Offer Update

RNS Number:3667K
Property Income & Growth Fund Ld
24 April 2003



For Immediate Release



Property Income & Growth Fund Limited and BC Property Securities Limited



Offer for Property Income & Growth Fund Limited



24th April 2003



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







                             Recommended Cash Offer

                                       by

                          Teather & Greenwood Limited

                                  on behalf of

                               Land Race Limited

                    for ALL OF the ISSUED Ordinary Shares of

                     Property Income & Growth Fund Limited







Land Race Limited ("Land Race") announces that by 3.00pm on 24th April 2003,
being the first closing date of the Offer, valid acceptances had been received
for 53,248,630 Ordinary Shares, representing approximately 61.2 per cent. of the
existing issued ordinary share capital of Property Income & Growth Fund Limited
("Property Income & Growth"). Land Race has therefore decided to extend the
Offer until 3.00 pm on 8th May 2003.



Land Race notes the announcement released by the Directors of Property Income &
Growth on 23rd April 2003 regarding an unsolicited approach from a third party
(which had not previously approached the Group) which may or may not lead to
offers being made for the Ordinary Shares and ZDP Shares. The announcement
stated that the approach was at a preliminary stage and that certain due
diligence information was still being considered by the potential offeror. Land
Race also notes that the initially indicated terms provide, inter alia, for an
inter-conditional offer for both classes of share and that the Board of Property
Income & Growth believes that certain of those terms would be inadequate to
secure the recommendation from the Board which the potential offeror has advised
it is seeking.



Land Race also notes the announcement by Property Income & Growth that, at the
EGM held today, the special resolution amending the articles of association to
enable the minority acquisition of shares was duly passed, thereby satisfying
condition (c) on page 21 of the Offer Document.



Land Race wishes to remind Shareholders that its offer is the only formal offer
which has been received by Property Income & Growth and it continues to be
recommended by the Board of Property Income & Growth. The consideration under
the Offer, including the special dividend, cannot be despatched to Ordinary
Shareholders until the Offer is declared wholly unconditional. Land Race
therefore urges those Ordinary Shareholders who have not already done so to
accept its cash offer without further delay.



Enquiries:



Land Race Limited

David Bruce      01202 305 900



Teather & Greenwood (Financial Adviser to Land Race)

Jonathan Becher  020 7426 9000

Paul Fincham      020 7426 9000



Hoare Govett (Financial Adviser to Property Income & Growth)

Bob Cowdell       020 7678 8000

Hugh Field        020 7678 8000



Definitions used in the Offer Document dated 3rd April 2003 have the same
meaning when used in this announcement except where the context requires
otherwise.



The Directors of Land Race accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Land Race (who have taken all reasonable care to ensure that such is the
case) such information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.



Teather & Greenwood Limited, a company authorised and regulated by the Financial
Services Authority, is acting exclusively for Land Race Limited and no-one else
in connection with the Offer and will not be responsible to anyone other than
Land Race Limited for providing the protections afforded to clients of Teather &
Greenwood Limited nor for giving advice in relation to the Offer or any other
matter referred to herein.



Hoare Govett Limited, a company authorised and regulated by the Financial
Services Authority, is acting exclusively for Property Income & Growth and
no-one else in connection with the Offer and will not be responsible to anyone
other than Property Income & Growth for providing the protections afforded to
clients of Hoare Govett Limited nor for giving advice in relation to the Offer
or any other matter referred to herein.



The Investment Manager manages on a discretionary basis the investments of,
inter alia, Yeoman Investment Trust plc and US Growth & Income Fund Limited
which hold 5,500,000 Ordinary Shares and 2,860,000 Ordinary Shares respectively.
In addition, BC Income & Growth Fund Limited which was managed by the Investment
Manager on a discretionary basis until 13 August 2002 when it was put into
liquidation, owns 1,500,000 Ordinary Shares. Valid acceptances have been
received in respect of the Ordinary Shares held by Yeoman Investment Trust plc
and BC Income & Growth Fund Limited which are included in the total of valid
acceptances received as at 3.00pm on 24th April 2003 as set out above. No
irrevocable undertakings or letters of intention had been sought from clients of
the Investment Manager or any other Ordinary Shareholders.



As at the close of business on 10th December 2002, the day prior to the
commencement of the Offer Period, and except as set out above, neither Land Race
nor any person deemed to be acting in concert with Land Race, owned or
controlled any Ordinary Shares (or rights over Ordinary Shares). Since that
date, neither Land Race nor any person acting in concert with Land Race for the
purpose of the Offer has acquired or agreed to acquire any Ordinary Shares (or
rights over Ordinary Shares) other than pursuant to the Offer.



The availability of the Offer to Property Income & Growth Shareholders who are
not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction. Ordinary Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.



The Offer is not being made, directly or indirectly, in or into the United
States, or by use of the mail, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States nor is it being made directly or
indirectly in or into Canada, Australia or Japan and the Offer cannot be
accepted by any such use, means, instrumentality or facility or from or within
the United States, Canada, Australia or Japan subject to certain exceptions.
Accordingly, copies of the Form of Acceptance 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.





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