 September 2010 The Trafford Centre's occupancy level was 98 per cent. by rent and there were five void units. Since 31 March 2010, there have been ten new lettings where solicitors have been instructed and/or terms have been issued and five administrations exchanged.

Letting activity has been a key focus for management over the year to 30 September 2010 as The Trafford Centre Group sought to manage its tenant mix following a number of tenants entering administration during the recession creating a higher level of voids than previously experienced. The Trafford Centre made 35 tenancy changes in the year to 30 September 2010, involving £3.0 million of new annual passing rent. These tenancy changes included 24 new lettings of which 16 are long-term lettings, five short-term lettings (five years or less) and three turnover only transactions. Despite the pressures within the retail sector, management of The Trafford Centre has sought not to compromise on tenant mix which management believes has been a key factor in the success of The Trafford Centre in leasing many of the void units to high quality tenants rather than ''discount'' brands.

The Trafford Centre's retailer mix is diverse: the top 20 tenants account for 37.7 per cent. of the Trafford Centre's rent roll. National or international multiple retailers represent over 95 per cent. of the rent roll.

Rent review settlements have been agreed in line with The Trafford Centre Group's expectations and the successful conclusion of the 2008 rent review programme resulted in a healthy rent roll which, coupled with the success in letting the significant majority of void units, put The Trafford Centre in a very strong position. As at 30 September 2010, there were five and eleven rent reviews under negotiation in relation to 2009 and 2010 respectively.

Despite the challenging retail environment, management of The Trafford Centre has resisted several tenants' requests for monthly payment plans and, as a result, 92 per cent. of the September 2010 quarterly rent was collected within 22 days.

Asset and centre management initiatives are ongoing at The Trafford Centre. Notable management initiatives taken in recent years are as follows:

n the development of the Barton Square extension to The Trafford Centre, which has contributed to increasing footfall at The Trafford Centre since its opening in 2008;

n opening the UK's first Legoland Discovery Centre in Barton Square which has improved footfall whilst demonstrating the power of a children's attraction to generate visitor numbers and generate interest from other potential tenants;

n significant reductions in the cost base to ensure that The Trafford Centre offers value for money to all tenants. The Trafford Centre service charge has been reduced by a further £1 million in the year to March 2010 which when coupled with the reductions in 2009 and those projected for 2011 is expected to result in a reduction in real terms of approximately 20 per cent. over three years; and

n improvements over the last two years in the impact The Trafford Centre has on the environment such that The Trafford Centre Group received the Sceptre Award for Environmental Management 2010. Since opening The Trafford Centre, its management has realised significant reductions in energy consumption and the levels of waste sent to landfill. By the end of the current calendar year, The Trafford Centre Group expects to be recycling 85 per cent. of the waste produced at The Trafford Centre.

Top tenants

The following table sets out The Trafford Centre's top 20 tenants as at 1 November 2010:

Lease maturities

The following table sets out the lease maturity pattern as at 1 November 2010:

Rent review cycles

The following table sets out the rent review pattern as at 1 November 2010:

Net rental income

The following table provides selected information on the categories forming the net rental income of The Trafford Centre:

Management and employees

The Trafford Centre Group is an autonomous, self contained sub group within the overall Peel Group. It has its own managing director and employees and operates on a stand-alone basis, independent of the larger group.

As at 31 March 2010, The Trafford Centre Group employed in total 412 employees compared to 417 as at 31 March 2009.

Financing

The Trafford Centre Group is financed predominately through secured loan notes with final repayment dates from 2015 to 2035. Of the approximately £763 million secured loan notes outstanding as at 31 March 2010, £484 million were fixed rate, with a weighted average rate of interest of 6.2 per cent., marginally increasing CSC's weighted average interest rate to 5.8 per cent. from 5.7 per cent. The remaining £279 million of secured loan notes are variable rate. However, The Trafford Centre Group has entered into interest rate swaps which hedge the exposure to fluctuations in the underlying variable rate.

In addition to the secured loan notes, The Trafford Centre Group has a bank loan of £81 million which is secured upon Barton Square. This facility is a floating rate facility which matures in 2012.

In total, 90 per cent. of Trafford Centre's debt facilities were either fixed or hedged as at 31 March 2010.

There are no loan to value (LTV) covenants contained in The Trafford Centre's debt facilities. The secured loan notes include a debt service coverage ratio (DSCR) test, calculated as rental income to debt service (recurring interest expense plus debt amortisation), with a restriction on surplus cash usage except for development when the DSCR is below 1.4:1, and with limitations on the use of surrenders premiums when the DSCR is under 1.3:1. At 30 June 2010, Trafford Centre's DSCR ratio was 1.13:1.

The Trafford Centre Group had cash and cash equivalents of £44 million as of 31 March 2010, including £9 million of restricted cash. 

Financial information

The following table summarises The Trafford Centre Group's results of operations for each of the three years ended 31 March 2010:

The following table sets forth certain key financial ratios and selected components of The Trafford Centre Group's balance sheets as at 31 March 2010, 2009 and 2008.

APPENDIX 7

VALUATIONS AS AT 1 NOVEMBER 2010

The following table provides selected information on CSC, The Trafford Centre and Barton Square from the Valuation Reports:

APPENDIX 8

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

The unaudited pro forma statement of net assets set out below has been prepared to illustrate the effect of the Placing and the Acquisition as if those events had taken place as at 30 June 2010. The unaudited pro forma statement of net assets, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Group's actual financial position or results. The unaudited pro forma statement of net assets is presented on the basis of the accounting policies adopted by the Group in preparing the unaudited interim report for the half year ended 30 June 2010. The unaudited pro forma statement of net assets has been prepared on the basis set out in the notes below and in accordance with the requirements of items 1 to 6 of Annex II to the PD Regulation and item 13.3.3R of the Listing Rules of the UK Listing Authority.

The statement below assumes a Placing Price of 368 pence (equivalent to 30 June 2010 CSC Net Asset Value per share) and the issue of 62.3 million Placing Shares; however, the Placing proceeds and the cash component of the Acquisition will ultimately depend on the actual Placing Price and the actual number of Placing Shares issued (to be determined by an accelerated Bookbuild process).

APPENDIX 9

DEFINITIONS

In this Announcement, the following expressions have the following meaning unless the context otherwise requires:

NOTES TO EDITORS:

CSC is the leading specialist UK regional shopping centre REIT

CSC is the leading specialist developer, owner and manager of pre-eminent UK regional shopping centres. CSC owns thirteen regional shopping centres amounting to 14.1 million sq. ft. of retail space and externally valued at £5.0 billion at 1 November 2010. The assets comprise four major out-of-town centres - Lakeside, Thurrock; Metrocentre, Gateshead; Braehead, Glasgow and The Mall at Cribbs Causeway, Bristol - and nine in-town centres including the prime destinations in Cardiff, Manchester, Newcastle, Norwich and Nottingham.

With a dedicated and skilled management team, CSC aims to be the landlord of choice for retailers, to provide compelling destinations for shoppers and to offer clarity and transparency to investors. CSC is a responsible and environmentally conscious participant in the communities where it invests. CSC focuses on the creation of long term and sustainable growth in net rental income with a view to generating superior returns to Shareholders through dividend growth and capital appreciation.

CSC's centres attracted 275 million customer visits and generated net rental income of £267 million in 2009.

CSC was formerly known as Liberty International PLC. Its name was changed in May 2010 upon demerger of its central London activities into a newly listed company, Capital & Counties Properties PLC.