Offer for Teesland Plc

RNS Number:0739J
Valad (Hurst) Limited
03 December 2007

For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO

                                                                 3 December 2007

                             RECOMMENDED CASH OFFER

                                      for

                                  Teesland Plc

                                       by

                             Valad (Hurst) Limited

                         advised by UBS Investment Bank



Summary

*                       The Board of VHL and the Independent Directors of
Teesland, being Charles Lewis and Alan Murray, announce today that they have
reached agreement on the terms of a recommended cash offer of 191 pence per
Teesland Share to be made by VHL to acquire the entire issued and to be issued
ordinary share capital of Teesland not already owned or otherwise contracted to
be acquired by VHL and its associates.  VHL and its associates currently own, in
aggregate, approximately 72.33 per cent. of the issued share capital of
Teesland.

*                       The terms of the Offer value the entire issued share
capital of Teesland at approximately #239.95 million.

*                       The Offer Price represents a discount of approximately
8.39 per cent. to the Closing Price of 208.5 pence per Teesland Share on 30
November 2007 (being the last Business Day prior to the date of this
announcement).

*                       VHL has received (held as undelivered) a pre-completed
Form of Acceptance from Polygon Global Opportunities Master Fund in respect of
33,527,393 Teesland Shares representing, in aggregate, approximately 26.69 per
cent. of the existing issued share capital of Teesland and approximately 96.46
per cent. of the Teesland Shares not currently owned by VHL and its associates.
The shareholder has given assurances to VHL that such pre-completed Form of
Acceptance will be released to VHL upon the posting of the Offer Document.

*                       The Independent Directors, who have been so advised by
Kaupthing, consider the terms of the Offer to be fair and reasonable.  In giving
its advice to the Independent Directors, Kaupthing has taken into account the
commercial assessments of the Independent Directors.

*                       The Independent Directors believe that the Offer is in
the best interests of Teesland Shareholders as a whole and intend unanimously to
recommend that Teesland Shareholders accept the Offer when the Offer is made.

UBS Investment Bank is acting as sole financial adviser to VHL and Kaupthing is
acting as financial adviser to Teesland.

Enquiries:
Valad (Hurst) Limited                                            Tel: [phone]

Cesidio Di Ciacca
UBS Investment Bank (Financial Adviser to Valad (Hurst) Limited) Tel: [phone]

Liam Beere

Thomas Onions
Teesland                                                         Tel: [phone]

Charles Lewis

Alan Murray
Kaupthing (Financial Adviser to Teesland)                        Tel: [phone]

Nicholas How

Sebastian Monk



The above summary should be read in conjunction with, and is subject to, the
full text of this announcement (including its Appendices).  Terms used in the
summary have the meaning given to them in Appendix III to this announcement.
Appendix II contains source notes relating to certain information contained in
this announcement.


For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO

                                                                 3 December 2007

                             RECOMMENDED CASH OFFER

                                      for

                                  Teesland Plc

                                       by

                             Valad (Hurst) Limited

                         advised by UBS Investment Bank





1.           Introduction



The Board of VHL and the Independent Directors of Teesland, being Charles Lewis
and Alan Murray, announce today that they have reached agreement on the terms of
a recommended cash offer to be made by VHL to acquire the entire issued and to
be issued ordinary share capital of Teesland not already owned or otherwise
contracted to be acquired by VHL or its associates.



Kevin McCabe, Peter Hurley and the executive directors of Teesland are
considered not to be independent for the purposes of considering and
recommending the Offer as they have existing management responsibilities within,
or relationships with, the VHL Group.  Accordingly, the Independent Directors,
being Alan Murray and Charles Lewis, have taken responsibility for considering
the merits of the Offer on behalf of Teesland Shareholders.



On 22 December 2006, VHL (under its former name of SCAMP Holdings Limited) made
the 2006 Offer, being a recommended cash offer to acquire the entire issued and
to be issued ordinary share capital of Teesland not already owned or otherwise
contracted to be acquired by VHL or its associates.  The offer price under the
2006 Offer was 159.25 pence per ordinary share of 1 penny each in the then
issued share capital of Teesland.  The 2006 Offer was declared wholly
unconditional on 1 February 2007 and, on the final closing date of 7 March 2007,
VHL had received acceptances in respect of approximately 65.79 per cent. of the
issued share capital of Teesland.  In addition, upon the making of the Offer, an
associate of VHL held approximately 6.54 per cent. of the issued share capital
of Teesland.  Consequently VHL and its associates, following the closing of the
2006 Offer, owned (and continue to own) approximately 72.33 per cent. of the
issued share capital of Teesland.





2.           Recommendation



The Independent Directors, who have been so advised by Kaupthing, consider the
terms of the Offer to be fair and reasonable.  In giving its advice to the
Independent Directors, Kaupthing has taken into account the commercial
assessments of the Independent Directors.



The Independent Directors believe that the Offer is in the best interests of
Teesland Shareholders as a whole and intend unanimously to recommend that
Teesland Shareholders accept the Offer when the Offer is made.



3.         The Offer



VHL will offer to acquire, on the terms of and subject to the condition and
further terms set out below and in Appendix I to this announcement, and the full
terms and conditions which will be set out in the Offer Document and (in the
case of Teesland Shares held in certificated form) the Form of Acceptance, the
entire issued and to be issued ordinary share capital of Teesland not already
owned or otherwise contracted to be acquired by VHL or its associates, on the
following basis:


for each Teesland Share                                191 pence in cash



The Offer Price represents a discount of approximately 8.39 per cent. to the
Closing Price of  208.5 pence per Teesland Share on 30 November 2007 (being the
last Business Day prior to the date of this announcement).



The Offer will extend to all Teesland Shares unconditionally allotted or issued
and fully paid on the date of the Offer (excluding any treasury shares except to
the extent these cease to be held as treasury shares before such date as VHL may
determine) and any Teesland Shares which are unconditionally allotted or issued
and fully paid whilst the Offer remains open for acceptance or by such earlier
date as VHL may, subject to the City Code, decide, not being earlier than the
date on which the Offer becomes or is declared unconditional as to acceptances.



The Teesland Shares will be acquired pursuant to the Offer fully paid and free
from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including, without
limitation, voting rights and the right to receive and retain all dividends and
distributions (if any) announced, declared, made or paid after the date of the
Offer.



4.           Background to and reasons for recommending the Offer



On 21 December 2006, VHL made a recommended cash offer for Teesland, which was
declared wholly unconditional on 1 February 2007 and pursuant to which VHL and
its associates achieved an aggregate holding of approximately 72.33 per cent. of
Teesland's issued share capital.  Another investor acquired a stake of
approximately 26.69 per cent. of Teesland's issued share capital during the
course of the 2006 Offer.  As a consequence, VHL was unable to delist Teesland
as it had intended at the time it launched the 2006 Offer.



While Teesland turnover for the year ended 30 June 2007 was #38.4 million (2006:
#30.6 million), representing an increase of 25 per cent. on the previous year,
profit before tax, bid advisory costs, share of associates' and joint ventures'
tax and amortisation of intangibles for the year was #5.9 million (2006: #12.8
million) representing a decrease of 54 per cent. on the previous year.



During the course of the 2006 Offer, VHL announced that it had served notice on
Teesland cancelling the management contract for a number of key contracts and
indicating that it would not be renewing certain development project management
contracts as they fell due for renewal during the financial year ending 30 June
2008.  Due to the loss of these contracts and the relative decline in financial
performance, the Teesland Board did not pay a dividend for the financial year
ended 30 June 2007.



Since completion of the 2006 Offer in March of this year, there has not been a
proper market in Teesland Shares with the limited number of shares in public
hands resulting in very low liquidity and a generally unresponsive share price.
On 16 November 2007, Teesland reported that the property market in the UK
continues to experience challenging investment conditions, although in Europe
there has been little evidence of the type of investment conditions experienced
in the UK and strong occupier demand is evident in all markets where Teesland is
operating. It was reported that Teesland is continuing with its plans to launch
further funds during the year, especially in Europe, although the lack of
liquidity in international financial markets has yet to be fully quantified, and
it is also looking at other opportunities to create income through its property
services business.



In the opinion of the Independent Directors, the renewed approach from VHL and
the level of its Offer provide Teesland Shareholders with an opportunity to
realise their investment at a premium to the 2006 Offer price and to the volume
weighted average price of Teesland Shares since the 2006 Offer closed. In
considering the terms of the Offer, the Independent Directors have taken into
account, amongst other things, the achievability of future increased earnings,
the lack of an effective market for Teesland Shares, the continuing obligations
and costs of remaining a listed company notwithstanding the lack of an effective
market, and the lack of the availability of potential "warehousing" vehicles,
absent continued support from VHL and its associates. Given all of the above,
the Independent Directors believe (having been advised by Kaupthing) that the
Offer provides certainty of value today which, in the absence of the Offer, may
not otherwise be realisable in the short to medium term.



5.           Background to and reasons for the Offer



On 22 December 2006, VHL (under its former name of SCAMP Holdings Limited) made
a recommended cash offer to acquire the then entire issued and to be issued
ordinary share capital not then already owned or otherwise contracted to be
acquired by VHL or its associates.  Upon the closing of the 2006 Offer, VHL
held, together with its associates, approximately 72.33 per cent. of the then
issued share capital of Teesland.



In July 2007, VHL was acquired by Valad Property Group as part of its planned
expansion in European real estate.



VHL still wishes to acquire the outstanding shares in Teesland which were not
acquired pursuant to the 2006 Offer and, accordingly, is making the Offer to
provide Teesland Shareholders with the opportunity to sell their Teesland Shares
at the Offer Price, which is higher than the price of 159.25 pence per Teesland
Share offered under the 2006 Offer, which was also recommended.



6.           Acceptance and settlement



VHL has received (held as undelivered) a pre-completed Form of Acceptance from
Polygon Global Opportunities Master Fund in respect of 33,527,393 Teesland
Shares representing, in aggregate, approximately 26.69 per cent. of the existing
issued share capital of Teesland and approximately 96.46 per cent. of the
Teesland Shares not currently owned by VHL and its associates.  The shareholder
has given assurances to VHL that such Form of Acceptance will be released to VHL
upon the posting of the Offer Document.



Once the Form of Acceptance referred to above has been released and Capita
Registrars has issued a certificate in relation to such Form of Acceptance in
accordance with the relevant provisions of the Offer Document, VHL will have
received valid acceptances in respect of not less than 90 per cent. in nominal
value of the Teesland Shares to which the Offer relates, and not less than 90
per cent. of the voting rights carried by the Teesland Shares to which the Offer
relates and will declare the Offer wholly unconditional and then exercise its
rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to
acquire compulsorily the remaining Teesland Shares on the same terms as the
Offer.



Settlement of the consideration to which any Teesland Shareholder is entitled
under the Offer will be effected by the issue of cheques or crediting of CREST
accounts (i) in the case of acceptances received, complete in all respects, by
the date on which the Offer becomes or is declared wholly unconditional, within
7 days of such date; or (ii) in the case of acceptances of the Offer received,
complete in all respects, after the date on which the Offer becomes or is
declared wholly unconditional but while it remains open for acceptance, within 7
 days of such receipt, and in either case in the manner to be set out in the
Offer Document.





7.           Information relating to VHL



VHL was formed in October 2003 to acquire Ancient Mariner Properties and
Scarborough Development Group.  VHL has operations in the UK and Northern Europe
with offices situated in Edinburgh, York, Leeds, Cardiff, Brussels and London.



VHL derives income primarily from rental, property and portfolio trading, asset
management, direct development and development management.  VHL and its
controlled entities have a significant underlying land bank and development
pipeline.



For the year ended 28 February 2007, VHL reported a consolidated profit before
tax of #18.6 million (2006: #19.4 million) on turnover of #72.8 million (2006:
#88.9 million).  The net assets of VHL as at 28 February 2007 were #118.0
million.



On 10 July 2007, Valad Property Group completed its acquisition of VHL (which
included VHL's holding and that of its associates representing, in aggregate,
approximately 72.33 per cent. of the issued share capital of Teesland).  Valad
Property Group was established in 1995 as a specialist property fund manager and
has grown to become Australia's leading manager of value-added property funds
and a substantial investor in active and passive real-estate.  Valad Property
Group is listed on the Australian Stock Exchange.



Further information on VHL and Valad Property Group will be set out in the Offer
Document.



8.           Information relating to Teesland



Teesland is a European property fund and asset manager providing specialist
services to a range of funds and institutions investing in real estate in the UK
and in Western and Central Europe.



The Teesland Group is structured as a network of local offices in each country
that provide experienced local market professionals who can both access stock
and deliver 'hands on' asset management. This is coupled with an experienced
fund management team working out of the UK.



The Teesland Group principally manages properties which are owned by investors
via tax efficient collective investment vehicles located both on and off shore
with a view to maximising both income and capital returns to those investors.



As part of its fund and asset management business, the Teesland Group derives
income from ancillary property related services including "warehousing", project
management, property management and insurance broking.



Teesland manages some #4.2 billion of assets in ten main funds across the
industrial/business, mixed commercial, retail and university housing sectors in
both the UK and Europe.



For the year ended 30 June 2007, Teesland reported turnover of #38.4 million
(2006: #30.6 million) and profit before tax and Teesland's share of tax of
associates and joint ventures of #2.4 million (2006: #10.9 million).  The net
assets of Teesland as at 30 June 2007 were #74.1 million (2006: #71.7 million),
which included intangible assets of #55.4 million (2006: #50.8 million).



9.           Financing of the Offer



UBS is satisfied that sufficient financial resources are available to VHL to
enable it to satisfy in full the consideration payable to Teesland Shareholders
under the terms of the Offer.



10.         Management and employees



The Board of VHL considers Teesland's management and employees to be a key
component of Teesland's value and, accordingly, has given assurances to the
Independent Directors that, upon the Offer becoming or being declared wholly
unconditional, the existing employment rights of all Teesland Group employees
will continue to be safeguarded and their accrued rights to pension benefits
protected. VHL's plans do not involve any material change to the conditions of
employment of Teesland's employees, nor are there any current plans to change
the principal locations of Teesland's business.



Following the Offer becoming or being declared wholly unconditional, the nature
and extent of any continuing involvement with Teesland of Charles Lewis and Alan
Murray will be addressed.  The other non-executive directors, Peter Hurley and
Kevin McCabe (who are also directors of Valad Property Group), will remain on
the Board of Teesland following the Offer becoming or being declared wholly
unconditional.



11.          Share options



In connection with the 2006 Offer, appropriate proposals were made to
participants under the then existing share schemes in Teesland, with the result
that, following the 2006 Offer being closed, there were no options outstanding
under such schemes.  No further grants of options have been made under those, or
any other, schemes since then.



12.         Disclosure of interests in Teesland Shares



Save for the information below in this paragraph, neither VHL nor any of the
directors of VHL nor, so far as VHL or the directors of VHL are aware, any party
acting in concert with VHL for the purposes of the Offer, has an interest in, or
has any right to subscribe for, any relevant securities of Teesland, nor are
they party to any short positions (whether conditional or absolute and whether
in the money or otherwise) relating to relevant securities of Teesland,
including short positions under derivatives, agreements to sell or any delivery
obligations or rights to require another person to take delivery.



Neither VHL nor any director of VHL nor, so far as VHL or the directors of VHL
are aware, any person acting in concert with VHL, has borrowed or lent any
relevant securities of Teesland.


Name                             Number of Teesland Shares           Percentage of issued share capital
                                                                     of Teesland as at 30 November 2007
                                                                                     (%)
Valad (Hurst) Limited                 82,647,712                                    65.79
Scarborough (UK) Limited              8,221,992                                     6.54



13.          Compulsory acquisition, delisting and cancellation of trading in
Teesland Shares



Once the Form of Acceptance referred to in paragraph 6 above has been released
and Capita Registrars has issued a certificate in relation to such Form of
Acceptance in accordance with the relevant provisions of the Offer Document, VHL
will have received valid acceptances in respect of not less than 90 per cent. in
nominal value of the Teesland Shares to which the Offer relates, and not less
than 90 per cent. of the voting rights carried by the Teesland Shares to which
the Offer relates, and VHL will declare the Offer wholly unconditional and then
exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the
2006 Act to acquire compulsorily the remaining Teesland Shares on the same terms
as the Offer.



If VHL acquires or agrees to acquire, by virtue of its shareholding and
acceptances of the Offer, issued share capital carrying 75 per cent. or more of
the voting rights of Teesland (which will be the case once the Form of
Acceptance referred to above is processed in accordance with the terms of the
Offer) then, subject to any applicable requirements of the UK Listing Authority,
VHL intends to procure that Teesland applies to the UK Listing Authority for the
removal of Teesland Shares from listing on the Official List and to the London
Stock Exchange for cancellation of trading in Teesland Shares on its market for
listed securities.  It is anticipated that such cancellation will take effect no
earlier than 20 Business Days following VHL first having acquired or agreed to
acquire such issued share capital. Delisting and the cancellation of trading of
Teesland Shares will significantly reduce the liquidity and marketability of any
Teesland Shares not acquired by VHL.



It is also intended that, following the Offer becoming or being declared wholly
unconditional, Teesland will, in due course, be re-registered as a private
company.



14.         Posting of Offer Document and other matters



The Offer Document and Form of Acceptance will be posted to Teesland
Shareholders later today.  The full terms of and the condition to the Offer will
be set out in the Offer Document and (in the case of Teesland Shares held in
certificated form) the Form of Acceptance.  In deciding whether or not to accept
the Offer, Teesland Shareholders should rely on the information contained in,
and follow the procedures described in, the Offer Document and (in the case of
Teesland Shares held in certificated form) the Form of Acceptance.



The availability of the Offer to persons not resident in the UK may be affected
by the laws of their relevant jurisdiction.  Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Offer Document.



The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts.  The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange, the UK
Listing Authority and other legal or regulatory requirements.



Appendix I to this announcement sets out the condition to and a further term of
the Offer.  Appendix II to this announcement contains source notes relating to
certain information contained in this announcement. Certain terms used in this
announcement are defined in Appendix III to this announcement.



In accordance with Rule 2.10 of the City Code, Teesland announces that,
as at close of business on 30 November 2007, it had in issue 125,629,130
ordinary shares of 1 penny each. There are no treasury shares in issue. The ISIN
reference number of these securities is GB0031695223.





Enquiries:


Valad (Hurst) Limited                                            Tel: [phone]

Cesidio Di Ciacca
UBS Investment Bank (Financial Adviser to Valad (Hurst) Limited) Tel: [phone]

Liam Beere

Thomas Onions
Teesland                                                         Tel: [phone]

Charles Lewis

Alan Murray
Kaupthing (Financial Adviser to Teesland)                        Tel: [phone]

Nicholas How

Sebastian Monk



UBS is acting exclusively as financial adviser to VHL and for no one else in
connection with the Offer and will not be responsible to anyone other than VHL
for providing the protections afforded to clients of UBS or for providing advice
in relation to the Offer, the contents of this announcement or any other matter
referred to therein.

Kaupthing, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Teesland and no one else
in connection with the Offer and will not be responsible to anyone other than
Teesland for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to therein.

This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction.  Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and (where applicable) the Form of Acceptance.  The laws of relevant
jurisdictions may affect the availability of the Offer to persons not resident
in the United Kingdom.  Persons who are not resident in the United Kingdom, or
who are subject to the laws of any jurisdiction other than the United Kingdom,
should inform themselves about and observe any applicable legal or regulatory
requirements of their jurisdiction.  The Offer Document will be available for
public inspection.

Unless otherwise determined by VHL, the Offer will not be made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of the United States, Canada, Australia or
Japan and the Offer, when made, will not be capable of acceptance by any such
use, means, instrumentality or facilities or from or within the United States,
Canada, Australia or Japan (or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction).  Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan (or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction) and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in, into or from any
such jurisdiction.  Doing so may render invalid any purported acceptance of the
Offer. This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside England.

Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the Teesland
Group and certain plans and objectives of the boards of directors of Teesland
and VHL.  These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.  Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words of similar meaning.  These statements are based on assumptions
and assessments made by the boards of directors of Teesland and VHL in light of
their experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate.  By
their nature, forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements in this
document could cause actual results and developments to differ materially from
those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this document.  Teesland and VHL assume no obligation to
update or correct the information contained in this announcement, whether as a
result of new information, future events or otherwise, except to the extent
legally required.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of either Teesland or
VHL except where expressly stated.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Teesland, all "dealings" in any "relevant securities"
of Teesland (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the Business Day following the date of the
relevant transaction.  This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends.  If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of Teesland, they
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Teesland, by VHL or Teesland, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website.  If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number [phone]; fax number [phone].



Appendix I

                             CONDITION TO THE OFFER

The Offer will be subject to valid acceptances of the Offer being received (and
not, where permitted, withdrawn) by 1.00 p.m. on the day which is 21 days
following the despatch of the Offer Document (or such later times and/or dates
as VHL may, subject to the rules of the City Code, decide) in respect of not
less than 90 per cent. in nominal value of the Teesland Shares to which the
Offer relates, and not less than 90 per cent. of the voting rights carried by
the Teesland Shares to which the Offer relates (and the expression "Teesland
Shares to which the Offer relates" and "associates" shall be construed in
accordance with sections 974 to 991 of the 2006 Act).



If VHL is required by the Panel to make an offer for the Teesland Shares under
Rule 9 of the City Code, VHL may make such alteration to the terms and
conditions of the Offer as may be necessary to comply with the provisions of the
City Code.



Further term  of the Offer



The Offer will be on the terms and subject, inter alia, to the condition which
is set out in this announcement and those terms which will be set out in the
Offer Document and (in the case of Teesland Shares held in certificated form) in
the Form of Acceptance and such further terms as may be required to comply with
the provisions of the City Code.  This announcement does not constitute an offer
or an invitation to purchase any securities.






                                  APPENDIX II



                BASES OF CALCULATION AND SOURCES OF INFORMATION



In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:



1.            historic Closing Prices are sourced from the Daily Official List
and represent the closing middle market price for Teesland Shares on the
relevant date; and



2.            the value attributed to the entire issued share capital of
Teesland is based upon the 125,629,130 Teesland Shares in issue as at the date
of this announcement.


                                  APPENDIX III



                                  DEFINITIONS



The following definitions apply throughout this announcement unless the context
requires otherwise.


Australia                                  the Commonwealth of Australia, its states, territories and
                                           possessions
Board                                      as the context requires, the board of directors of Teesland or
                                           board of directors of VHL and the terms "Teesland Board" and "
                                           VHL Board" shall be construed accordingly
Business Day                               any day (other than a public holiday, Saturday or Sunday) on
                                           which clearing banks in London are open for normal business
Canada                                     Canada, its provinces and territories and all areas under its
                                           jurisdiction and political sub-divisions thereof
certificated or in certificated form       a share or other security which is not in uncertificated form
                                           (that is, not in CREST)
City Code                                  the City Code on Takeovers and Mergers
Closing Price                              the closing middle market quotation of a Teesland Share as
                                           derived from the Daily Official List
CREST                                      the relevant system (as defined in the Regulations) in respect
                                           of which Euroclear UK & Ireland Limited is the Operator (as
                                           defined in the Regulations)
Daily Official List                        the Daily Official List of the London Stock Exchange
Form of Acceptance                         the personalised form of acceptance relating to the Offer
                                           which will (where a Teesland Shareholder holds Teesland Shares
                                           in certificated form) accompany the Offer Document
Independent Directors                      Charles Lewis and Alan Murray, non-executive directors of
                                           Teesland
Japan                                      Japan, its cities, prefectures, territories and possessions
Kaupthing                                  Kaupthing Singer & Friedlander Capital Markets Limited
Listing Rules                              the rules and regulations made by the Financial Services
                                           Authority in its capacity as the UK Listing Authority under
                                           the Financial Services and Markets Act 2000 and contained in
                                           the UK Listing Authority's publication of the same name
London Stock Exchange                      London Stock Exchange plc
Offer                                      the recommended cash offer to be made by VHL to acquire the
                                           entire issued and to be issued ordinary share capital of
                                           Teesland not already owned or otherwise contracted to be
                                           acquired by VHL or its associates, on the terms and subject to
                                           the condition to be set out in the Offer Document and (in the
                                           case of Teesland Shares held in certificated form) the Form of
                                           Acceptance including, where the context so requires, any
                                           subsequent revision, variation, extension, or renewal of such
                                           Offer
Offer Document                             the formal document to be posted to Teesland Shareholders and
                                           others containing, amongst other things, the Offer
Offer Period                               the period commencing on 3 December 2007 and ending on the
                                           date which is 21 days following the posting of the Offer
                                           Document or, if later, on the date on which the Offer becomes
                                           or is declared unconditional as to acceptances or lapses or is
                                           withdrawn
Offer Price                                191 pence in cash per Teesland Share
Official List                              the Official List of the UK Listing Authority
Overseas Shareholders                      Teesland  Shareholders (or nominees of, or custodians or
                                           trustees for Teesland Shareholders) not resident in or
                                           citizens of the United Kingdom
Panel                                      the Panel on Takeovers and Mergers
Regulations                                the Uncertificated Securities Regulations 2001 (SI 2001 No.
                                           3755)
Securities Act                             the United States Securities Act of 1933, as amended
subsidiary and subsidiary undertaking      the meaning given to these terms in the Companies  Act 1985
                                           but for those purposes ignoring paragraph 20(1)(b) of Schedule
                                           4A to the Companies Act 1985
Teesland                                   Teesland Plc
Teesland Directors or Directors of         the directors of Teesland at the date of this announcement
Teesland
Teesland Group                             Teesland and its subsidiaries and subsidiary undertakings
Teesland Shareholders                      holders of Teesland Shares
Teesland Shares                            includes:

                                            (i)                 the existing unconditionally allotted or
                                           issued and fully paid ordinary shares of 1 penny each in the
                                           capital of Teesland; and

                                           (ii)                 any further ordinary shares of 1 penny
                                           each in the capital of Teesland which are unconditionally
                                           allotted or issued and fully paid before the Offer closes or
                                           before such earlier date as VHL (subject to the City Code) may
                                           determine not being earlier than the date on which the Offer
                                           becomes or is declared unconditional as to acceptances,

                                           but excludes any shares held as treasury shares on such date
                                           as VHL may determine before the Offer closes (which may be a
                                           different date to the date referred to in (ii))
treasury shares                            any Teesland  Shares held by Teesland as treasury shares
UBS or UBS Investment Bank                 UBS Limited, a company incorporated in England and Wales with
                                           registered number 2035362
UK or United Kingdom                       the United Kingdom of Great Britain and Northern Ireland (and
                                           its dependent territories)
UK Listing Authority                       the Financial Services Authority acting in its capacity as the
                                           competent authority for the purposes of Part VI of the
                                           Financial Services and Markets Act 2000
uncertificated or in uncertificated form   a Teesland Share which is for the time being recorded on the
                                           relevant register of the share or security concerned as being
                                           held in uncertificated form in CREST and title to which, by
                                           virtue of the Regulations, may be transferred by means of
                                           CREST
United States of America or United States  the United States of America, its territories and possessions,
or US                                      any state of the United States of America and the District of
                                           Columbia
US Person                                  a US person as defined in Regulation S under the Securities
                                           Act
Valad Property Group                       together, Valad Commercial Management Limited and Valad Funds
                                           Management Limited
VHL                                        Valad (Hurst) Limited
VHL Directors or Directors of VHL          the directors of VHL at the date of this announcement
VHL Group                                  VHL and its subsidiaries and subsidiary undertakings
2006 Act                                   the Companies Act 2006
2006 Offer                                 the recommended cash offer made by VHL (under its former name
                                           of SCAMP Holdings Limited) on 22 December 2006 to acquire the
                                           then entire issued and to be issued ordinary share capital not
                                           then already owned or otherwise contracted to be acquired by
                                           VHL or its associates

All references to time in this document are to London time.



Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.






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

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