ACQUISITION OF CANARY WHARF group plc

                  ACQUISITION OF CANARY WHARF group plc

            by Silvestor UK Properties Limited, a company CONTROLLED

               BY MORGAN STANLEY-SPONSORED FUNDS and Simon Glick

1.               Introduction

Silvestor UK Properties Limited ('Silvestor') announces a further revision to

the terms of its proposed acquisition of Canary Wharf Group plc ('Canary Wharf'

or the 'Company') (the 'Acquisition'). Silvestor is a company controlled by

MSREF IV International - GP, L.L.C. on behalf of the MSREF IV International

series of real estate private equity opportunity funds sponsored by Morgan

Stanley ('MSREF'), British Land Joint Ventures, Whitehall 2001 Funds, Morgan

Stanley Real Estate Special Situations Fund II ('MSRESS'), Princes Gate

Investors and the Glick Entities (who are, in aggregate, interested in shares

representing approximately 14.5 per cent. of the issued share capital of the

Company). Silvestor expects that, in the absence of a higher offer being

announced by 5.00 pm on Friday, 16 April 2004, the Independent Committee will

recommend Silvestor's Acquisition.

It is intended that, other than in relation to the Canary Wharf Shares held by

the Glick Entities, the Acquisition be implemented by way of a scheme of

arrangement under section 425 of the Companies Act (the 'Scheme').

Assuming that the Acquisition is recommended by the Independent Committee, it is

expected that a circular containing further details of the improvement to the

terms of the Acquisition will be posted to Canary Wharf Shareholders on or

before 21 April 2004, and if it is posted on that date, the Scheme will become

effective by the end of May 2004, subject to the satisfaction of all relevant

conditions.

The revised terms of the Acquisition enable all Canary Wharf Shareholders to

receive 292.5 pence per Canary Wharf Share in cash if they so elect under the

Mix and Match Election. Alternatively, Canary Wharf Shareholders have the

opportunity to participate in the long-term potential of Canary Wharf by

choosing to receive consideration in the form of AIM listed Class B Shares or

unlisted Class C Shares in Silvestor's parent company, Silvestor Holdings plc ('

Silvestor Holdings').

Under the terms of the Scheme, and subject to the conditions and further terms

set out in Appendix I and the terms and conditions that will be set out in the

Supplemental Scheme Document and Form of Election, Canary Wharf Shareholders

will be entitled to receive, following the Acquisition becoming effective, 237.5

pence in cash and 55 pence in Class B Shares per Canary Wharf Share, with the

ability to elect to vary the proportions in which they receive cash and shares

in respect of their holdings of Canary Wharf Shares via the Mix and Match

Election. The Mix and Match Election will also allow Canary Wharf Shareholders

to elect to receive Class C Shares in lieu of the consideration otherwise

receivable under the Scheme.

The Class B Shares (other than those to be issued to companies held by a trust

for the benefit of HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his

family) will be fully underwritten by the Morgan Stanley Group, so that even if

all Canary Wharf Shareholders (other than the companies held by a trust for the

benefit of HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his family)

elect for all cash consideration, each such Shareholder will be entitled to

292.5 pence of cash per Canary Wharf Share.

Silvestor is a wholly-owned subsidiary of Silvestor Holdings, whose shareholders

include MSREF, the Glick Entities, British Land Joint Ventures, Whitehall 2001

Funds, Morgan Stanley Real Estate Special Situations Fund II and Princes Gate

Investors (together, the 'Consortium'). The Glick Entities, who are, in

aggregate, interested in 85,004,663 Canary Wharf Shares, representing

approximately 14.5 per cent. of the issued share capital of Canary Wharf, will

exchange their entire holding of Canary Wharf Shares for SG Shares in Silvestor

Holdings.

Morgan Stanley is advising Silvestor, Silvestor Holdings, MSREF,

Morgan Stanley Real Estate Special Situations Fund II and Princes Gate Investors

in relation to the Acquisition. Rothschild is advising Silvestor, Silvestor

Holdings and Simon Glick in relation to the Acquisition. Goldman Sachs

International is advising Whitehall 2001 Funds in relation to the Acquisition.

2.               The Offer

Under the basic terms of the Offer, Canary Wharf Shareholders will receive:

For each Canary Wharf Share              237.5 pence in cash and

0.55 of a Class B Share in Silvestor Holdings

As an alternative, Canary Wharf Shareholders will be entitled to receive 292.5

pence in cash for each of their Canary Wharf Shares, should they so elect under

the Mix and Match Election. Canary Wharf Shareholders will also be entitled to

elect, under the Mix and Match Election, for additional Class B Shares and for

Class C Shares in lieu of consideration to which they would have otherwise been

entitled.

The Offer values the existing issued share capital of the Company at

approximately £1.7 billion, and implies an enterprise value for the Company of

approximately £4.7 billion including net debt of approximately £3.0 billion as

at 31 December 2003.

The Offer price of 292.5 pence per Canary Wharf Share represents a premium of

approximately:

-        85.7 per cent. to the closing middle-market price of 157.5 pence per

Canary Wharf Share on 24 April 2003 (the last day prior to the beginning of

speculation surrounding a potential offer for the Company);

-        62.5 per cent. to the closing middle-market price of 180 pence per

Canary Wharf Share on 5 June 2003 (the last day prior to the date on which the

Company announced it had received a number of approaches from potential

offerors); and

-        16.1 per cent. to the Adjusted Triple Net Asset Value per Canary Wharf

Share of approximately 252 pence as at 31 December 2003.

Silvestor believes that the terms of the Acquisition represent an attractive

opportunity for Canary Wharf Shareholders to realise a significant premium for

their Canary Wharf Shares relative to the share price prior to the commencement

of the offer period and, if they wish, to participate in the long term potential

of Canary Wharf by way of an equity investment alongside a consortium of

experienced real estate investors.

3.               Mix and Match Election

Under the Mix and Match Election, Canary Wharf Shareholders may elect to vary

the proportions of Class B Shares and cash consideration they receive in respect

of their holdings of Canary Wharf Shares and may also elect to receive Class C

Shares in lieu of consideration to which they would have otherwise been

entitled.

Canary Wharf Shareholders are recommended to consider carefully, in the light of

their own investment objectives and having taken independent advice appropriate

to their own financial circumstances, whether they wish to elect for a higher

proportion of cash or of equity in the form of AIM-listed Class B Shares or

unlisted Class C Shares. The Supplemental AIM Document will set out the risk

factors that the directors and proposed directors of Silvestor Holdings believe

Canary Wharf Shareholders should consider concerning an investment in Class B

Shares.

Canary Wharf Shareholders may elect under the terms of the Offer to vary the

proportions in which they receive cash consideration and Class B Shares in

respect of their holdings of Canary Wharf Shares on the following basis:

     For each 100 pence in cash

One Class B Share

Canary Wharf Shareholders may also elect to receive Class C Shares instead of

some or all of the cash and/or the Class B Shares to which they would otherwise

have been entitled on the following basis:

     For each Class B Share or 100 pence in cash

One Class C Share

Accordingly, Canary Wharf Shareholders have four options in relation to each

Canary Wharf Share which they hold:

-        to receive the basic entitlement of 237.5 pence in cash and 0.55 of a

Class B Share; or

-        to elect for 292.5 pence in cash and no Class B Shares; or

-        to elect to receive 2.925 Class B Shares and no cash; or

-        to elect to receive 2.925 Class C Shares and no cash.

Canary Wharf Shareholders are therefore able to receive a mixture of cash, Class

B Shares and, if issued, Class C Shares for their holding in the Company.

Canary Wharf Shareholders are guaranteed to receive 292.5 pence per Canary Wharf

Share in cash as long as they accept the Offer and make a valid election to

elect for all cash through the Mix and Match Election.

Further information on the Mix and Match Election will be set out in the

Supplemental Scheme Document.

4.               Class B Shares and Class C Shares

Silvestor believes that the Class B Shares and the Class C Shares in Silvestor

Holdings provide the opportunity for investors to benefit from the business

strategy of the Silvestor Group which aims to maximise shareholder value and

provide returns at a level typically targeted in private equity investments. The

Class B Shares may also benefit from potential liquidity through admission to

trading on AIM.

The Class B Shares and the Class C Shares will represent, in aggregate,

approximately 31.5 per cent. of the issued share capital of Silvestor Holdings,

of which the Class C Shares may represent up to a maximum of 8.6 per cent.

depending on the amount, if any, issued. Summary information on the share

capital of Silvestor Holdings is set out in paragraph 8 below.

Further information on the Class B Shares and the Class C Shares is set out

below and a summary of the rights attaching to them is provided in Appendix III.

Detailed information on the Class B Shares and the Class C Shares will be set

out in the Supplemental Scheme Document.

Class B Shares

Under the basic terms of the Acquisition, for each Canary Wharf Share, Canary

Wharf Shareholders will receive 0.55 of a Class B Share in Silvestor Holdings.

As the Class B Shares are expected to be formally valued at not less than 100

pence per share in the Supplemental Scheme Document, each 0.55 of a Class B

Share is considered to represent 55 pence of consideration.

Canary Wharf Shareholders may elect to receive additional Class B Shares in

respect of their holdings of Canary Wharf Shares via the Mix and Match Election

described above. Class B Shares will have non-proportional voting rights but

will rank pari passu in all economic respects with the other ordinary shares in

Silvestor Holdings, including as regards rights to dividends and returns of

capital.

The Acquisition is conditional on the Class B Shares being admitted to trading

on AIM.

Class C Shares

In addition to the consideration available under the basic terms of the

Acquisition, the Acquisition will provide Canary Wharf Shareholders with the

opportunity to elect to receive Class C Shares in Silvestor Holdings in lieu of

consideration otherwise receivable under the Acquisition.

Issuance of the Class C Shares will be subject to Canary Wharf Shareholders

electing, pursuant to the Mix and Match Election, for an aggregate amount of not

less than 25 million Class C Shares. A maximum of 75 million Class C Shares will

be made available under the terms of the Acquisition.

The Class C Shares will be identical to the Class B Shares in all respects,

including as to dividends and voting rights, save that the Class C Shares will

not be listed or admitted to trading on AIM or any other stock exchange and will

not be transferable for three years following the Offer becoming or being

declared unconditional in all respects. The Class C Shares may be converted (at

the option of the holder) into Class B Shares on a one for one basis (subject to

adjustment in the case of consolidations, share splits and other corporate

events) from five years after completion of the Scheme. Silvestor Holdings will

use its reasonable endeavours to ensure that the new Class B Shares arising on

conversion of the Class C Shares at that time are admitted to trading on AIM.

5.               Undertakings to vote in favour of the Acquisition

Companies held by a trust for the benefit of HRH Prince Alwaleed Bin Talal Bin

Abdulaziz Al Saud and his family, that are, in aggregate, interested in

13,288,000 shares, representing approximately 2.3 per cent. of the issued share

capital of Canary Wharf, have committed to vote in favour of the Acquisition and

to elect to receive Class B Shares in respect of their entire holding of Canary

Wharf Shares. The voting undertaking ceases to be binding if a higher offer is

announced which remains a higher offer at the conclusion of the Auction Process.

6.               Background to and reasons for the Acquisition

On 5 December 2003, the Independent Committee of Canary Wharf and the board of

Silvestor announced that they had agreed the terms of a recommended offer by

Silvestor for the Company of 265 pence per Canary Wharf Share, to be effected by

means of a scheme of arrangement.

Following an offer by CWGA and an increase to Silvestor's offer, both announced

on 5 February 2004, on 12 February 2004 CWGA announced a revised offer to be

made for the Company (the 'Revised CWGA Offer'). The Revised CWGA Offer consists

of an all cash offer of 275 pence for each Canary Wharf Share with, subject to

certain conditions being satisfied (or, if applicable, waived), two separate

share alternatives and two separate additional share election facilities in

respect of two classes of ordinary shares. The Revised CWGA Offer (which is

subject to a 50 per cent. acceptance condition) has not been recommended by the

Independent Committee.

On 19 March 2004, Silvestor and the Independent Committee announced that

Silvestor had agreed to increase its offer for the Company to 292 pence per

Canary Wharf Share, to be effected by means of a scheme of arrangement.

On 7 April 2004, the Panel announced the Auction Procedure in order to provide

an orderly framework for resolution of the competing offers for Canary Wharf.

The Auction Procedure has bee established in accordance with Rule 32.5 of the

Code. The Auction Procedure provides that neither Silvestor nor CWGA may

increase its offer after 16 April 2004. The revised terms of the Acquisition is

being announced in accordance with the Auction Procedure.

Silvestor expects that, in the absence of a higher offer being announced by 5.00

pm on Friday 16 April 2004, the Independent Committee will recommend Silvestor's

Acquisition.

The Acquisition provides Canary Wharf Shareholders with the opportunity to

realise a significant amount of their investment in cash whilst retaining an

ongoing participation in the Company's long term future, by way of the share

consideration. The Class B Shares and the Class C Shares provide the opportunity

for Canary Wharf Shareholders to invest in Silvestor Holdings alongside private

equity investors, including the MS Funds and Whitehall 2001 Funds.

Alternatively, the full underwriting of the Class B Share consideration allows

Canary Wharf Shareholders, who so elect through the Mix and Match Election, to

receive 292.5 pence per Canary Wharf Share in cash.

7.               Information on Canary Wharf

Canary Wharf controls and manages a distinctive, integrated property development

and investment project focused exclusively on Grade A office space and high

quality retail facilities at the 97 acre Canary Wharf Estate, in close proximity

to the City of London.

Canary Wharf develops, manages and owns the properties on the Estate as well as

undertaking the construction of the buildings and facilities on the Estate. As

at 31 December 2003, approximately 13.1 million square feet of office and retail

space has been constructed on the Estate (including approximately 4.2 million

square feet in other ownership). Canary Wharf has approximately 1.0 million

square feet of additional office and retail space currently under construction.

The current built estate comprises 28 completed buildings (of which 21 are owned

by Canary Wharf) and incorporates more than 550,000 square feet of retail space

concentrated in three shopping malls, a conference and banqueting centre, two

Docklands Light Railway stations, a London Underground station, approximately 20

acres of landscaped grounds and five car parks (in addition to car parking below

office buildings).

On 22 December 2003, Canary Wharf completed the sale of leasehold interests in

two properties situated at 25 Canada Square and at 5 Canada Square, both on the

Canary Wharf Estate, to wholly owned subsidiaries of RBS for consideration of

approximately £1,112 million in cash. Additional limited consideration may be

received by Canary Wharf depending on the amount of capital allowances agreed by

the purchasers with the Inland Revenue. The cash proceeds from the sale of the

leasehold interests generated approximately £236.8 million of additional

liquidity for Canary Wharf.

On 12 March 2004, Canary Wharf announced that it had agreed the sale of the

freeholds of 75 Fleet Street and St Bride's House (as acquired as part of the

overall inducement package agreed with Reuters in connection with the lease of

30 The South Colonnade) to UBS Asset Management (UK) Limited for a total

consideration of £30 million.

For the year ended 31 June 2003, Canary Wharf reported turnover of £250.3

million and a loss before tax of £13.2 million. As at 31 December 2003, Canary

Wharf had net assets of £1,665.3 million. Based on the market value of Canary

Wharf's property portfolio of £5,104.8 million as at 31 December 2003, Canary

Wharf's Adjusted Net Asset Value was £1,843.8 million, or 315 pence per share,

as set out in Appendix II.

8.               Information on Silvestor and Silvestor Holdings

Silvestor Holdings is a company newly incorporated in England specifically for

the purposes of the Acquisition. Silvestor, a company newly incorporated in

England, is a wholly-owned subsidiary of Silvestor Holdings. Neither Silvestor

Holdings nor Silvestor has traded prior to the date of this announcement.

Following completion of the Acquisition, the approximate equity ownership of

Silvestor Holdings is expected to be as follows:

Shareholder                      Class of Share              Approximate         Approximate

                                                           Percentage of       Percentage of

                                                      Silvestor Holdings  Silvestor Holdings

                                                           Share Capital       Voting Rights

Canary Wharf Shareholders        Class B/C Shares                  31.5%                5.4%

Glick Entities                   SG Shares                         28.5%               39.3%

MSREF Funds                      Class A Shares                    21.2%               29.2%

British Land Joint Ventures      Class A Shares                    14.4%               19.9%

Whitehall 2001 Funds             Class A Shares                     2.2%                3.0%

MSRESS Funds                     Class A Shares                     1.1%                1.6%

Princes Gate Investors           Class A Shares                     1.1%                1.6%

TOTAL                                                             100.0%              100.0%

(1)     Assuming no further Canary Wharf Shares are issued pursuant to the

exercise of options or Warrants.

(2)     A total of approximately 275 million shares are available to Canary

Wharf Shareholders under the terms of the Acquisition. Up to 75 million of these

may be issued in the form of Class C Shares if Canary Wharf Shareholders elect

to receive Class C Shares (subject to minimum elections being received in

respect of 25 million Class C Shares). Therefore, a minimum of approximately 200

million and a maximum of approximately 275 million Class B Shares will be

issued.

(3)     Class B Shares available to Canary Wharf Shareholders under the terms of

the Acquisition but which, as a result of elections made under the Mix and Match

Election, are not issued to them, will be issued to persons procured by Morgan

Stanley Securities Limited ('MSSL') pursuant to certain underwriting

arrangements. Certain Consortium members have entered into sub-underwriting

arrangements with MSSL pursuant to which they have agreed to subscribe for Class

B Shares in those circumstances.

(4)     The table above takes no account of the possible conversion of the Class

A Shares held by British Land Joint Ventures upon completion of the joint

venture arrangements contemplated by the terms of an agreement entered into

between British Land and Silvestor Holdings with respect to the Retail Assets as

described in paragraph 11.

(5)    British Land Joint Ventures will also subscribe for one Class D Share

which may become entitled to specific distributions if the proposed joint

venture in respect of the Retail Assets is not completed. Further information

relating to the Class D Share is set out in paragraph 11.

Holders of Class B Shares and Class C Shares will rank equally with the holders

of Class A Shares in respect of their rights to dividends and other

distributions. Holders of the SG Shares will be entitled to a fixed cumulative

dividend of 8 per cent. per annum (which may increase to a maximum of 10 per

cent. in certain circumstances after the second anniversary of issue) which will

accrue from day to day. The Class A Shares, Class B Shares and Class C Shares

(which together constitute the Ordinary Shares) will rank behind the SG Shares

and dividends will not be payable on the Ordinary Shares if any dividends on SG

Shares are due and outstanding. Holders of the SG Shares will be entitled to

receive their fixed cumulative dividend in priority to any payment by way of

dividend or other distribution to the holders of the Ordinary Shares. The SG

Shares may be converted (at the option of the holder) at any time into Class A

Shares on a one-for-one basis (subject to adjustment). SG Shares, with a maximum

aggregate paid up value of £150 million, may also be converted (at the option of

the holder) at any time into Class B Shares on a one-for-one basis (subject to

adjustment), subject to certain restrictions. Following the sixth anniversary of

the completion of the Scheme any outstanding SG Shares will automatically

convert into Class A Shares if not redeemed.

Further information on the rights attaching to the Class B Shares and the Class

C Shares is contained in Appendix III. Additional information on the various

classes of shares in Silvestor Holdings will be contained in the Supplemental

Scheme Document and in the Supplemental AIM Document.

The directors of both Silvestor and Silvestor Holdings are Sam Levinson and

Stephane Theuriau.

9.               Information on the Consortium

Morgan Stanley Real Estate Fund IV International

MSREF is the latest in the series of discretionary real estate private

investment opportunity funds sponsored by the Morgan Stanley Group. MSREF has

raised aggregate committed capital of US$2.38 billion from investors including

the Morgan Stanley Group, its employees and third-party institutional investors

such as pension funds and insurance companies and certain individual investors.

Since 1992, the MSREF series of funds (the 'MSREF Funds') have been some of the

most active real estate investors in the world acquiring, in aggregate, over

US$29 billion of assets globally, including approximately US$11 billion in

Europe. In the United Kingdom, the MSREF Funds together own several investments

totalling approximately US$2.1 billion. Their investments include portfolios of

real estate assets, individual assets, development properties, real estate

management and operating companies, and portfolios of performing and

non-performing real estate loans. Since inception, the MSREF Funds have invested

an aggregate of US$5.4 billion of equity globally, including over US$1.6 billion

in Europe.

The MSREF Funds utilise the expertise, relationships and franchise of the Morgan

Stanley Group and have professionals strategically located around the world

providing acquisition, finance and asset management services.

The Glick Entities

The Glick Entities are investment vehicles and trusts connected with Simon Glick

and his family. Simon Glick is a New York based professional investor who has

invested both his and his family's capital for over three decades. Areas in

which Mr. Glick invests include risk arbitrage, statistical arbitrage, special

situations, undervalued securities, private equity, bank debt and real estate.

Mr. Glick first invested in Canary Wharf in December 1995 when Canary Wharf was

purchased by a consortium of international property investors including Mr. Paul

Reichmann, Mr. Glick, a company held by a trust for the benefit of HRH Prince Al

Waleed Bin Talal Bin Abdulaziz Al Saud and his family, CNA Financial

Corporation, Franklin Mutual Series Fund and certain affiliates of Republic New

York Corporation. As at 13 April 2004 the Glick Entities were interested, in

aggregate, in 85,004,663 Canary Wharf Shares representing approximately 14.5 per

cent. of the existing issued share capital of Canary Wharf.

The British Land Company PLC

British Land is a property investment company registered in England and Wales

and listed on the London Stock Exchange, investing in prime, modern properties.

At 30 September 2003 its portfolio was valued at approximately £9.6 billion of

which the majority is directly owned and managed, with the balance being held in

joint ventures and partnerships, of which British Land's share was valued at

approximately £1.4 billion. Its portfolio continues to focus on areas where the

principles of supply and demand are strong over the long term. Some 49 per cent.

of the portfolio is invested in retail properties, including Meadowhall Shopping

Centre (one of only six regional centres in the UK), 116 supermarkets and 68

retail warehouses. A further 44 per cent. is invested in Central London offices,

including Broadgate, the premier City of London office estate.

British Land participates in the Consortium through British Land Joint Ventures,

a wholly owned subsidiary of British Land. British Land Joint Ventures is an

investment holding company, which owns 50 per cent. interests in three retail

joint ventures and 100 per cent. of BL Universal PLC which owns £761 million of

predominantly retail assets.

Whitehall 2001 Funds

The Whitehall 2001 Funds are the latest in a series of real estate investment

funds sponsored and managed by The Goldman Sachs Group, Inc. and/or its

affiliates (such investment funds, the 'Whitehall Funds').  In total, up to 30

June 2003, the Whitehall Funds and certain affiliates have acquired or have

under contract to acquire approximately US$66 billion in gross asset cost of

real estate and real estate-related assets worldwide (corresponding to an

aggregate equity capital investment of approximately US$12 billion).  Since

1994, the Whitehall Funds have acquired or have under contract to acquire US$18

billion in gross asset cost of European real estate and real estate-related

assets through corporate acquisitions and/or direct asset investments.  In the

United Kingdom, the Whitehall Funds own several investments exceeding US$880

million in gross asset cost.

Morgan Stanley Real Estate Special Situations Fund II

MSRESS is the latest in a series of Morgan Stanley sponsored discretionary

private equity funds that focus on making minority investments in the securities

of real estate operating companies. Since 1997, the series of funds has

invested, in aggregate, approximately US$500 million of equity in minority

stakes in US, Asian and European real estate operating companies managing over

US$5 billion of assets. MSRESS focuses exclusively on European real estate

operating companies and to date has invested a total of US$155 million of equity

in three separate transactions.

Princes Gate Investors

Princes Gate Investors is a US$1.2 billion private equity fund, which targets

non-controlling equity and equity-related investments. Princes Gate Investors is

managed by PG Investors III, Inc., a wholly-owned subsidiary of Morgan Stanley.

Capital is non-discretionary from 17 international private investors and Morgan

Stanley. Since the founding of Princes Gate Investors in 1992, it has invested

approximately $1 billion in a wide range of businesses across the globe.

10.           Arrangements with Simon Glick and the Glick Entities

It was announced on 1 September 2003 that MSREF had entered into an exclusivity

agreement with Simon Glick in relation to a potential offer for the Company.

This exclusivity agreement has been superseded by a Conduct of Offer Agreement

entered into by MSREF, the Glick Entities, the Morgan Stanley Real Estate

Special Situations Fund II, Princes Gate Investors and Simon Glick to regulate

the conduct of the Consortium's offer. The Conduct of Offer Agreement includes

an undertaking by the Glick Entities not to sell any shares in the Company nor

to accept any third party offer for the Company in respect of the shares in

which the Glick Entities are interested (representing, in aggregate,

approximately 14.5 per cent. of the issued share capital of the Company), to

vote those shares in favour of the resolutions to be proposed at the Court

Meeting(s) and the Canary Wharf Extraordinary General Meeting and against

resolutions put to any general meeting of Canary Wharf Shareholders in

connection with a competing offer. These obligations cease to apply if (i) the

Independent Committee's recommendation of the Acquisition (on its original or

any revised terms) is withdrawn and either (a) remains withdrawn on the day

before any closing date of a Third Party Transaction or 24 hours before the

deadline for submitting proxies for any meeting of Company shareholders in

relation to the Acquisition or that Third Party Transaction (where it is an

offer by way of a scheme) or (b) Silvestor announces that it will not increase

its offer; (ii) a competing offer becomes or is declared unconditional as to

acceptances, or (if made by way of a scheme) becomes effective; or (iii) the

Scheme is not approved by the necessary majority at the Court Meeting or by the

Court.

The Glick Entities and Simon Glick have also entered an agreement with Silvestor

Holdings pursuant to which the Glick Entities currently propose to roll-over

85,004,663 million Canary Wharf Shares, representing approximately 14.5 per

cent. of the issued share capital of the Company, into SG Shares in Silvestor

Holdings (subject to the Scheme receiving the sanction of the Court and to the

Acquisition otherwise being unconditional in all respects).

11.           Arrangements with the British Land Group

British Land and Silvestor Holdings have agreed the terms, subject to contract,

of a joint venture in respect of the Retail Assets on the Canary Wharf Estate.

Under the terms of the joint venture, British Land will acquire a 50 per cent.

interest in a joint venture vehicle to be formed between British Land and the

Silvestor Group and the joint venture vehicle will acquire the Retail Assets for

£326.5 million. Silvestor Holdings expects that British Land will be appointed

as the retail adviser in relation to the Retail Assets and will be appointed as

the manager of the Retail Assets for a term of five years at a fee for the

retail advisory and asset management services of £350,000 per annum (excluding

VAT). It is expected that the joint venture will be implemented after the Scheme

has become effective.

If the joint venture arrangements described above are completed, Silvestor

Holdings expects that those Class A Shares subscribed by British Land Joint

Ventures which are allotted pursuant to the first £125 million of equity (or any

lesser amount subscribed by British Land Joint Ventures in connection with the

Offer) will be converted into a new class of ordinary shares in Silvestor

Holdings which will have the same rights as the Class A Shares but with a

restricted return which will not exceed such amount as will give British Land

Joint Ventures a quarterly compounding annual internal rate of return of 11 per

cent. (the 'base distribution amount'), plus such amount as equals 25 per cent.

of any distribution in excess of the base distribution amount which would have

been payable in respect of the new class of shares if they had been Class A

Shares. As a result, the remaining 75 per cent. of the distribution in excess of

the base distribution amount will be available for distribution to other

shareholders, including holders of Class A Shares, Class B Shares, Class C

Shares and SG Shares.

British Land Joint Ventures will also subscribe for one Class D Share which may

become entitled to specific distributions if the proposed joint venture in

respect of the Retail Assets is not completed. The holder of the Class D Share

will be entitled to dividends in each year of the five year period beginning on

1 July 2004. Dividends will be declared annually based on a proportion of the

increase in the market value of the Retail Assets of the Canary Wharf Estate. If

there is a sale of all or any of the Retail Assets during the five year period,

the increase in market value of those assets will be determined upon completion

of the sale and a dividend will be paid accordingly. However, no dividends or

other distributions will become payable in respect of the Class D Share if the

proposed joint venture transaction between Silvestor Holdings and British Land

completes. Dividends which are due and payable in respect of the Class D Share

will be paid in priority to any dividends or other distributions in respect of

the SG Shares, the Class A Shares, the Class B Shares or the Class C Shares

(including by way of redemption of the SG Shares).

12.           Financing

The cash consideration payable to Canary Wharf Shareholders under the terms of

the Acquisition will be provided from a combination of equity subscriptions from

members of the Consortium and debt financing. To the extent that Canary Wharf

Shareholders elect to receive cash in lieu of Class B Shares to which they would

otherwise have been entitled under the basic terms of the Acquisition and such

elections are not satisfied by countervailing elections for Class B Shares and/

or Class C Shares in lieu of cash, any additional cash consideration payable

will be financed by way of an underwriting agreement entered into between

Silvestor Holdings and Morgan Stanley Securities Limited.

Morgan Stanley and Rothschild are satisfied that the necessary financial

resources are available to Silvestor to satisfy the consideration due under the

Acquisition in full including any amounts due to those Canary Wharf Shareholders

who validly elect to receive all cash consideration under the Mix and Match

Election in respect of some or all of their Canary Wharf Shares.

13.           Management and Employees

 Following completion of the Acquisition, Silvestor intends to fully safeguard

the existing employment rights, including accrued pension rights, of all of the

management and employees of the Canary Wharf Group. It is expected that certain

members of the current management team of the Company will enter into new

service contracts with Silvestor. It is also intended that certain members of

the management will in due course be incentivised by reference to the

performance of the Company and its assets although no arrangements with

management are currently in place.

14.           Canary Wharf Share Schemes and Warrants

The revised terms of the Acquisition will affect share options and incentive

awards granted under the Canary Wharf Share Schemes. Participants in the Canary

Wharf Share Schemes will be contacted regarding the effect of the revised terms

of the Acquisition on their rights and appropriate proposals will be made in due

course.

The proposals to the holder of the Warrants are expected to comprise an offer of

up to £27.6 million in return for cancellation of the 1997 Warrants and the 1999

Warrants. For the avoidance of doubt, the Acquisition is not conditional upon

acceptance of the warrant offer.

15.           Inducement Fee

The Company has agreed to pay an inducement fee to MSREF of approximately £17.1

million in the event that:

(a)          the Independent Committee of Canary Wharf withdraws or adversely

modifies its recommendation of the Acquisition (on the terms announced on 19

March 2004) and thereafter the Acquisition is not made, lapses or is withdrawn;

or

(b)          a Third Party Transaction is successful.

The Company has agreed to pay an inducement fee to MSREF of approximately £8.5

million in the event that the Acquisition is unsuccessful for any other reason.

The Property Sale Agreements completed on 22 December 2003. As a result, if the

Acquisition is unsuccessful then Canary Wharf will pay MSREF an additional fee

of £4.0 million (of which RBS has agreed with Canary Wharf to bear £1.0

million), together with any amount payable in respect of VAT. However, in the

circumstances described in (a) or (b) above, the inducement fee would be reduced

by the £4.0 million fee together with any amount payable in respect of VAT

thereon.

16.           Scheme of Arrangement

Under the Scheme, each Canary Wharf Share will be cancelled (other than, if

relevant, any Exchange Shares) and new shares in Canary Wharf will be issued

fully paid to Silvestor.  In consideration for the cancellation of their shares

in Canary Wharf, Canary Wharf Shareholders will receive consideration under the

terms of the Acquisition as outlined above. On the Scheme becoming effective and

following the acquisition of the Exchange Shares by Silvestor Holdings, Canary

Wharf will be a wholly-owned subsidiary of Silvestor Holdings and Silvestor.

The Scheme will be subject to the conditions set out in Appendix I, including

the sanction of the Scheme by the Court and admission of the Class B Shares to

trading on AIM.

To become effective, the Scheme requires, amongst other things, the approval of

a majority in number of Canary Wharf Shareholders representing three fourths or

more in value of Canary Wharf Shares (or the relevant class or classes thereof)

entitled to vote, either in person or by proxy, at the relevant Court Meeting

(s).

In addition to the Court Meeting, the Extraordinary General Meeting of Canary

Wharf will be held for the purpose of considering and, if thought fit, approving

one or more special resolutions relating to the Capital Reduction and the

implementation of the Scheme. It is expected that the Court Meeting will be held

on 27 April 2004 on the 29th Floor, One Canada Square, Canary Wharf, London E14

5AB, with the Extraordinary General meeting at 3.40pm (or as soon thereafter as

the Court Meeting shall have concluded or been adjourned).

The Scheme will become effective upon, amongst other things, delivery to the

Registrar of Companies in England and Wales of a copy of the order of the Court

sanctioning the Scheme and the registration of such order.  Upon the Scheme

becoming effective, it will be binding on all Canary Wharf Shareholders,

irrespective of whether or not they attended or voted at the Court Meeting(s) or

the Canary Wharf Extraordinary General Meeting.

17.           Taxation

Canary Wharf Shareholders who are resident or ordinarily resident for tax

purposes in the United Kingdom or who carry on a trade in the United Kingdom

through a United Kingdom branch, agency or permanent establishment in connection

with which the Canary Wharf Shares are held should note that the receipt by a

Canary Wharf Shareholder of Class B Shares or Class C Shares will not qualify

for rollover relief under Section 135 or 136 of the Taxation of Chargeable Gains

Act 1992. Accordingly, Canary Wharf Shareholders receiving Class B Shares or

Class C Shares may have a charge to United Kingdom capital gains tax or

corporation tax on chargeable gains (as appropriate), depending on the relevant

shareholder's particular circumstances.

18.           General

The Supplemental Scheme Document will be despatched to Canary Wharf Shareholders

and, for information only, to the holders of Warrants over Canary Wharf Shares

and to participants in the Canary Wharf Share Schemes.

The Supplemental Scheme Document will specify the necessary action to be taken

by Canary Wharf Shareholders.

As at the close of business on 13 April 2004, the Morgan Stanley Group was the

beneficial owner of 732,418 Canary Wharf Shares and held 2,099,635 Canary Wharf

Shares on behalf of clients. As at the close of business on 13 April 2004,

Goldman Sachs International was the beneficial owner of 166,485 Canary Wharf

Shares and was also discretionary manager of 10,000 Canary Wharf Shares. As at

the close of business on 13 April 2004, Rothschild did not beneficially own or

hold any Canary Wharf Shares on behalf of clients.

The availability of the Acquisition to persons not resident in the United

Kingdom may be affected by the laws of the relevant jurisdictions. Such persons

should inform themselves about and observe any applicable requirements. Further

details in relation to overseas shareholders will be contained in the

Supplemental Scheme Document.

Certain terms used in this announcement are defined in Appendix IV.

APPENDIX I

Conditions to the implementation of the Scheme and the Acquisition

The Acquisition will comply with the rules and regulations of the Financial

Services Authority, the London Stock Exchange and the City Code.

1.       The Acquisition will be conditional upon the Scheme becoming

unconditional and becoming effective by no later than 15 June 2004 or such later

date (if any) as Silvestor and Canary Wharf may agree and the Court may allow.

The Scheme will be conditional upon:

a.           the approval of the Scheme at the Court Meeting(s) (or any

adjournment thereof) by a majority in number representing three fourths or more

in value of the Canary Wharf Shareholders (or the relevant class or classes

thereof) present and entitled to vote, either in person or by proxy;

b.           the special resolution required to approve and implement the Scheme

being passed at the Canary Wharf Extraordinary General Meeting (or any

adjournment thereof);

c.           the sanction (with or without modification) of the Scheme and

confirmation of the Capital Reduction by the Court, an office copy of the Order

of the Court being delivered for registration to the Registrar of Companies in

England and Wales and registration of the Order confirming the Capital Reduction

with the Registrar of Companies in England and Wales; and

d.           the London Stock Exchange agreeing to admit the Class B Shares to

be issued pursuant to or in connection with the Scheme to trading on the

Alternative Investment Market, subject only to (1) allotment of such shares and

(2) the Scheme becoming effective.

2.       Silvestor and Canary Wharf have agreed that, subject to paragraph 3

below, an office copy of the order of the Court sanctioning the Scheme and of

the order of the Court confirming the Capital Reduction will be delivered for

registration to the Registrar of Companies for England and Wales, thereby making

the Scheme effective, only if the following conditions are satisfied or waived

as referred to below prior to the Scheme being sanctioned by the Court:

a.           insofar as the Acquisition constitutes a concentration with a

Community dimension within the scope of Council Regulation (EEC) 4064/89 (as

amended) (the 'Regulation'):

(i)             the European Commission indicating, in terms satisfactory to

Silvestor, that it does not intend to initiate proceedings under Article 6(1)(c)

of the Regulation in respect of the Acquisition; and

(ii)            in the event that a request under Article 9(2) of the Regulation

has been made by a European Union or EFTA state, the European Commission

indicating, in terms satisfactory to Silvestor, that it does not intend to refer

the Acquisition or any aspect thereof to a competent authority of a European

Union or EFTA state in accordance with Article 9(3) of the Regulation.

b.           all necessary filings or applications having been made in

connection with the Acquisition and the Scheme which are the responsibility of

the Canary Wharf Group and all statutory or regulatory obligations in any

jurisdiction having been complied with in connection with the Acquisition, the

Scheme, the acquisition by any member of the Silvestor Group of the Exchange

Shares and the acquisition by Silvestor and Silvestor Holdings of control of

Canary Wharf (the foregoing being the 'Transactions') and all authorisations,

orders, recognitions, grants, consents, licences, confirmations, clearances,

permissions and approvals reasonably necessary for or in respect of the

Transactions including, without limitation, implementation of the Scheme or the

Capital Reduction (each an 'Authorisation') having been obtained (in each case

where failure to obtain such Authorisation would have a material and adverse

effect on the Canary Wharf Group, a member of the Silvestor Group or the ability

of Silvestor to implement the Acquisition) in terms and in a form reasonably

satisfactory to Silvestor from all appropriate third parties or persons with

whom any member of the Canary Wharf Group has entered into contractual

arrangements and all such Authorisations and all material authorisations orders,

recognitions, grants, licences, confirmations, clearances, permissions and

approvals necessary or appropriate to carry on the business of any member of the

Canary Wharf Group which is material in the context of the Canary Wharf Group as

a whole or of the obligations of any member of the Silvestor Group in connection

with the financing of the Acquisition remaining in full force and effect and all

filings necessary for such purpose having been made and there being no notice in

writing received by any member of the Canary Wharf Group or intimation of any

intention to revoke or not to renew any of the same in each case at the time at

which the Scheme becomes effective;

c.           no government or governmental, quasi-governmental, supranational,

statutory, regulatory, environmental, administrative, fiscal or investigative

body, court, trade agency, association, institution or any other body or person

whatsoever in any jurisdiction (each a 'Third Party') having decided to take,

institute, implement or threaten any action, proceeding, suit, investigation,

enquiry or reference, or having enacted, made or proposed any statute,

regulation, decision, order or change to published practice, or having taken any

other steps which would:

(i)             require, prevent or materially delay the divestiture, or

materially alter the terms envisaged for any proposed divestiture by any member

of the Canary Wharf Group of all or any portion of its businesses, assets or

property or impose any limitation on the ability of any of them to conduct its

businesses (or any of them) or to own any of their respective assets or

properties or any part thereof to an extent which is material in the context of

Canary Wharf taken as a whole;

(ii)            require, prevent or materially delay the divestiture by any

member of the Silvestor Group of any shares or other securities in Canary Wharf;

(iii)          impose any material limitation on, or result in a material delay

in, the ability of any member of the Silvestor Group directly or indirectly to

acquire or to hold or to exercise effectively any rights of ownership in respect

of shares or (other than the Warrants) securities convertible into shares in any

member of the Canary Wharf Group or to exercise management control over any

member of the Canary Wharf Group;

(iv)          save as fairly disclosed by Canary Wharf to the Consortium prior

to 4 December 2003 or as publicly announced to a Regulatory Information Service

by or on behalf of Canary Wharf before that date, otherwise adversely affect the

business, assets, profits or prospects of any member of the Canary Wharf Group

in a manner which is adverse to and material in the context of the Canary Wharf

Group taken as a whole or of the obligations of any members of the Silvestor

Group in connection with the financing of the Acquisition;

(v)           make the Acquisition or the Scheme or the implementation of the

Acquisition, the Scheme or the Capital Reduction or the acquisition by any

member of the Silvestor Group of any shares or other securities (other than the

Warrants) in, or control of Canary Wharf, void, illegal, and/or unenforceable

under the laws of any jurisdiction, or otherwise, directly or indirectly,

prohibit or materially restrain, restrict, delay or otherwise interfere with the

same, or impose material additional conditions or obligations with respect

thereto, or otherwise materially challenge or interfere therewith;

(vi)          require any member of the Silvestor Group or the wider Canary

Wharf Group to offer to acquire any shares or other securities (or the

equivalent) or interest in any member of the wider Canary Wharf Group owned by

any third party;

and all applicable waiting and other time periods during which any such Third

Party could institute, implement or threaten any action, proceeding, suit,

investigation, enquiry or reference or any other step under the laws of any

jurisdiction in respect of the Acquisition or the Scheme or the acquisition or

proposed acquisition of any Canary Wharf Shares having expired, lapsed or been

terminated;

d.           save as fairly disclosed in the annual report and financial

statements of Canary Wharf for the year ended 30 June 2003, or fairly disclosed

by Canary Wharf to the Consortium prior to 4 December 2003 or as publicly

announced to a Regulatory Information Service by or on behalf of Canary Wharf

before that date, there being no provision of any agreement, arrangement,

licence, permit or other instrument to which any member of the Canary Wharf

Group is a party or by or to which any such member or any of its assets may be

bound, entitled or subject, which in consequence of the Acquisition or the

Scheme or the proposed acquisition of any shares or other securities (other than

the Warrants) in Canary Wharf or because of a change in the control or

management of Canary Wharf or otherwise, could or might reasonably be expected

to result in, in each case to an extent which is material in the context of the

Canary Wharf Group as a whole or to the obligations of any members of the

Silvestor Group in connection with the financing of the Acquisition:

(i)             any moneys borrowed by or any other indebtedness (actual or

contingent) of, or grant available to any such member, being or becoming

repayable or capable of being declared repayable immediately or earlier than

their or its stated maturity date or repayment date or the ability of any such

member to borrow moneys or incur any indebtedness being withdrawn or inhibited

or being capable of becoming or being withdrawn or inhibited;

(ii)            any such agreement, arrangement, licence, permit or instrument

or the rights, liabilities, obligations or interests of any such member

thereunder being terminated or modified or affected or any obligation or

liability arising or any action being taken thereunder;

(iii)          any assets or interests of any such member being or falling to be

disposed of or charged or any right arising under which any such asset or

interest could be required to be disposed of or charged;

(iv)          the creation or enforcement of any mortgage, charge or other

security interest over the whole or any part of the business, property or assets

of any such member;

(v)           the rights, liabilities, obligations or interests of any such

member in, or the business of any such member with, any person, firm or body (or

any arrangement or arrangements relating to any such interest or business) being

terminated, adversely modified or affected;

(vi)          the value of any such member or its financial or trading position

or prospects being prejudiced or adversely affected; or

(vii)        the creation of any liability, actual or contingent, by any such

member,

and no event having occurred which, under any provision of any agreement,

arrangement, licence, permit or other instrument to which any member of the

Canary Wharf Group is a party or by or to which any such member or any of its

assets may be bound, entitled or subject, could or might reasonably be expected

to result in any of the events or circumstances as are referred to in

sub-paragraphs (i) to (vii) of this condition;

e.           since 30 June 2003, and save as fairly disclosed in the annual

report and financial statements of Canary Wharf for the year ended 30 June 2003,

or fairly disclosed by Canary Wharf to the Consortium before 4 December 2003 or

as publicly announced to a Regulatory Information Service by or on behalf of

Canary Wharf before that date:

(i)             no adverse change or deterioration having occurred in the

business, assets, financial or trading position or profits or prospects of any

member of the Canary Wharf Group which in any such case is material in the

context of the Canary Wharf Group taken as a whole or of the obligations of any

members of the Silvestor Group in connection with the financing of the

Acquisition;

(ii)            no litigation, arbitration proceedings, prosecution or other

legal proceedings to which any member of the Canary Wharf Group is or may become

a party (whether as a plaintiff, defendant or otherwise) and no investigation by

any third party against or in respect of any member of the Canary Wharf Group

having been instituted announced or threatened by or against or remaining

outstanding in respect of any member of the Canary Wharf Group which in any such

case might reasonably be expected to materially and adversely affect the Canary

Wharf Group (taken as a whole);

(iii)          there not having occurred the destruction of or damage to one or

more buildings at the Estate, including, without limitation, 5 Canada Square and

25 Canada Square (and including the Retail Premises), comprising in aggregate

more than 850,000 square feet net internal area as a result of which the

building(s) are or are reasonably likely to be rendered incapable of beneficial

occupation and use for a time period which can reasonably be expected to exceed

12 months (and whether or not a member of the Canary Wharf Group is insured

against such destruction or damage);

(iv)          no event having occurred or circumstance arisen or having become

known to Silvestor which affects the nature of the ownership of the property or

the rights affecting, or enjoyed by, the property which has not been disclosed

in the Certificates of Title, the effect of which is to render the Certificates

of Title untrue, inaccurate or misleading in any respect which is material in

the context of the Canary Wharf Group (taken as a whole) or of the obligations

of any members of the Silvestor Group in connection with the financing of the

Acquisition;

(v)           no event having occurred or circumstance arisen or having become

known which is or may be harmful (to the extent which is material in the context

of the Canary Wharf Group taken as a whole) to the Environment in or adjacent to

any part of the Estate;

(vi)          no contingent or other liability having arisen or become known to

Silvestor which would be likely materially and adversely to affect any member of

the Canary Wharf Group (taken as a whole); and

(vii)        no steps having been taken which are likely to result in the

withdrawal, cancellation, termination or modification of any licence held by any

member of the Canary Wharf Group which is material in the context of the Canary

Wharf Group (taken as a whole).

f.            save as fairly disclosed in the annual report and financial

statements of Canary Wharf for the year ended 30 June 2003, or publicly

announced to a Regulatory Information Service by or on behalf of Canary Wharf,

or as fairly disclosed by Canary Wharf to the Consortium, in each case before 4

December 2003, Silvestor not having discovered:

(i)             that any financial, business or other information concerning the

Canary Wharf Group as contained in the information publicly disclosed at any

time by or on behalf of any member of the Canary Wharf Group is materially

misleading, contains a material misrepresentation of fact or omits to state a

fact necessary to make that information accurate in all material respects, in

each case in the context of the Canary Wharf Group taken as a whole or of the

obligations of any members of the Silvestor Group in connection with the

financing of the Acquisition;

(ii)            that any member of the Canary Wharf Group, or any partnership,

company or other entity in which any member of the Canary Wharf Group has a

significant economic interest is subject to any liability (contingent or

otherwise) which is material in the context of the Canary Wharf Group and is not

disclosed in the annual report and financial statements of Canary Wharf for the

year ended 30 June 2003; or

(iii)          any information which affects the import of any information

disclosed at any time by or on behalf of any member of the Canary Wharf Group

and which is material in the context of the Canary Wharf Group taken as a whole

or the obligations of any members of the Silvestor Group in connection with the

financing of the Acquisition;

g.           except as fairly disclosed in the annual report and financial

statements of Canary Wharf for the year ended 30 June 2003, or publicly

announced to a Regulatory Information Service by or on behalf of Canary Wharf

prior to 4 December 2003, or as fairly disclosed to the Consortium before that

date, no member of the Canary Wharf Group having, since 30 June 2003:

(i)             save as between Canary Wharf and wholly-owned subsidiaries of

Canary Wharf or for Canary Wharf Shares issued pursuant to the exercise of

options granted under the Canary Wharf Share Schemes, issued, authorised or

proposed the issue of additional shares of any class;

(ii)            save as between Canary Wharf and wholly-owned subsidiaries of

Canary Wharf or for the grant of options under the Canary Wharf Share Schemes,

issued or agreed to issue, authorised or proposed the issue of securities

convertible into shares of any class or rights, warrants or options to subscribe

for, or acquire, any such shares or convertible securities;

(iii)          other than to another member of the Canary Wharf Group,

recommended, declared, paid or made or proposed to recommend, declare, pay or

make any bonus, dividend or other distribution whether payable in cash or

otherwise;

(iv)          save for intra-Canary Wharf Group transactions (and save for the

Acquisition and the Scheme), merged or demerged with any body corporate or

acquired or disposed of or transferred, mortgaged or charged or created any

security interest over any assets or any right, title or interest in any asset

(including shares and trade investments) or authorised or proposed or announced

any intention to propose any merger, demerger, acquisition or disposal,

transfer, mortgage, charge or security interest, in each case which is material

in the context of the Canary Wharf Group, taken as a whole, or is material in

the context of the obligations of any members of the Silvestor Group in

connection with the financing of the Acquisition;

(v)           save for intra-Canary Wharf Group transactions, made or authorised

or proposed or announced an intention to propose any change in its loan capital;

(vi)          issued, authorised or proposed the issue of any debentures or,

save in the ordinary course of business and save for intra-Canary Wharf Group

transactions, incurred or increased any indebtedness or become subject to any

contingent liability, in each case which is material in the context of the

Canary Wharf Group, taken as a whole, or is material in the context of the

obligations of any members of the Silvestor Group in connection with the

financing of the Acquisition;

(vii)        purchased, redeemed or repaid or announced any proposal to

purchase, redeem or repay any of its own shares or other securities or reduced

or, save in respect to the matters mentioned in sub-paragraph (i) above, made

any other change to any part of its share capital;

(viii)       implemented, or authorised, proposed or announced its intention to

implement, any reconstruction, amalgamation, scheme, commitment or other

transaction or arrangement (other than the Acquisition and the Scheme) which is

material in the context of the Canary Wharf Group, taken as a whole, or is

material in the context of the obligations of any members of the Silvestor Group

in connection with the financing of the Acquisition; or

(ix)          entered into or changed the terms of any contract with any

director or senior executive;

(x)           entered into or varied or authorised, proposed or announced its

intention to enter into or vary any contract, transaction or commitment (whether

in respect of capital expenditure or otherwise) which is of an onerous or

unusual nature or magnitude or which is or could be materially restrictive on

the businesses of the Canary Wharf Group or which involves or could involve an

obligation of such a nature or magnitude or which is other than in the ordinary

course of business and which is, in each case, material in  the context of the

business of Canary Wharf Group, taken as a whole, or of the obligations of any

member of the Silvestor Group in connection with the financing of the

Acquisition;

(xi)          (other than in respect of a member which is dormant and was

solvent at the relevant time) taken any corporate action or had any legal

proceedings started or threatened against it for its winding-up, dissolution or

reorganisation or for the appointment of a receiver, administrative receiver,

administrator, trustee or similar officer of all or any of its assets or

revenues or any analogous proceedings in any jurisdiction or had any such person

appointed;

(xii)        waived or compromised any claim which is material in the context of

the Canary Wharf Group otherwise than in the ordinary course of business;

(xiii)       entered into any contract, commitment, arrangement or agreement

otherwise than in the ordinary course of business or passed any resolution or

made any offer (which remains open for acceptance) with respect to or announced

any intention to, or to propose to, effect any of the transactions, matters or

events referred to in this condition,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition,

the term 'Canary Wharf Group' shall mean Canary Wharf and its wholly-owned

subsidiaries.

For the purposes of these conditions the 'wider Canary Wharf Group' means Canary

Wharf and its subsidiary undertakings, associated undertakings and any other

undertaking in which Canary Wharf and/or such undertakings (aggregating their

interests) have a significant interest and for these purposes 'subsidiary

undertaking', 'associated undertaking' and 'undertaking' have the meanings given

by the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act

which shall be excluded for this purpose, and 'significant interest' means a

direct or indirect interest in ten per cent. or more of the equity share capital

(as defined in that Act).

3.       Silvestor reserves the right to waive the conditions in paragraphs b.

to g. (both inclusive) of Condition 2 above in whole or in part, for the

purposes of the Acquisition and the Scheme.  The conditions in paragraphs a.,

b., and c. of Condition 1 cannot be waived and the condition in paragraph d. of

Condition 1 can only be waived with the prior written consent of Canary Wharf.

4.       If Silvestor is required by the Panel to make an offer for Canary Wharf

Shares under the provisions of Rule 9 of the City Code, then Silvestor may make

such alterations to any of the above conditions as are necessary to comply with

the provisions of that Rule.

5.       Silvestor reserves the right to elect to implement the Acquisition by

way of a take-over offer. In such event, such offer will be implemented on the

same terms (subject to appropriate amendments, so far as applicable, as those

which would apply to the Scheme.

6.       Save with the consent of the Panel, the Acquisition will lapse and the

Scheme will not proceed if, before the date of the Court Meeting(s), the

European Commission initiates proceedings under Article 6(1)(c) of the

Regulation or, following a referral by the European Commission under Article 9

(1) of the Regulation to a competent authority in the United Kingdom, there is a

subsequent reference to the Competition Commission.

7.       The Acquisition and the Scheme will be governed by English law and be

subject to the jurisdiction of the English courts. The Rules contained in the

Code, so far as they are appropriate, apply to the Acquisition.

APPENDIX II

Sources of Information and Bases of Calculation

(a)    The value placed by the Offer on the existing issued share capital, and other statements made by

       reference to the existing issued share capital, of Canary Wharf are based on 585,008,225 million

       Shares in issue, being the number of shares in issue publicly stated by Canary Wharf on 5 April 2004.

(b)    Unless otherwise stated, all prices quoted for Canary Wharf Shares have been derived from the Daily

       Official List of the London Stock Exchange and represent closing middle market prices on the relevant

       date.

(c)    Canary Wharf's Adjusted Triple Net Asset Value has been sourced from Canary Wharf's interim results

       for the six months to 31 December 2003 posted to Shareholders on 31 March 2004. It has been included

       to assist Canary Wharf Shareholder in their financial evaluation of the Acquisition since it enables

       a comparison to be made between the terms of the Acquisition and the terms of previous offers for

       other property companies. Actual realizable values may differ from those stated due to various

       factors, including, but not limited to, market fluctuations. Even if the realizable values were

       identical to those stated, Canary Wharf's Adjusted Triple Net Asset Value is not an estimate of the

       value of Canary Wharf on a liquidation as it does not take into account other matters such as

       penalties on the prepayment of indebtedness and expenses relating to the disposal of assets.

APPENDIX III

Description of Rights Attaching to the Class B Shares and the Class C Shares

The articles of association of Silvestor Holdings to be adopted by special

resolution prior to the

Effective Date (the ''Articles'') will contain, amongst other things, provisions

to the following effect:

1.      Share rights

Subject to the Companies Act and other shareholders' rights, shares may be

issued with such rights and restrictions as Silvestor Holdings may by ordinary

resolution decide, or (if there is no such resolution or so far as it does not

make specific provision) as the board with Glick Approval may decide (with

certain exceptions). Redeemable shares may be issued. Subject to the Articles,

the Companies Act and other shareholders' rights, unissued shares are at the

disposal of the board.

2.      Voting rights

A resolution put to the vote of any general meeting shall be decided by way of

poll, and votes may be given in person or by proxy. Each SG Share and Class A

Share will have eight votes attached to it. Each Class B Share and Class C Share

will have one vote attached to it. The Class D Share will not be entitled to

vote at general meetings of Silvestor Holdings.

3.      Dividends

(a) Class D Share

The Class D Share is entitled to dividends calculated by reference to the

increase in the market value of the Retail Assets over a period of five years.

Such dividends will become payable only if the proposed joint venture between

Silvestor Holdings and the British Land Group relating to the Retail Assets is

not completed. In those circumstances dividends will be declared in respect of

each 12 month period ending on 30 June in the five year period beginning on 1

July 2004 as follows:

(i)                                        in respect of the first year ending

30 June 2005, 20 per cent. of the increase (if any) in the Retail Asset Value

over that year from an agreed Retail Asset Value as at 1 July 2004; and

(ii)                                      in respect of each subsequent year up

to and including the fifth year which ends on 30 June 2009, 20 per cent. of the

increase (if any) in the Retail Asset Value between that year and the previous

highest Retail Asset Value for any previous year,

where the Retail Asset Value of the relevant assets will be deemed to be £326.5

million on 1 July 2004 and thereafter will be the market value from time to time

of the Retail Assets or any part thereof (as the case may be) less any relevant

capital expenditure. In respect of Cabot Hall (one of the properties comprising

the Retail Assets) only, the reference amount for the calculation of the Retail

Asset Value shall be 65 per cent. of the market value less 65 per cent. of

relevant capital expenditure.

Any dividend declared in respect of the first or second year of the period will

not be paid until the dividend in respect of the third year (if any) becomes or

would become due and payable. However, if, at any time before the due date for

payment of any dividend in respect of the third year, the consolidated net asset

value of the Silvestor Group is determined to be less than £500 million, any

dividend declared prior to that time shall become due and payable shortly after

such determination. If the consolidated net asset value of the Silvestor Group

is determined to be less than £500 million before either or both of the

dividends (if any) for the first and second year is declared, those dividends

shall become due and payable at the end of the first year and the second year

(respectively) (and not, as would otherwise be the case, at the end of the third

year). Dividends declared in respect of the third, fourth or fifth year will be

paid within five business days of determination of the amount of the dividend

(if any). No dividends can be declared or be payable in respect of any period

beginning on or after 1 July 2009.

If, before the end of the fifth year, the Silvestor Group sells some or all of

the Retail Assets, other than pursuant to the proposed sale of such assets to

the proposed joint venture between Silvestor Holdings and the British Land

Group, Silvestor will declare a Class D dividend equal to 20 per cent. of (a)

the net proceeds received on the sale, less (b) any capital expenditure in

relation to the relevant assets from the date of completion of the Scheme less

(c) the highest Retail Asset Value previously determined in respect of the

relevant Retail Assets. In respect of Cabot Hall only, the reference amount for

the calculation of the net proceeds received on sale shall be 65 per cent. of

such proceeds and the reference amount for the calculation of capital

expenditure shall be 65 per cent. of such capital expenditure. Following

completion of a sale of all of the Retail Assets, no dividends will be declared

or paid other than any unpaid dividends in respect of the sale and any dividend

previously declared which has not yet been paid.

The Class D Shareholder will be entitled to receive any Class D Dividends which

are due and payable in priority to any payment by way of dividend or other

distribution to the holders of any other class of shares in Silvestor Holdings

(including by way of redemption of the SG Shares). If for any reason Silvestor

Holdings does not pay any Class D Dividend on the date on which the Class D

Dividend first became due and payable (or would have first become payable but

for the provisions of the Articles), then dividends on the SG Shares and the

Class A Shares, the Class B Shares and the Class C Shares will accrue and

compound but will not be paid or, as appropriate, declared. Where a Class D

Dividend has been declared but has not yet become payable, dividends can be

declared and paid and any other distribution made (including by way of

redemption of the SG Shares) on other classes of shares. However, if any Class D

Dividends should have been but have not been declared in full by reason of any

legal restriction on the declaration of the dividend, no dividends or other

distributions can be declared or paid in respect of any other class of shares in

Silvestor Holdings until all Class D Dividends required to be declared have been

declared, but dividends on the SG Shares and the Class A Shares, Class B Shares

and the Class C Shares will continue to accrue and compound.

(b) SG Shares

Save as set out in paragraph 3(a) above, holders of SG Shares will be entitled

to receive in priority to any payment by way of dividend or other distribution

to the holders of any

other class of shares (except the Class D Share) a fixed cumulative dividend of

8 per cent. per annum accruing from day to day. Dividends will be payable

quarterly in arrear on the first business day of January, April, July and

October, on the SG Shares, save that: (i) dividends on the SG Shares will accrue

but will not be declared or paid prior to the second anniversary of issue of the

SG Shares unless the board resolves to do so; and (ii) thereafter 50 per cent.

of each dividend will be payable quarterly and 50 per cent. of each dividend

will accrue but will not be declared or paid unless the board resolves to do so.

Any dividends not paid on the relevant quarterly payment date (whether or not

due to be paid) will compound quarterly at 8 per cent. per annum. This

compounding rate will increase quarterly by 0.5 per cent. in the event that

dividends which are due to be paid are not paid for any reason, up to a maximum

of 10 per cent. (which will reduce to 8 per cent. again once all accrued

dividends which are due to be paid have been paid).

(c) Class A Shares, Class B Shares and Class C Shares

The Class B Shares and the Class C Shares will rank equally with each other and

with the Class A Shares in respect of their rights to dividends and other

distributions. The holders of Class A Shares, Class B Shares and Class C Shares

will be entitled to a fixed cumulative dividend of 8 per cent. per annum which

will accrue from day to day. Dividends will be payable quarterly in arrear

subject to the priority of the Class D Share and the SG Shares. Any dividends

not paid on the relevant quarterly payment date will compound quarterly at 8 per

cent. per annum. The Class A Shares, the Class B Shares and the Class C Shares

will rank behind the Class D Share and the SG Shares and dividends will not be

payable on the Class A Shares, the Class B Shares or the Class C Shares while

any dividends on the Class D Share or the SG Shares are due and outstanding.

After payment of all dividends referred to above, any remaining available cash

flows that are authorised by the board to be distributed shall be distributed to

the holders of SG Shares, Class A Shares, Class B Shares and Class C Shares pro

rata to the amounts paid up or deemed to be paid up on those shares. All SG

Shares, Class A Shares, Class B Shares, Class C Shares and the Class D Share to

be issued in relation to the Acquisition will be paid up or deemed to be paid up

as to £1 per share.

(d) Other Dividends

In addition, and subject to the provisions of the Companies Act and the

Articles: (i) Silvestor Holdings may by ordinary resolution from time to time

declare dividends not exceeding the amount recommended by the board; and (ii)

the board may pay such interim dividends or distributions as appear to the board

to be justified by the financial position of Silvestor Holdings, provided that

the Class A Shares, the Class B Shares and the Class C Shares shall be treated

equally in respect of interim dividends or distributions paid.

(e) Restrictions relating to dividends, other distributions and redemptions

No dividend or other distribution (including on a redemption of SG Shares and

including dividends on the Class D Share) may be declared or paid, or deemed to

be declared or paid, to the extent prohibited by the Articles or any legal or

regulatory restriction or by the terms of any of Silvestor Holdings' financing

documents or (in the case of payment) if Silvestor Holdings has insufficient

available cash flows for that purpose. Any such restriction will not prevent any

dividend or other distribution from accruing or compounding.

4.      Liquidation or sale of Silvestor Holdings

On (i) a liquidation, dissolution or winding-up of Silvestor Holdings, (ii) the

consolidation of Silvestor Holdings with, or the merger of Silvestor Holdings

into, any other person (other than certain transactions), or (iii) the sale of

the entire issued share capital of Silvestor Holdings in a single transaction or

a series of related transactions to a person who is not a member of a

Shareholder Group or an associate of any such member, the following will apply.

The assets of Silvestor Holdings available for distribution or, as appropriate,

the consideration payable to the shareholders in respect of the transaction,

shall be distributed as follows:

(a)          first, to the holder of the Class D Share in an amount equal to the

aggregate of all Class D Dividends which have been declared but which have not

been paid;

(b)          secondly, to the holders of SG Shares an amount in respect of each

SG Share equal to (1) the original amount paid up (or deemed to be paid up) on

that SG Share less the aggregate of dividends paid in respect of that share

pursuant to paragraph 3(d) above, plus (2) all accrued and unpaid dividends in

respect of that share plus (3) if necessary, an amount to ensure an 8 per cent.

annual internal rate of return on that share;

(c)          thirdly, to the holders of Class A Shares, the Class B Shares and

the Class C Shares an amount in respect of each such share equal to (1) the

original amount paid up (or deemed to be paid up) on that share less the

aggregate of dividends paid in respect of that share pursuant to paragraph 3(d)

above, plus (2) all accrued and unpaid dividends in respect of that share plus

(3) if necessary, an amount to ensure an 8 per cent. annual internal rate of

return on that share; and

(d)          fourthly, to each holder of an SG Share, a Class A Share, a Class B

Share and a Class C Share pro rata to the amounts paid up on such shares, up to

a maximum amount of £100,000 per £1 paid up on each share;

(e)          fifthly, to each holder of any non-voting deferred shares (which

will only be issued in restricted circumstances on the conversion of the Class C

Shares into Class B Shares) in an amount equal to the amount paid up on such

share; and

(f)           lastly, to the holders of SG Shares, Class A Shares, Class B

Shares, Class C Shares and the Class D Share pro rata to the amounts paid up (or

deemed paid up) on those shares subject to a maximum amount being paid in

respect of the Class D Share equal to the amount paid up on the Class D Share

(being £1).

5.      Transfer of Class B Shares and Class C Shares

The Class B Shares are freely transferable. However, the Class C Shares are not

transferable

before the third anniversary of the Effective Date.

6.      Share capital

(a)          For the purposes of the Articles, each of the SG Shares, the Class

A Shares, the Class B Shares and the Class C Shares shall be deemed to have been

paid up in the amount of £1 (irrespective of the amount actually paid up

thereon).

(b)          Unless the terms of issue provide otherwise and save for Class A

Shares arising on conversion of the SG Shares, Class A Shares, Class B Shares

and Class C Shares issued or arising after the Effective Date will accrue

dividend entitlements as if they had been issued at the Effective Date, save

that any dividends paid on shares of the relevant class (or paid by reference to

a record date) before the actual date of issue of such shares will be deemed to

have been paid on such shares (and such shares will have no right to receive an

amount in respect of such dividend). The principle set out in this paragraph

will also apply to SG Shares issued after the date on which SG Shares are first

issued.

7.      Variation of rights

Subject to the provisions of the Companies Act and the Articles, all or any of

the rights attaching to an existing class of shares may be varied or abrogated

as follows:

(a)          in the case of a variation or abrogation which affects the Class A

Shares, the Class B Shares and the Class C Shares equally, either (1) with the

consent in writing of holders of those shares holding shares representing not

less than two-thirds of the aggregate voting rights of the issued Class A

Shares, Class B Shares and Class C Shares, including the consent of the MS

Shareholder Group and the Glick Shareholder Group (to the extent they hold Class

A Shares), or (2) with the sanction of a resolution passed at a separate general

meeting of the holders of Class A Shares, Class B Shares and Class C Shares by a

majority representing not less than two-thirds of the aggregate voting rights of

the Class A Shares, Class B Shares and Class C Shares held by shareholders

present (whether in person or by proxy) and voting on the resolution, including

the vote in favour of such resolution by all of the MS Shareholder Group and the

Glick Shareholder Group (to the extent they hold Class A Shares);

(b)          where it is proposed to vary or abrogate the rights attaching to

the Class A Shares without equally varying or abrogating the rights attaching to

the Class B Shares and the Class C Shares, either (1) with the consent in

writing of the holders of Class A Shares holding shares representing not less

than two-thirds of the aggregate voting rights of the issued Class A Shares,

including the consent of the MS Shareholder Group and the Glick Shareholder

Group (to the extent they hold Class A Shares), or (2) with the sanction of a

resolution passed at a separate general meeting of the holders of Class A Shares

by a majority representing not less than two-thirds of the aggregate voting

rights of the Class A Shares present (whether in person or by proxy) and

entitled to vote on the resolution, including the vote in favour of such

resolution by all of the members of the MS Shareholder Group and the Glick

Shareholder Group (to the extent they hold Class A Shares);

(c)          where it is proposed to vary or abrogate the rights attaching to

the Class B Shares without equally varying or abrogating the rights attaching to

the Class A Shares and Class C Shares, with the consent in writing of the

holders of Class B Shares holding shares representing not less than two-thirds

of the aggregate voting rights of the issued Class B Shares or with the sanction

of a resolution passed at a separate general meeting of the holders of Class B

Shares by a majority representing not less than two-thirds of the aggregate

voting rights of the holders of Class B Shares present (whether in person or by

proxy) and entitled to vote on the resolution;

(d)          where it is proposed to vary or abrogate the rights attaching to

the Class C Shares without equally varying or abrogating the rights attaching to

the Class A Shares and Class B Shares, with the consent in writing of the

holders of Class C Shares holding shares representing not less than two-thirds

of the aggregate voting rights of the issued Class C Shares or with the sanction

of a resolution passed at a separate general meeting of the holders of Class C

Shares by a majority representing not less than two-thirds of the aggregate

voting rights of the holders of Class C Shares present (whether in person or by

proxy) and entitled to vote on the resolution; and

(e)          in respect of the rights attaching to the Class D Share, only with

the consent in writing of the holder of the Class D Share.

Silvestor Holdings shall not make any application to AIM for the Class B Shares

to be de-listed without the sanction of an ordinary resolution passed at a

separate general meeting of the holders of Class B Shares or with the consent in

writing of the Class B shareholders holding shares representing more than 50 per

cent. of the aggregate voting rights of the issued Class B Shares.

Notwithstanding the aforementioned provisions of the Articles, from admission of

the Class B Shares to AIM, Silvestor Holdings will be required to comply with

the provisions of the AIM Rules which, in this respect, will require approval by

shareholders holding shares representing not less than 75 per cent. of the

aggregate voting rights of the issued Class B Shares.

Silvestor Holdings shall not issue any share capital (including further SG

Shares) ranking senior to the Class A Shares or amend the rights attaching to

any issued shares such that they would rank senior to the Class A Shares without

the consent of the MS Shareholder Group, the Glick Shareholder Group and the

British Land Shareholder Group.

8.      Pre-emption rights

Silvestor Holdings is able in each calendar year to issue shares in an amount up

to 5 per cent. of the aggregate nominal value of the issued share capital of

Silvestor Holdings without having to offer any of those shares to the holders of

shares on a pre-emptive basis. If Silvestor Holdings wishes to issue shares in

an amount exceeding the 5 per cent. threshold, it will be obliged to offer

shares to the holders of all shares (other than the Class D Share) on a

pre-emptive basis (subject to exclusions to deal with fractional entitlements

and legal or practical problems). The holders of Class B Shares will only be

entitled to receive further Class B Shares under such a preemptive offer, and

the holders of the Class C Shares will only be entitled to receive further Class

C Shares under such an offer, irrespective of the class of share otherwise being

offered.

Silvestor Holdings is entitled to issue shares in certain circumstances without

any pre- emption rights applying to the issue. These circumstances include

issues of shares made in connection with: (i) the Acquisition; (ii) a conversion

of SG Shares into Class A Shares or Class B Shares or a conversion of Class C

Shares into Class B Shares; (iii) an employees' share scheme; (iv) an

acquisition or other transaction financed out of an issue of Class A Shares; (v)

an issue of shares for non-cash consideration; (vi) payment of a scrip dividend

or a capitalisation issue carried out in accordance with the Articles; and (vii)

an issue of any shares not comprising equity share capital in Silvestor

Holdings. Any issue of shares otherwise than on a pre-emptive basis made

pursuant to (iv), (v) or (vii) must be approved by the board of Silvestor

Holdings (including Glick Approval) and by the British Land Shareholder Group.

9.      Drag-along of Class B Shares

If a person who is not a member or associate of any Shareholder Group acquires

all of the issued SG Shares and Class A Shares in a single transaction (or a

series of related transactions), then that person shall be entitled to acquire

all of the Class B Shares at a price per share equal to the highest price paid

by that person for the Class A Shares pursuant to such transaction(s). The third

party will also be entitled to acquire all of the Class C Shares at a price

equal to that paid for the Class B Shares.

10.  Tag-along

If a person who is not a member or associate of any Shareholder Group acquires

30 per cent. or more of the voting rights attached to the issued shares in

Silvestor Holdings in a single

transaction (or a series of related transactions), that person shall be required

to make an offer to all remaining shareholders to acquire the shares (other than

the Class D Share) held by them. The price to be paid by that person for each

share shall be equal to the highest price paid by that person for a Class A

Share pursuant to such transaction(s). If no Class A Shares are acquired

pursuant to the transaction(s), then the price for each Class B Share will be

one which is comparable to the price paid for the shares acquired pursuant to

the transaction(s) and, in any event, the price offered for Class A Shares and

Class B Shares shall be the same. The price to be offered for Class C Shares

shall equal that paid for the Class B Shares.

11.  Right to redeem and convert SG Shares

A holder of SG Shares is entitled to require Silvestor Holdings to redeem some

or all of the SG Shares held by that shareholder by serving notice on Silvestor

Holdings at any time (1) during the 90-day period following the sixth

anniversary of the date on which the SG Shares were issued by Silvestor Holdings

for the first time, or (2) in certain circumstances during the 30-day period

following the date on which Silvestor Holdings gives to the holders of SG Shares

notice of a flotation of the Class A Shares on a recognised investment exchange

(as defined in the Financial Services and Markets Act 2000) or similar exit

transaction. The price payable by Silvestor Holdings on redemption of an SG

Share is equal to the amount which would be payable on an SG Share on a

liquidation of Silvestor Holdings as described in paragraph 4 above. If

Silvestor Holdings fails to redeem any SG Shares on the date set for redemption

then, amongst other things, Silvestor Holdings will be obliged to commence an

orderly process for the marketing and disposal of certain assets sufficient to

enable Silvestor Holdings to make the redemption payment.

A holder of SG Shares may require Silvestor Holdings at any time to convert all

or any of his SG Shares into Class A Shares on a one-for-one basis (subject to

normal adjustments for share subdivisions and consolidations, scrip dividends

and the like). A holder of SG Shares may also require Silvestor Holdings at any

time to convert all or any of his SG Shares into Class B Shares on a one-for-one

basis (subject to normal adjustments for share sub-divisions and consolidations,

scrip dividends and the like) subject to the following: (1) the maximum

aggregate paid up value of SG Shares which may be converted to Class B Shares is

£150 million; and (2) at the time of conversion the amount of accrued dividends

on the relevant SG Shares is greater than or equal to the amount of accrued

dividends on the Class B Shares into which they will convert. All outstanding SG

Shares will automatically convert to Class A Shares (1) on the first business

day following the expiration of the 90-day period following the sixth

anniversary of the date on which the SG Shares were issued by Silvestor Holdings

for the first time, and (2) if earlier, (in certain circumstances) immediately

prior to a flotation of the Class A Shares on a recognised investment exchange

(as defined in the Financial Services and Markets Act 2000) or similar exit

transaction (unless, in each case, a redemption notice has already been served

in respect of those shares as described in the immediately preceding paragraph).

Upon conversion of SG Shares into Class A Shares (but not Class B Shares), all

accrued but unpaid dividends on those SG Shares shall be paid.

12.  Conversion of Class C Shares into Class B Shares

Each holder of Class C Shares shall be entitled to require conversion of his

Class C Shares into Class B Shares on a one-for-one basis (subject to normal

adjustments for share sub-divisions and consolidations and other transactions

affecting the Silvestor Holdings share capital). The conversion rights are

exercisable by serving a conversion notice on Silvestor Holdings at any time

during the 28 days ending on the fifth anniversary of the Effective Date and

during the 28 days ending on each subsequent anniversary. In the event that 75

per cent. or more of the Class C Shares have been converted into Class B Shares,

Silvestor Holdings may require conversion of the remaining Class C Shares into

Class B Shares.

13.  Independent Director

Except as set out below or as approved by the board of Silvestor Holdings

including (except in certain circumstances) Glick Approval, there may be a

maximum of seven voting Directors, including the independent Director, and three

non-voting Directors. If the number of voting Directors is increased above

seven, the maximum number of MS Directors shall be increased so that the MS

Directors continue to constitute a majority of the voting Directors. The number

of Glick Directors shall always be half the number of MS Directors (rounded up),

subject to a minimum of two, save that the number of Glick Directors shall not

increase as a result of an increase in the number of MS Directors arising for

the reasons set out in the following paragraph.

If the British Land Shareholder Group exercises its right to appoint a Director

then, for so long as there is such a Director, the MS Shareholder Group will be

entitled to nominate an additional Director. Accordingly, in those circumstances

the maximum number of voting Directors will increase by two (including the

director appointed by British Land Shareholder Group) and the maximum number of

MS Directors will increase by one. If the Glick Shareholder Group has conferred

on any person the right to nominate an additional Director (as permitted in

certain circumstances on a transfer of SG Shares by the Glick Shareholders),

then for so long as such right exists the MS Shareholder Group will be entitled

to nominate an additional Director. Accordingly, in those circumstances the

maximum number of voting Directors will increase by two (including any Director

so nominated) and the maximum number of MS Directors will increase by one.

An ordinary resolution ratifying the appointment to the board of Silvestor

Holdings of the independent Director will be put to the holders of Class B

Shares and Class C Shares at a separate meeting of the holders of Class B Shares

and the Class C Shares to be held on the same day as the first annual general

meeting following his appointment. If the resolution ratifying his appointment

is passed, the independent Director will continue on the board and, for as long

as he remains on the board, a resolution ratifying his appointment will be put

to a separate meeting of the holders of Class B Shares and Class C Shares held

on the same day as each subsequent annual general meeting. If the holders of

Class B Shares and Class C Shares do not ratify the appointment, the independent

Director will be removed. His replacement will be appointed by the board and be

subject to ratification by the holders of Class B Shares and Class C Shares as

described above.

In addition, in relation to the separate meeting of the holders of Class B

Shares and Class C

Shares held to ratify the appointment of the independent Director, the holders

of such shares are entitled from time to time to nominate a person to be the

independent Director, rather than the person nominated by the board or the then

incumbent independent Director. A resolution to appoint a person nominated by

holders of Class B Shares and Class C Shares will be put to the holders of Class

B Shares and Class C Shares if such person obtains a nomination of shareholders

holding not less than 20 per cent. of the aggregate nominal value of the issued

Class B Shares and Class C Shares. That person will be appointed as the

independent Director if the appointment of the person nominated by the board to

be the independent Director is not ratified by the holders of Class B Shares and

Class C Shares and the resolution to appoint the person nominated by the holders

of Class B Shares and Class C Shares is then passed by a majority attending and

validly voting at a meeting of the holders of Class B Shares and Class C Shares.

The board shall appoint the first independent Director as soon as practicable

and in any event within 90 days of adoption of the Articles.

If the office of independent Director is vacant for more than 30 days, then

shareholders holding not less than 20 per cent. of the aggregate nominal value

of the issued Class B Shares and Class C Shares may serve notice on Silvestor

Holdings nominating a person as the independent Director. In that event, the

board is required to convene a meeting of the holders of Class B Shares and

Class C Shares within 60 days of receipt of the notice. At that meeting an

ordinary resolution for the appointment of the person nominated shall be

proposed, save that if, prior to the meeting, the board has appointed an

independent Director then resolutions will be put to the meeting in relation to

the board's appointee and the person nominated by the holders of Class B Shares

and Class C Shares in the manner described above.

APPENDIX IV

Definitions

The following definitions apply throughout this announcement unless the context

requires otherwise:

'1997 Warrants'                       the warrants over Canary Wharf Shares constituted by a warrant

                                      instrument in the form set out in schedule 1 to a warrant

                                      instruments deed made on 18 October 2001 among IPC Advisors Limited,

                                      the Company and the company then known as 'Canary Wharf Group plc'

'1999 Warrants'                       the warrants over Canary Wharf Shares constituted by a warrant

                                      instrument in the form set out in schedule 2 to a warrant

                                      instruments deed made on 18 October 2001 among IPC Advisors Limited,

                                      the Company and the company then known as 'Canary Wharf Group plc'

'Acquisition'                         the acquisition of Canary Wharf by the Silvestor Group through the

                                      cancellation of the issued share capital of the issued share capital

                                      of the Company, other than the Exchange Shares, and the issue to the

                                      Silvestor Group of new shares in the Company in accordance with the

                                      Scheme

'AIM'                                 the Alternative Investment Market of the London Stock Exchange

'AIM Rules'                           the rules governing the operation of AIM as published by the London

                                      Stock Exchange from time to time

'Auction Procedure'                   the auction procedure for resolution of the competing offers for

                                      Canary Wharf, announced by the Panel on 7 April 2004

'British Land'                        The British Land Company PLC

'British Land Group'                  The British Land Company PLC and any of its wholly owned

                                      subsidiaries

'British Land Joint Ventures'         British Land (Joint Ventures) Limited

'British Land Shareholders'           British Land Joint Ventures and any of its permitted successors and

                                      assigns

'British Land Shareholder Group'      all of the British Land Shareholders acting together as a group

'Canary Wharf' or the 'Company'       Canary Wharf Group plc

'Canary Wharf Estate'                 the mixed office and retail development on or adjacent to the two

                                      wharves formerly known as Canary Wharf and the majority of Heron

                                      Quays, London E14, comprising the land and buildings in the

                                      districts known as Canada Square, Jubilee Park and Jubilee Station,

                                      Heron Quays, Cabot Square, Columbus Courtyard, Westferry Circus and

                                      Churchill Place

'Canary Wharf Extraordinary General   the meeting of the members of Canary Wharf to approve the Capital

Meeting'                              Reduction and certain other matters relating to the Scheme and the

                                      Acquisition to be held at 3.40 pm on 27 April 2004 on the 29th

                                      Floor, One Canada Square, Canary Wharf, London E14 5AB (or as soon

                                      thereafter as the Court Meeting shall have concluded or been

                                      adjourned)

'Canary Wharf Group' or the 'Group'   Canary Wharf and its subsidiary undertakings

'Canary Wharf Shareholders'           holders of Canary Wharf Shares

'Canary Wharf Shares'                 ordinary shares of 1 pence each in Canary Wharf

'Canary Wharf Share Schemes'          the Canary Wharf Long Term Incentive Plan, the Canary Wharf Company

                                      Share Option Plan, the Canary Wharf Group plc 1997 Executive Share

                                      Option Plan, the Canary Wharf All Employee Share Plan adopted on 8

                                      November 2000 and the Canary Wharf All Employee Share Plan adopted

                                      on 16 October 2001

'Capital Reduction'                   the proposed reduction of the capital of the Company in connection

                                      with the Scheme

'Class A Shares'                      the class A ordinary shares of 10 pence each in the capital of

                                      Silvestor Holdings, being the shares in Silvestor Holdings held by

                                      MSREF, British Land Joint Ventures, Whitehall 2001 Funds, Morgan

                                      Stanley Real Estate Special Situations Fund II and Princes Gate

                                      Investors

'Class B Shares'                      the class B ordinary shares of 10 pence each in the capital of

                                      Silvestor Holdings

'Class C Shares'                      the class C ordinary shares of 10 pence each in the capital of

                                      Silvestor Holdings

'Class D Dividends'                   dividends accruing to the Class D Share from time to time

'Class D Share'                       the class D share of 10 pence in the capital of Silvestor Holdings

'Class D Shareholder'                 holder of the Class D Share

'Code'                                the City Code on Takeovers and Mergers

'Companies Act'                       the Companies Act 1985 (as amended)

'Consortium'                          the Consortium comprising MSREF, the Glick Entities, British Land

                                      Joint Ventures, Whitehall 2001 Funds, Morgan Stanley Real Estate

                                      Special Situations Fund II and Princes Gate Investors

'Court'                               the High Court of Justice in England and Wales

'Court Meetings'                      the meeting of Canary Wharf Shareholders convened by the order of

                                      the Court to approve the Scheme, to be held at 3.30pm on 27 April

                                      2004 on the 29th Floor, One Canada Square, Canary Wharf, London E14

5AB

'CWGA'                                CWG Acquisition Limited

'Effective Date'                      the date on which the Scheme becomes effective in accordance with

                                      its terms

'Environment'                         consists of all, or any, of the following media, namely, the air,

                                      water and land; and the medium of air includes the air within

                                      buildings and the air within other natural or man-made structures

                                      above or below ground

'Estate'                              the Canary Wharf Estate, together with North Quay, Riverside South

                                      and Heron Quays West

'Exchange Shares'                     such shares in Canary Wharf as Silvestor Holdings and/or Silvestor

                                      shall hold or have contracted to acquire from the Glick Entities,

                                      and which accordingly, shall not be cancelled pursuant to the Scheme

                                      or Capital Reduction

'Form of Election'                    the form of election under which Canary Wharf Shareholders can elect

                                      for varying proportions of cash and shares in Silvestor Holdings

                                      under the Mix and Match Election

'Glick Approval'                      in relation to a decision by the board of Silvestor Holdings on a

                                      particular matter, the affirmative vote of each Glick Director at a

                                      meeting of the board of Silvestor Holdings (or of at least one Glick

                                      Director with no other Glick Director voting against that matter) or

                                      by written consent from each Glick Director (provided that

                                      abstaining from a vote at a meeting of the board of the board of

                                      Silvestor Holdings shall not count as either an affirmative vote or

                                      a vote against a particular matter) and any matter requiring a

                                      decision or the approval of the board of Silvestor Holdings and '

                                      with Glick Approval' shall be construed accordingly

'Glick Directors'                     the Silvestor Holdings Directors designated by the Glick Shareholder

                                      Group

'Glick Entities'                      means GF Investments II, LLC, Louis and Simon Glick New Jersey 1987

                                      Trust, Louis Glick and Seymour Pluchenik New Jersey 1987 Trust and

                                      Chichester Offshore Limited and/or any of their successors and

                                      assigns

'Glick Shareholder Group'             the Glick Entities taken together as a group

'Goldman Sachs'                       The Goldman Sachs Group, Inc and/or its affiliates

'Heron Quays West'                    the development site known as 'Heron Quays West' on or adjacent to

                                      the part of Canary Wharf formerly known as Heron Quays which lies to

                                      the west of the Canary Wharf Estate

'Independent Committee'               the committee of the Directors of Canary Wharf, comprising Sir John

                                      Carter, Sir Martin Jacomb, Christopher Jonas, Michael Price, Gerald

                                      Rothman, Robert Spiers and Andrew Tisch

'Listing Rules'                       the listing rules of the UK Listing Authority (as from time to time

                                      amended)

'London Stock Exchange'               London Stock Exchange plc

'Mix and Match Election'              the facility under which Canary Wharf Shareholders may elect to vary

                                      the proportion in which they receive cash, Class B Shares and Class

                                      C Shares in respect of their holding of Canary Wharf Shares

'Morgan Stanley'                      Morgan Stanley & Co. Limited (except in relation to the paragraph on

                                      Princes Gate Investors in which 'Morgan Stanley' relates to the

                                      Morgan Stanley parent company)

'MSREF'                               the real estate private equity funds managed by MSREF IV

                                      International-G.P., L.L.C., consisting of MSREF IV TE Holding, L.P.,

                                      Morgan Stanley Real Estate Fund IV International-T, L.P., Morgan

                                      Stanley Real Estate Investors IV International, L.P. and Morgan

                                      Stanley Real Estate Fund IV Special International, L.P.

'MS Directors'                        the Silvestor Holdings Directors designated by the MS Shareholder

                                      Group

'MS Shareholder Group'                the MS Funds taken together as a group

'Morgan Stanley Real Estate Special   the real estate private equity funds managed by MSDW Real Estate

Situations Fund II' or 'MSRESS'       Special Situations II Manager, L.L.C., consisting of Morgan Stanley

                                      European Real Estate Special Situations Fund II, L.P., Morgan

                                      Stanley European Real Estate Special Situations Fund II-T, L.P.,

                                      Morgan Stanley European Real Estate Special Situations II Investors,

                                      L.P., Morgan Stanley European Real Estate Special Situations Fund

                                      II-A, C.V., Morgan Stanley European Real Estate Special Situations

                                      Fund II-B, C.V., Morgan Stanley European Real Estate Special

                                      Situations Fund II-C, C.V.

'North Quay'                          the development site known as 'North Quay' which is owned by the

                                      Canary Wharf Group and is located to the north of Canary Wharf

                                      Estate, south of Aspen Way and to the east of the Docklands Light

                                      Railway

'Offer'                               consideration of 292.5 pence per Canary Wharf Share, comprising a

                                      fixed amount of 237.5 pence per share cash and 0.55 of a Class B

                                      Share in Silvestor Holdings (as adjusted in accordance with the Mix

                                      and Match Election)

'Panel'                               The Panel on Takeovers and Mergers

'Princes Gate Investors'              Princes Gate Investors III, L.P., and certain investment accounts

                                      managed by PG Investors III, Inc.

'RBS'                                 The Royal Bank of Scotland Public Limited Company

'Retail Assets'                       comprise (i) a 999 year long leasehold interest at a peppercorn rent

                                      in the retail malls at the Canary Wharf Estate comprising

                                      approximately 499,723 sq ft in 167 units (together with ancillary

                                      storage) and categorised as Cabot Place (RT1), Cabot Hall, One

                                      Canada Square (DS7 Retail), Canada Place (RT2), Waitrose/Sports Club

                                      (DS8), Nash Court (NC), Car Park (PKCS), Jubilee Place (RT3),

                                      Churchill Place (RT4), and (ii) a 999 year long leasehold interest

                                      at a peppercorn rent in the 4 Car parks at the Canary Wharf Estate

                                      comprising 3,213 spaces

'Retail Premises'                     the premises demised by a lease dated 6 June 2000 made between

                                      Canary Wharf Investments Limited, Canary Wharf Limited, Canary Wharf

                                      Investments (Phase I) Limited and Canary Wharf Management Limited

'Revised CWGA Offer'                  the revised unilateral offer for the Company of 275 pence per share

                                      announced by CWGA on 12 February 2004

'Riverside South'                     the development site known as 'Riverside South' which is owned by

                                      the Canary Wharf Group and is located to the west of the Canary

                                      Wharf Estate and which is south of Westferry Circus and west of

                                      Westferry Road

'Rothschild'                          N M Rothschild & Sons Limited

'Scheme'                              the proposed scheme of arrangement under section 425 of the

                                      Companies Act to effect the Acquisition, the full terms of which are

                                      set out in the Scheme Document, as supplemented by the Supplemental

                                      Scheme Document

'Scheme Document'                     the document addressed to (amongst others) Canary Wharf Shareholders

                                      setting out the full terms of the Scheme dated 15 January 2004

'SG Shares'                           means the shares in Silvestor Holdings held by the Glick Entities

'Silvestor '                          Silvestor UK Properties Limited, registered in England and Wales

                                      with registered number 4872110

'Silvestor Group'                     Silvestor Holdings and its subsidiary undertakings from time to time

'Silvestor Holdings'                  Silvestor Holdings plc, registered in England and Wales with

                                      registered number 4914707

'subsidiary undertaking'              a subsidiary undertaking as that term is defined in section 258 of

                                      the Companies Act

'Supplemental AIM Document'           the document to be issued by Silvestor Holdings, in conjunction with

                                      the Supplemental Scheme Document, in connection with the admission

                                      to trading on AIM of the Class B Shares

'Supplemental Scheme Document'        the supplemental scheme of arrangement document to be addressed to

                                      (amongst others) Canary Wharf Shareholders, relating to the revised

                                      terms of the Acquisition by means of a Scheme

'Third Party Announcement'            means an announcement made by a third party, which is not acting in

                                      concert with Silvestor , of an intention to make an offer (whether

                                      or not subject to any pre-conditions) for the entire ordinary share

                                      capital of Canary Wharf (other than those shares owned or contracted

                                      to be acquired by the person making such offer and its Associates),

                                      pursuant to Rule 2.5 of the Code

'Third Party Transaction'             means the offer or proposal referred to in a Third Party

                                      Announcement (as may be amended or revised from time to time)

'UK Listing Authority'                means the UK Listing Authority, being the Financial Services

                                      Authority acting in its capacity as the competent authority for the

                                      purposed of Part VI of the Financial Services and Markets Act 2000

'United States'                       the United States of America, its territories and possessions, any

                                      State of the United States of America and the District of Columbia

                                      and all other areas subject to its jurisdiction

'Warrants'                            the 1997 Warrants and the 1999 Warrants

'Whitehall 2001 Funds'                the Whitehall 2001 Funds include Whitehall Street Global Real Estate

                                      Limited Partnership 2001, Whitehall Parallel Global Real Estate

                                      Limited Partnership 2001, Whitehall Street International Real Estate

                                      Limited Partnership 2001, Whitehall Global Employee Fund 2001, LP,

                                      and Whitehall Street International Employee fund 2001 (Delaware), LP

                                      - investment funds sponsored and managed by The Goldman Sachs Group,

                                      Inc. and /or its affiliates

Press Enquiries

Morgan Stanley                                            Tel: +44 20 7425 5000

(Financial adviser to Silvestor , Silvestor Holdings, MSREF, Morgan

Stanley Real Estate Special Situations Fund II and Princes Gate

Investors)

Mark Warham

Brian Magnus

Rothschild                                                Tel: +44 20 7280 5000

(Financial adviser to Silvestor , Silvestor Holdings and Simon

Glick)

Alex Midgen

Ben Davey

Hoare Govett                                               Tel: +44 20 7678 8000

(Broker to Silvestor and Silvestor Holdings)

Nigel Mills

Ranald McGregor-Smith

Tulchan Communications                                     Tel: +44 20 7353 4200

(Public relations adviser to Silvestor )

Andrew Grant

Katie Macdonald-Smith

Smithfield Financial                                       Tel: +44 20 7360 4900

(Public relations adviser to Simon Glick)

John Antcliffe

Finsbury Limited                                           Tel: +44 20 7251 3801

(Public relations adviser to British Land)

Faeth Birch