Offer Update

RNS Number:9258K
Property Income & Growth Fund Ld
09 May 2003

9 May 2003

Property Income & Growth Fund Limited (the "Company") &

BC Property Securities Limited (the "Subsidiary")



Further re Offer by Land Race Limited

The directors (the "Board" or "Directors") of Property Income & Growth Fund
Limited and BC Property Securities Limited (together the "Group") note the
announcement earlier today by Land Race Limited ("Land Race") that valid
acceptances in respect of 67.05% of the ordinary shares in the Company had been
received by 3.00 p.m. on 8 May 2003 and that it had declared its offer for the
ordinary shares unconditional as to acceptances. The Land Race offer remains
open for acceptance until further notice. For the Land Race offer to be declared
wholly unconditional, the remaining conditions relating to the Land Race offer
must be waived by Land Race or satisfied within 21 days.

The Company announced on 11 December 2002 that the Board had rejected an
unsolicited approach from BFS Managed Properties Limited and on 12 December 2002
the Company was placed in an Offer Period under the rules of The City Code on
Takeovers and Mergers. The Company has remained in an Offer Period since that
date. On 3 April 2003 the Board of the Company announced the recommendation of
the Land Race offer.

The Directors of the Group announced on 23 April 2003 that they had received an
unsolicited approach from a third party (later announced to be ING Real Estate
Investment Management (UK) Limited ("ING Real Estate") and its client). It was
noted that this approach was at a preliminary stage and the potential offeror
and its advisers were still considering certain due diligence information. The
Board noted in the announcement that certain of the terms and, in particular the
consideration for the ZDP shares of the Subsidiary, would be inadequate to
secure a recommendation from the Boards.

The provision of information and discussions between the Company and ING Real
Estate's advisers actively continued with a view to seeking to establish, if
possible, the terms and conditions for offers for the ordinary shares of the
Company and the ZDP shares of the Subsidiary that could be recommended to
shareholders.

On 6 May 2003, ING Real Estate announced significantly improved indicative terms
and that it was contemplating making the following inter-conditional offers, for
which they would seek the recommendation of the Directors of the Group:

  * 17.5p per ordinary share, plus the 0.5p Special Dividend declared in
    connection with the Land Race offer; and

  * 100p in cash for each zero dividend preference share of the Subsidiary.


The making of any formal offer by ING Real Estate was still stated to be subject
to a number of pre-conditions including the satisfactory outcome of their
further due diligence into the Group.

The Directors of the Group note, with regret, that notwithstanding both parties'
efforts ING Real Estate has not been able to confirm formal offers to the Boards
of the Group prior to the announcement by Land Race that it had declared its
offer for the ordinary shares in the Company unconditional as to acceptances.

The Board of the Company recommends ordinary shareholders, who have not already
done so, to accept the Land Race offer without further delay.


Enquiries:
Hugh Field                                                       020 7678 8000

Hoare Govett Limited


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

Hoare Govett Limited, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for the Group and for no-one else in
connection with the unsolicited approach and will not be responsible to anyone
other than the Group for providing the protections afforded to customers of
Hoare Govett Limited or for providing advice in relation to the unsolicited
approach.


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