Offer for Eurocity Properties

RNS Number:5736D
Panther Securities PLC
08 November 2002


This announcement is not for release, publication or distribution in whole or in
part in or into the United States, Canada, Australia, Japan or the Republic of
Ireland.

                                                              8th November, 2002


              PANTHER SECURITIES PLC ("Panther" or "the Company")


                     Announcement of a Recommended Offer by

                          John East & Partners Limited

                                  on behalf of

                           Panther Securities PLC for

                      Eurocity Properties plc ("Eurocity")



Key Features



*    23p in cash for each Eurocity Share held; or
     
*    One New Panther Share for every seven Eurocity Shares held.

*    The Independent Director of Eurocity will recommend that Eurocity 
     Shareholders accept the Offer.


This summary should be read in conjunction with the full text of this
announcement.  The full text of the conditions and reference to further terms of
the Offer are set out in Appendices I and III of this announcement.


Appendix III also contains definitions and terms used in the announcement.


Enquiries


Panther Securities PLC
Andrew Perloff                                               Tel: [phone]

John East & Partners Limited
David Worlidge/ Simon Clements/ Nandita Sahgal               Tel: [phone]

Nabarro Wells & Co. Limited
Keith Smith/Robert Lo                                        Tel:  [phone]

Eurocity Properties PLC
Nicholas Jeffrey                                             Tel:  [phone]





This announcement, issued by John East & Partners Limited, does not constitute
an offer or an invitation to acquire any securities.  Any such offer will only
be made pursuant to the Offer Document and Form of Acceptance.  John East &
Partners Limited has approved this announcement as a financial promotion solely
for the purpose of section 21 of the Financial Services and Markets Act 2000.



John East & Partners Limited, which is regulated by The Financial Services
Authority, is acting exclusively for Panther and is acting for no one else in
connection with the Offer and will not be responsible to anyone other than
Panther for providing the protections afforded to customers of John East &
Partners Limited nor for providing advice in relation to the Offer.



Nabarro Wells, which is regulated by the Financial Services Authority, is acting
exclusively for Eurocity and is acting for no one else in connection with the
Offer and will not be responsible to anyone other than Eurocity for providing
the protections afforded to customers of Nabarro Wells nor for providing advice
in relation to the Offer.


                                                              8th November, 2002



This announcement is not for release, publication or distribution in whole or in
part, in or into the United States of America, Canada, Australia, Japan or the
Republic of Ireland.



                              Recommended Offer by

                          John East & Partners Limited

                                  on behalf of

                           Panther Securities PLC for

                      Eurocity Properties plc ("Eurocity")





Introduction

The Boards of Eurocity and Panther announce that they have reached agreement on
the terms of a recommended offer to be made by John East & Partners on behalf of
Panther for the whole of the issued and to be issued share capital of Eurocity
not already owned by Panther.



The Offer values the whole of the existing issued share capital of Eurocity at
#1.34 million.



At the date of this announcement Panther holds 1,687,563 Eurocity Shares,
representing 28.97 per cent. of Eurocity's issued share capital.  Panther has
received irrevocable undertakings to accept the Offer from certain Eurocity
Shareholders in respect of an aggregate of 1,391,157 Eurocity Shares,
representing 23.9 per cent. of Eurocity's issued share capital.  These
undertakings remain binding in the event of a higher offer.



The Offer

The Offer which is subject to the conditions set out in Appendix I and further
terms set out in Appendix III and to be set out in the formal Offer Document and
in the Form of Acceptance when issued, will be made on the following basis:



              For each Eurocity Share                  23p in cash



The Offer values Eurocity's existing issued share capital at approximately #1.34
million.



The Offer represents a premium of 48.4 per cent. over the closing middle market
quotation for an Eurocity Share of 15.5p on 27th September, 2002 (the last
business day prior to the commencement of the offer period).



The Offer represents a premium of 12.2 per cent. over the closing middle market
quotation for an Eurocity Share of 20.5p on 7th November, 2002 (the last
business day prior to the publication of this announcement).



For illustrative purposes the financial effects of acceptance of the Offer are
set out in Appendix II.



The Offer will extend to any Eurocity Shares allotted as a result of the
exercise of Eurocity Options or Warrants while the Offer remains open for
acceptance.



The Cash Consideration payable under the Offer will be satisfied out of
Panther's own cash resources.  John East & Partners is satisfied that the
necessary financial resources are available to Panther to satisfy full
acceptance of the Offer.



Immediately prior to this announcement, save as disclosed in this announcement,
neither Panther, nor, as far as Panther is aware, any person acting in concert
with Panther, owned or controlled any Eurocity Shares or holds any options to
purchase Eurocity Shares or has entered into any derivative contracts referenced
to the securities of Eurocity which remain outstanding.



          Share Alternative

          Eurocity Shareholders who accept the Offer will be able to elect to
receive, in place of all or part of the cash to which they would otherwise be
entitled, New Panther Shares on the following basis:



             One New Panther Shares for every seven Eurocity Shares



and so in proportion for any other number of Eurocity Shares held.



Based on the closing middle market quotation for Panther Shares on 7th November,
2002, (the last business day prior to the publication of this announcement), the
Share Alternative values each Eurocity Share at 22.1p per share, representing a
premium of 7.8 per cent. over the closing middle market quotation for an
Eurocity Share of 20.5p on the same date.



The New Panther Shares to be issued under the Share Alternative will be issued
credited as fully paid and will rank pari passu with existing issued Panther
Shares save that they will not carry the right to receive any dividend declared
in respect of the year ending 31st December, 2002.



If all Eurocity Shareholders elect for the Share Alternative up to 496,885 New
Panther Shares will be issued, representing 2.8 per cent. of the enlarged issued
share capital of Panther.



Holders of Eurocity warrants would have no benefit from the Cash Consideration
payable under the Offer and little possible benefit from the Share Alternative
were they to exercise their Eurocity warrants.  Accordingly, Panther is under no
obligation under the City Code, on the basis that the Eurocity warrants are
significantly out of the money, to extent proposals to the holders of Eurocity
warrants and has no intention of so doing.



Terms and conditions of the Offer



The Eurocity Shares will be acquired by Panther fully paid and free from all
liens, charges, equitable interests, encumbrances and other interests and
together with all rights now or hereafter attaching thereto.



Background to and Reasons for the Offer



On 28th February, 2002, Panther announced that following an acquisition of
300,000 Eurocity Shares, it held approximately 29 per cent. of the issued share
capital of Eurocity.  On the same date the then board of Eurocity announced that
Eurocity had entered into a conditional contract to acquire the issued share
capital of Uniplan Assets Limited and Fu Keung Venture Limited, which together
owned a retail, office and hotel complex in the People's Republic of China ("the
Chinese Acquisition").  On 13th March, 2002, Panther, together with Miss P.
Salem and Mrs M. Salem, requisitioned an Extraordinary General Meeting of
Eurocity to remove Baron Bloom and Desmond Bloom from the board of Eurocity and
appoint Andrew Perloff and Peter Rowson.  On 11th April 2002 Eurocity announced
that, following discussions with Panther as its largest shareholder, the then
board of Eurocity had decided not to proceed with the Chinese Acquisition
because Panther had indicated that it would vote against the acquisition.
Eurocity also announced that it would thereby incur substantial abortive costs
in respect of the Chinese Acquisition and as a result would report a substantial
loss for the year ended 31st March 2002. On 24th April, 2002, Baron Bloom
resigned as a director of Eurocity and on 2nd May, 2002, Desmond Bloom resigned
as a director of Eurocity. On 2nd May, 2002, Mr Perloff and Mr Rowson were
appointed directors of Eurocity.



The Preliminary Results of Eurocity for the year ended 31st March, 2002 released
on 30th September, 2002, showed a loss before tax of #1,005,000, which included
an exceptional loss of #419,000 relating to costs incurred in the Chinese
Acquisition. In the Chairman's Statement accompanying the Preliminary Results,
the Chairman of Eurocity, Nicholas Jeffrey, stated that the new directors had
rationalised the creditor situation and Panther had provided financial support
to Eurocity.  He also stated that Panther had provided managerial and
administrative support free of charge, that these actions had enabled the
Company's financial situation to be stabilised but that the Company was too
small to prosper as a quoted company and that a corporate solution should be
sought for its future.



Whilst Panther has been prepared to provide the necessary resources to enable
Eurocity to stabilise its financial position in the short term, it is not a long
term solution to the problems that Eurocity faces as a small quoted property
company.  For these reasons, the Board of Panther has been in discussions with
the Independent Director to seek agreement to the terms of a recommended offer
for Eurocity.  This announcement is the culmination of those discussions.  The
Offer provides the opportunity for Eurocity Shareholders to realise their
investment in Eurocity for cash.  However, if Eurocity Shareholders wish to have
a continuing involvement with Eurocity and Panther a Share Alternative has been
provided to enable Eurocity Shareholders to accept Panther Shares in lieu of the
cash consideration.



Recommendation



The Independent Director, who has been so advised by Nabarro Wells, considers
the terms of the Offer to be fair and reasonable and recommends all Eurocity
Shareholders to accept the Offer as he intends to do in relation to his own
beneficial holding of 20,000 Eurocity Shares, representing 0.34 per cent. of the
issued share capital of Eurocity.  In providing advice to the Independent
Director, Nabarro Wells has taken into account the Independent Director's
commercial assessment.



Information on Panther Securities PLC

Panther Securities PLC is a company listed on the Official List whose principal
activities consist of investment and dealing in property and listed securities
and, as at 7th November 2002, had a market capitalisation of #26.3 million.
During the year ended 31st December, 2001 Panther achieved a profit before tax
of #3.5 million on turnover of #7.9 million and had net assets of #37.2 million
at that date.  In the six months ended 30th June, 2002 Panther achieved an
unaudited profit before tax of #1.4 million on turnover of #3.8 million and had
unaudited net assets of #37.5 million at that date.



The Offer Document

The Offer Document containing the full terms and conditions of the Offer,
together with a Form of Acceptance will be despatched to Eurocity Shareholders
in due course.



Irrevocable undertakings

Panther has received binding irrevocable undertakings from certain Eurocity
Shareholders to accept the Offer in respect of their beneficial holdings of, in
aggregate, 1,391,157 Eurocity Shares, representing approximately 23.9 per cent.
of Eurocity's issued share capital.  These undertakings remain binding in the
event of a higher offer.



Compulsory acquisition and listing of Eurocity

If acceptances are received under the Offer in respect of 90 per cent or more of
the Eurocity Shares to which the Offer relates, Panther will be entitled, and
intends, to exercise its rights pursuant to the provisions of sections 428 to
430F of the Act to acquire compulsorily the remaining Eurocity Shares.  In the
event that the Offer becomes or is declared unconditional in all respects and
subject to any applicable requirements of the London Stock Exchange, Panther
intends to procure that Eurocity applies to the London Stock Exchange for the
cancellation of the admission of the Eurocity Shares to trading on the
Alternative Investment Market.



This announcement does not constitute an offer or invitation to purchase any
securities.



Enquiries



Panther Securities PLC
Andrew Perloff                                               Tel: [phone]

John East & Partners Limited
David Worlidge / Simon Clements/ Nandita Sahgal              Tel:  [phone]

Eurocity Properties Plc
Nicholas Jeffrey                                             Tel:  [phone]

Nabarro Wells & Co. Limited
Keith Smith/Robert Lo                                        Tel:  [phone]





Attention is drawn to Rule 8.3 of the City Code on Takeovers and Mergers under
which the dealings during an offer period in "relevant securities" of every
person who owns or controls, or will own or control in consequence of any
dealing (directly or indirectly), 1 per cent. of any class of such securities,
and also the dealings of any other person through whom such ownership or control
is derived, must be publicly disclosed.  The rule does not apply to recognised
market makers dealing in that capacity, but relevant securities comprised in
investment accounts managed on a discretionary basis are treated as controlled
by the managers.  "Relevant Securities" include, in essence, the securities of
Eurocity for which the offer is made, any equity share capital of the offeror,
any securities carrying conversion or subscription rights into, options over and
derivatives referenced to, any of the foregoing and a dealing includes the
taking, granting or exercising of any option (including a traded option), the
exercise of any such conversion or subscription rights, or the acquisition of,
entering into, closing out, exercise of rights under, or variation of the
derivative.  Disclosure must be made not later than 12 noon on the business day
following the date of the transaction and is to be made to a Regulatory
Information Service and a copy must be faxed or e-mailed to the Panel on
Takeovers and Mergers.  This is only a summary of the rules.  Further
information is to be found in the City Code on Takeovers and Mergers and can be
obtained from the Panel.  Telephone [phone], Fax [phone] or from the
Panel's website at www.thetakeoverpanel.org.uk.



Save as disclosed in this announcement, neither Panther nor, so far as Panther
is aware, any person acting in concert with Panther, owns or controls any
Eurocity Shares or has any option to acquire Eurocity Shares or has entered into
any derivative contract referenced to Eurocity Shares which remain outstanding:



The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction.  Persons who are not resident in the
UK should inform themselves about and observe any applicable requirements.



The Offer will not be made directly or indirectly, in or into, or by use of the
mails of, or by any other means or instrumentality (including, without
limitation, facsimile transmission or telephone) of interstate or foreign
commerce of, or any facilities of a national securities exchange of the United
States, Canada, Australia, Japan or the Republic of Ireland and will not be
capable of acceptance by any such use, means instrumentality or facilities or
within the United States, Canada, Australia, Japan or the Republic of Ireland.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia, Japan or the Republic of Ireland.



The Panther Directors accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the Panther
Directors (who have 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.



John East & Partners Limited, which is regulated by the Financial Services
Authority is acting exclusively for Panther and no one else in connection with
the Offer and will not be responsible to anyone other than Panther for providing
the protections afforded to customers of John East & Partners Limited nor for
providing advice in relation to the Offer.



Nabarro Wells, which is regulated by the Financial Services Authority, is acting
exclusively for Eurocity and is acting for no one else in connection with the
Offer and will not be responsible to anyone other than Eurocity for providing
the protections afforded to customers of Nabarro Wells nor for providing advice
in relation to the Offer.



                                   APPENDIX I



                            CONDITIONS OF THE OFFER





1.                  Conditions



The Offer, which will be made by John East & Partners Limited on behalf of
Panther, will comply with the applicable rules of the Financial Services
Authority, the London Stock Exchange and any other relevant regulatory bodies
and the City Code (except to the extent of any dispensation, waiver or exemption
by the appropriate body or, as the case may be, the Panel).  The Offer will be
governed by English Law and subject to the jurisdiction of the Courts of England
and will be subject to the terms and conditions set out below and further terms
to be set out in the Offer Document and the related Form of Acceptance.



The Offer is subject to the following conditions:



(a)        valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by not later than 3.00pm on the first closing date, being
21 days after the publication of the Offer Document or such later time(s) and/or
date(s) as Panther may, with the consent of the Panel or subject to the Code,
decide in respect of not less than 90 per cent. in nominal value (or such lower
percentage (as Panther may decide) of the Eurocity Shares to which the Offer
relates, provided that this condition will not be satisfied unless Panther shall
have acquired or agreed to acquire (whether pursuant  to the Offer or otherwise)
directly or indirectly Eurocity Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Eurocity (including for this purpose, to the extent (if any) required by the
Panel, any voting rights attaching to any Eurocity Shares which may be
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise); and for this
purpose (i) the expression "Eurocity Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Act; and (ii) Eurocity
Shares which have been unconditionally allotted but not issued shall be deemed
to carry the voting rights which they will carry upon  issue.



(b)        no Relevant Authority having decided to take, instituted, implemented
or having announced its intention to institute or implement any action,
proceedings, suit, investigation or enquiry or enacted, made or proposed any
statute, regulation or order or otherwise taken any other step or done any thing
that would or might reasonably be expected to:-



(i)                   materially restrict, restrain, prohibit, delay, impose
additional conditions or obligations with respect to, or otherwise materially
interfere with the implementation of, the Offer or the acquisition of any
Eurocity Shares by Panther or any matters arising therefrom;



(ii)                 result in a material delay in the ability of Panther, or
render Panther unable, to acquire some or all of the Eurocity Shares;



(iii)                save pursuant to the Offer, require Panther or Eurocity to
offer to acquire any shares or other securities or rights there over in Eurocity
owned by any third party where such acquisition would be material in the context
of Panther or as the case may be Eurocity taken as a whole;



(iv)               make the Offer or its implementation or the proposed
acquisition of Eurocity or of any Eurocity Shares or any other shares or
securities in, or control of, Eurocity, illegal, void or unenforceable in or
under the laws of any jurisdiction;



(v)                 otherwise adversely affect the exercise of rights over
shares of Eurocity to an extent which is material in the context of Panther
taken as a whole or, as the case may be, Eurocity taken as a whole;



and all applicable waiting periods during which such Relevant Authority could
institute, or implement any such action, proceeding, suit, investigation,
enquiry or reference or otherwise intervene having expired, lapsed or been
terminated;



(c)        all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, deemed necessary or appropriate
by Panther for or in respect of the Offer, the proposed acquisition of any
shares or securities in, or control of, Eurocity by Panther being obtained in
terms reasonably satisfactory to Panther from all appropriate Relevant
Authorities and such authorisations, orders, grants, consents, clearances,
licences, permissions and approvals remaining in full force and effect on the
date on which the Offer becomes or is declared unconditional in all respects and
there being no intimation of any intention to revoke or not to renew the same
and all necessary filings having been made, all appropriate waiting and other
time periods (including extensions thereto) under any applicable legislation and
regulations in any applicable jurisdiction having expired, lapsed or been
terminated and all necessary statutory or regulatory obligations in any
jurisdiction in respect of the Offer or the proposed acquisition of Eurocity by
Panther or of any Eurocity Shares or any matters arising therefrom having been
complied with;



(d)        save as disclosed verbally or in writing to Panther or its advisers
prior to the date of the announcement of the Offer, there being no provision of
any agreement, instrument, permit, licence or other arrangement to which
Eurocity is a party or by or to which it or any of its assets may be bound or
subject which, as a consequence of the Offer or the acquisition of Eurocity or
because of a change in the control or management of Eurocity or any matters
arising therefrom or otherwise, would have the result that:-



(i)                   any monies borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the Wider Eurocity Group
becomes or is capable of being declared repayable immediately or earlier than
the repayment date stated in such agreement, instrument or other arrangement or
the ability of any member of the Wider Eurocity Group to borrow monies or incur
indebtedness is withdrawn or inhibited or materially adversely affected;



(ii)                 any mortgage, charge or other security interest is created
over the whole or any part of the business, property or assets of any member of
the Wider Eurocity Group or any such security (whenever arising) becomes
enforceable;



(iii)                an onerous obligation arises pursuant to, any agreement,
instrument, permit, licence or other arrangement, or any right, interest,
liability or obligation of any member of the Wider Eurocity Group;



(iv)               the rights, liabilities, obligations or interests of any
member of the Wider Eurocity Group in or with any other person, firm or company
(or any arrangement relating to such interest or business) is terminated or
materially and adversely modified or affected;



 (e)       since 31 March 2002 (being the date to which the latest published
audited report and accounts of Eurocity were made up) and save as disclosed in
Eurocity's published report and accounts for the year ended 31 March 2002 or
save as announced publicly and in each case delivered to  a Regulatory
Information Service or disclosed verbally or in writing to Panther or its
advisers by Eurocity or its advisers, prior to 8th November, 2002 (being the
date upon which the Offer was announced):-



(i)                   no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remained outstanding by or against any member of the Wider Eurocity Group or to
which any member of the Wider Eurocity Group is or may become a party (whether
as plaintiff, defendant or otherwise) which is material in the context of the
Wider Eurocity Group taken as a whole;



(ii)         in relation to each member of the Wider Eurocity Group, no
corporate action having been taken or proposed by it and no legal proceedings
having been started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;




(iii)        no material adverse change having occurred in the financial or
trading position of any member of the Wider Eurocity Group which is material in
the context of the Wider Eurocity Group taken as a whole; and



(iv)        no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding which in each case
might be material to the Wider Eurocity Group taken as a whole;



(f)         Panther not having discovered that:-



(i)         any business, financial or other information concerning the Wider
Eurocity Group disclosed publicly or otherwise to Panther prior to 8th November,
2002, by or on behalf of Eurocity, either contains a material misrepresentation
of fact or omits to state a fact necessary to make the information contained
therein not misleading and which was not, if material in the context of the
Wider Eurocity Group taken as a whole, disclosed verbally or in writing prior to
the announcement of the Offer; or



(ii)         any member of the Wider Eurocity Group is subject to any liability,
actual or contingent, which is not disclosed in the annual report and accounts
of Eurocity or its subsidiaries for the financial year ended 31 March 2002 or in
this announcement or disclosed verbally or in writing prior to 8th November,
2002, to Panther or its advisers by Eurocity or its advisers.



Panther reserves the right to waive all or any of conditions (b) to (f)
(inclusive) above, in whole or in part.  Conditions (b) to (f) (inclusive) must
be satisfied as at, or waived on or before, 21 days after the later of the first
closing date of the Offer and the date on which condition (a) is fulfilled (or
in each case such later date as the Panel may agree) provided that Panther shall
be under no obligation to waive or treat as satisfied any of conditions (b) to
(f) (inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.



If Panther is required by the Panel to make an offer for Eurocity Shares under
the provisions of Rule 9 of the Code, Panther may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.



The Offer will lapse if the Offer is referred to the Competition Commission or
if the European Commission in respect thereof either initiates proceedings under
article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a
competent authority of the United Kingdom under article 9(1) of that Regulation,
before (in any such case) the later of the first closing date and the date when
the Offer becomes or is declared unconditional as to acceptances.



                                  APPENDIX II



                        Financial effects of acceptance



(a)        Capital Value

The following tables compare, for illustration purposes only, the capital value
of each Eurocity Share with the value receivable by an accepting Eurocity
shareholder, on the bases set out in the notes below and the terms of the Offer.



(i)         Cash Offer
                                                                                                           p

Value of cash                                                                                             23
Value of Eurocity Share (note 1)                                                                        15.5

Increase                                                                                                 7.5
Percentage increase                                                                                    48.4%


(ii)         Share Alternative
                                                                                                           p

Value of Share Alternative (note 2)                                                                     22.1
Value of Eurocity Share (note 1)                                                                        15.5

Increase                                                                                                 6.6
Percentage increase                                                                                    42.6%




(b)        Income

The income available to shareholders of Eurocity who accept the Offer is
dependent upon individual circumstances.  Eurocity Shareholders who accept the
Offer will receive interest income depending upon the manner in which the cash
proceeds are reinvested. Eurocity has never paid a dividend and has substantial
negative reserves on its profit and loss account.  Eurocity Shareholders who
accept the Share Alternative will be entitled to receive any dividends declared
by Panther with effect from the year ending 31st December 2003.

Notes:



(1)                The market value of an Eurocity Share is based on the closing
mid-market quotation on 27th September, 2002 (the last business day prior to the
commencement of the Offer period).



(2)                The value of the Share Alternative is derived from the
closing mid-market quotation of a Panther Share on 7th November, 2002 (the last
business day prior to the date of this announcement).



(3)                No account has been taken of the treatment of any liability
to taxation.


                                  Appendix III



Further Information



1.            Further details of the Offer



The formal Offer by John East & Partners Limited will be made on and subject to
the terms and conditions as set out in Appendix I and this Appendix III and as
will be set out in the Offer Document and accompanying Form of Acceptance, or as
may be required to comply with the provisions of the City Code.



The Offer will extend to any Eurocity Shares unconditionally allotted or issued
while the Offer remains open for acceptance (or before such earlier date as
Panther 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 or, if
later, the first closing date of the Offer). The Offer will not extend to any
Eurocity Shares which may already be held by Panther at the date of the Offer
(within the meaning of Section 428 (1) of the Companies Act).



The Eurocity Shares which are subject to the Offer are to be acquired fully paid
and free from all liens, charges and encumbrances, equitable interests, rights
of pre-emption and any other third party rights or interests of any nature
whatsoever and together with all rights attaching thereto, including the right
to receive and retain all dividends or other distributions declared, paid or
made on or after 8th November 2002, being the date of this announcement.



The Offer will lapse, if there is a reference to the Competition Commission
before 3.00p.m. on the first closing date of the Offer or the date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the
later.



The Offer will lapse if, the European Commission either initiates proceedings
under Article 6(1)(c) of Council Regulation (EEC) 4064/89 or following a
referral by a competent authority in the United Kingdom, there is a subsequent
reference to the Competition Commission before 3.00pm. on the first closing date
of the Offer or the date on which the Offer becomes or is declared unconditional
as to acceptances, whichever is later.



If the Offer lapses, the Offer will cease to be capable of further acceptance
and Eurocity Shareholders and Panther will thereupon cease to be bound by any
Form of Acceptance submitted before that time.



If sufficient acceptances are received, Panther intends to apply the provisions
of Sections 428-430F (inclusive) of the Act to acquire compulsorily any
outstanding Eurocity Shares to which the Offer relates.



It is also intended that, following the Offer becoming or being declared wholly
unconditional and subject to any applicable requirements of the London Stock
Exchange, Panther will procure that Eurocity applies to the London Stock
Exchange for admission to trading of the Eurocity shares on the AIM to be
cancelled.  It is anticipated that such cancellations will take effect no
earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects.  Delisting would significantly reduce the
liquidity and marketability of the Eurocity Shares in respect of which
acceptances of the Offer are submitted.

2.            Overseas Shareholders



The making of the Offer to certain persons not resident in the United Kingdom,
or who are citizens, residents or nationals of jurisdictions outside the United
Kingdom or who are nominees of, or custodians or trustees for, citizens,
residents or nationals of other countries ("overseas shareholders"), may be
prohibited or affected by the laws of the relevant overseas jurisdictions.  Such
overseas shareholders should inform themselves about and observe any applicable
legal requirements.  It is the responsibility of any overseas shareholder
wishing to accept the Offer to satisfy himself as to the full observance of the
laws of the relevant jurisdiction in connection herewith, including the
obtaining of any governmental, exchange control or other consents which may be
required, compliance with other formalities needing to be observed and the
payment of any issue, transfer or other formalities needing to observed and the
payment of any issue, transfer or other taxes due in such jurisdiction.  Any
such overseas shareholder will be responsible for payment of any issue, transfer
or other taxes, duties or other requisite payment (s) due in such jurisdiction
(s) by whomsoever payable and Panther and any person acting on its behalf shall
be entitled to be fully indemnified and held harmless by such overseas
shareholder for any issue, transfer or other taxes or duties or other requisite
payments as Panther or any person acting on behalf of Panther may be required to
pay in respect of the Offer insofar as they relate to such overseas
shareholders.



The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce or, or any
facilities of a securities exchange of, Australia, Canada or Japan, and, subject
to certain exceptions, the Offer will not be capable of acceptance by any such
use, means or instrumentality or facilities or from or within the United States,
Australia, Canada, Japan or the Republic of Ireland.  Accordingly, copies of
this announcement are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into the United States,
Australia, Canada, Japan or the Republic of Ireland and persons receiving this
announcement (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into the United States,
Australia, Canada, Japan or the Republic of Ireland.  Doing so may render
invalid any purported acceptance of the Offer.



Any person (including, without limitation, nominees, trustees or custodians) who
are overseas persons or who would, or otherwise intend to, forward this
document, the Offer Document, the Form of Acceptance or any related documents to
any jurisdiction outside the United Kingdom or to overseas persons should seek
appropriate advice before taking any action.



3.            Disclosure of interest



Save as disclosed in this announcement, immediately prior to this announcement
no member of Panther Group has received any irrevocable commitment to accept the
Offer and neither Panther nor, so far as the Panther Directors are aware, any
person acting in concert with Panther owned or controlled any Eurocity Shares or
holds any options to purchase Eurocity Shares or has entered into any derivative
contract referenced to the securities of Eurocity which remain outstanding, or
has any arrangement in respect of Eurocity Shares.  For these purposes, "
arrangement" includes any indemnity or option arrangement and any agreement or
understanding, formal or informal, of whatever nature relating to Eurocity
shares which may be an inducement to deal or refrain from dealing in Eurocity
shares.



4.            Arrangements with Eurocity Directors



There are currently no arrangements between Panther and the Independent Director
relating to the Offer.  If any such arrangements are put in place, they will be
set out in full in the Offer Document.



DEFINITIONS



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


"Acquisition"                                          the proposed acquisition by Panther of Eurocity
                                                       pursuant to the Offer

"Act" or "Companies Act"                               The Companies Act 1985, as amended

"AIM"                                                  The Alternative Investment Market of the London Stock
                                                       Exchange

"Associated undertaking"                               to be construed in accordance with the Act (but for
                                                       this purpose ignoring paragraph 20(1)(b) of Schedule 4A
                                                       thereof)

"Australia"                                            Australia, its possessions and territories and all
                                                       areas subject to its jurisdiction and any political
                                                       subdivision thereof

"Canada"                                               Canada, its possessions and territories and all areas
                                                       subject to its jurisdiction and any political
                                                       subdivision thereof

"City Code"                                            The City Code on Takeovers and Mergers

"Eurocity"                                             Eurocity Properties Plc

"Eurocity Shares"                                      the existing issued and fully paid ordinary shares of
                                                       50p each in the capital of Eurocity and any further
                                                       such shares which are unconditionally allotted or
                                                       issued after the date hereof and before the Offer
                                                       closes (or before such other time as Panther may decide
                                                       in accordance with the terms and conditions of the
                                                       Offer)

"Eurocity Shareholders"                                Holders of any Eurocity Shares

"Form of Acceptance"                                   the form of acceptance, election and authority for use
                                                       in connection with the Offer.

"Independent Director"                                 Nicholas Jeffrey, the independent director of Eurocity

"Japan"                                                Japan, its possessions and territories and all areas
                                                       subject to its jurisdiction and any political
                                                       subdivision thereof

"London Stock Exchange"                                London Stock Exchange plc

"Nabarro Wells"                                        Nabarro Wells & Co. Limited, regulated by the Financial
                                                       Services Authority

"Offer"                                                the recommended offer to be made on behalf of Panther
                                                       for the Eurocity Shares on the terms and subject to the
                                                       conditions described in this announcement and to be set
                                                       out in the Offer Document and the Form of Acceptance
                                                       (including, where the context so requires, any
                                                       subsequent revision, variation, renewal or extension
                                                       thereof)

"Offer Document"                                       the formal offer document to be sent to Eurocity
                                                       Shareholders containing the Offer

"Panel"                                                The Panel on Takeovers and Mergers

"Panther"                                              Panther Securities PLC

"Panther Board" or "Panther Directors"                 the directors of Panther, being Andrew Stewart Perloff,
                                                       Peter Aston Rowson, Peter Michael Kellner and Bryan
                                                       Richard Galan

"Panther Group"                                        Panther and its subsidiary undertakings

"Regulatory Information Service"                       to be construed in accordance with the Listing Rules of
                                                       UK Listing Authority

"Relevant Authority"                                   means any government, government department or
                                                       governmental, quasi-governmental, supranational,
                                                       statutory, regulatory, environmental or investigative
                                                       body or authority, any trade agency, or any court,
                                                       tribunal or any association, institution or other
                                                       similar person or body whatsoever in any jurisdiction
"Substantial interest"                                 in relation to an undertaking an interest, direct or
                                                       indirect, in 20 per cent.  or more of the voting rights
                                                       exercisable in relation to the undertaking or in the
                                                       capital or of any class of capital of such undertaking

"Subsidiary" and "Subsidiary Undertaking"              to be construed in accordance with the Act

"Undertaking"                                          to be construed in accordance with the Act

"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

"USA " or "United States"                              The United States of America, its territories and
                                                       possessions, any state of the United States and the
                                                       District of Columbia and all other areas subject to its
                                                       jurisdiction

"Wider Eurocity Group"                                 Eurocity and its subsidiary undertakings and associated
                                                       undertakings (if any) and any other undertakings in
                                                       which Eurocity and any such undertakings (aggregating
                                                       their interests) have a substantial interest



Any references to legislation in this document are to English Legislation,
unless the contrary is indicated.  Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or extension
thereof



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


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