OFFER FOR CANARY WHARF group plc

                      OFFER FOR CANARY WHARF group plc

                 MORGAN STANLEY-SPONSORED FUNDS and Simon Glick

                   SWITCH TO AN OFFER AT 295 PENCE PER SHARE

1.   Introduction

Songbird Acquisition Limited ('Songbird') announces the terms of an offer for

Canary Wharf Group plc ('Canary Wharf' or the 'Company') by Songbird, 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') 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) (the 'Offer'). The

Offer will be implemented by means of a takeover offer with an acceptance

condition of 50 per cent. of the fully diluted share capital of Canary Wharf.

Songbird expects that in the absence of a higher offer being announced during

the Auction Procedure, the Independent Committee will recommend Songbird's

Offer.

The Offer supersedes and replaces in its entirety the proposed acquisition of

Canary Wharf by Silvestor UK Properties Limited ('Silvestor') to be effected by

means of the Scheme. The Consortium, which controls both Songbird and Silvestor,

intends to request that Canary Wharf withdraws the Scheme.

It is expected that the Offer Document will be posted on or before 23 April 2004

and that the latest date that the Offer may become or be declared unconditional

as to acceptances will be 21 May 2004.

The terms of the Offer enable all Canary Wharf Shareholders to receive 295 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 Songbird's parent company, Songbird Estates plc ('Songbird Estates').

Under the basic terms of the Offer, a shareholder will be entitled to 238 pence

in cash and 57 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 through 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 consideration otherwise receivable

under the Offer.

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 while the Mix and Match Election remains available, be fully

underwritten by Morgan Stanley Securities Limited, 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 295 pence of

cash per Canary Wharf Share.

The Offer will be made on the terms set out in this announcement and to be set

out in the Offer Document and the accompanying Form of Acceptance and will be

subject to the conditions set out in Appendix I to this announcement.

Songbird is a wholly-owned subsidiary of Songbird Estates, a company whose

shareholders will include MSREF, the Glick Entities, British Land Joint

Ventures, Whitehall 2001 Funds and MSRESS. Songbird and Songbird Estates have

been newly incorporated for the purposes of the Offer.

Morgan Stanley is advising Songbird, Songbird Estates, MSREF and

Morgan Stanley Real Estate Special Situations Fund II in relation to the Offer.

Rothschild is advising Songbird, Songbird Estates and Simon Glick in relation to

the Offer. Goldman Sachs International is advising Whitehall 2001 Funds in

relation to the Offer.

2.   The Offer

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

For each Canary Wharf Share        238 pence in cash and

                                   0.57 of a Class B Share in Songbird Estates

As an alternative, Canary Wharf Shareholders will be entitled to receive 295

pence in cash for each of their Canary Wharf Shares, if 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 otherwise be

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 295 pence per Canary Wharf Share represents a premium of

approximately:

-    87.3 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);

-    63.9 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

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

Share of approximately 252 pence as at 31 December 2003.

Songbird believes that the terms of the Offer 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.

The Canary Wharf Shares will be acquired pursuant to the Offer fully paid and

free from all liens, charges, equitable interests, encumbrances, rights of

pre-emption and any other rights and interests of any nature whatsoever and

together with all rights now and hereafter attaching thereto, including voting

rights and the right to receive and retain in full all dividends and other

distributions (if any) declared, made or paid on or after the date of this

announcement.

The Offer will be made (outside the United States) by Morgan Stanley and

Rothschild on behalf of Songbird and (in the United States) by Songbird.  The

availability of the Class B Shares, Class C Shares and the Mix and Match

Election to Canary Wharf Shareholders who are not resident in the United Kingdom

may be affected by the laws of the jurisdictions in which they are resident.

Your attention is drawn to paragraph 18 below.

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 otherwise be entitled. The

Mix and Match Election will be available for not less than 14 days following the

date on which the Offer is declared unconditional as to acceptances.

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 AIM Document will set out the risk factors that the

directors and proposed directors of Songbird Estates believe Canary Wharf

Shareholders should consider concerning an investment in Class B Shares. The AIM

Document will be sent to Canary Wharf Shareholders (who are permitted to receive

it under the laws of the jurisdiction in which they are resident) with the Offer

Document.

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, whilst the Mix and Match Election remains open, Canary Wharf

Shareholders have four options in relation to each Canary Wharf Share which they

hold:

-    to take the basic entitlement of 238 pence in cash and 0.57 of a Class

B Share; or

-    to elect for 295 pence in cash and no Class B Shares; or

-    to elect to receive 2.95 Class B Shares and no cash; or

-    to elect to receive 2.95 Class C Shares and no cash.

Canary Wharf Shareholders are guaranteed to receive 295 pence per Canary Wharf

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

cash whilst the Mix and Match Election is available. The aggregate maximum

number of Class B and Class C Shares to be made available under the Offer will

not be varied as a result of the Mix and Match Election although it will vary

with the level of acceptances received. Accordingly, Songbird's ability to

satisfy elections for additional Class B or Class C Shares will depend, inter

alia, on countervailing elections for cash being made by other Canary Wharf

Shareholders. Following closure of the Mix and Match Election, accepting Canary

Wharf Shareholders will be entitled to receive only the basic entitlement of 238

pence in cash and 0.57 of a Class B Share per Canary Wharf Share.

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

Document.

4.   Class B Shares and Class C Shares

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

Estates provide the opportunity for investors to benefit from the business

strategy of the Songbird 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.

Assuming that the Offer results in the acquisition of the entire issued share

capital of Canary Wharf, the Class B Shares and the Class C Shares will

represent, in aggregate, approximately 31.9 per cent. of the issued share

capital of Songbird Estates, of which the Class C Shares may represent up to a

maximum of 8.4 per cent. depending on the amount, if any, issued. Summary

information on the share capital of Songbird Estates 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 Offer Document and the AIM Document.

Class B Shares

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

Shareholders will receive 0.57 of a Class B Share in Songbird Estates. As the

Class B Shares are expected to be formally valued at not less than 100 pence per

share in the Offer Document, each 0.57 of a Class B Share represents 57 pence of

consideration.

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

respect of their holdings of Canary Wharf Shares through the Mix and Match

Election as 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 Songbird Estates, including as regards rights to dividends and returns

of capital.

The Offer is conditional on the Class B Shares being admitted to trading on AIM.

Class C Shares

The Offer will also provide Canary Wharf Shareholders with the opportunity to

elect to receive Class C Shares in Songbird Estates in lieu of consideration

otherwise receivable under the Offer.

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 Offer.

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 two 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 three years after the Offer becomes or is declared unconditional in

all respects. Songbird Estates 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 accept the Offer

The Songbird Group has contracted to acquire all of the Canary Wharf Shares in

which the Glick Entities are interested. The Glick Entities 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.

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 given an irrevocable undertaking to accept the

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

of Canary Wharf Shares. The undertaking to accept the offer ceases to be binding

if a higher offer is announced which remains a higher offer at the conclusion of

the Auction Procedure.

Accordingly, the Songbird Group has received irrevocable undertakings, or has

contracted to acquire, 98,292,663 Canary Wharf Shares, representing

approximately 16.8 per cent. of the existing issued share capital of the

Company.

6.   Background to and reasons for the Offer

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 the Scheme.

Following an offer by CWGA and an increase in 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 has not been

recommended by the Independent Committee.

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

terms of a recommended offer for the Company of 292 pence per Canary Wharf

Share, to be effected by means of the Scheme.

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 been established in accordance with Rule 32.5 of the

Code and provides that neither of the existing bidders may increase its offer

after 16 April 2004.

On 14 April 2004, Silvestor announced a revision to the terms of its offer by

way of an increase from 292 pence to 292.5 pence per Canary Wharf Share, to be

effected by means of the Scheme. On 14 April 2004, CWGA announced a change to

its offer by introducing a loan note alternative.

On 15 April 2004, Silvestor announced an improvement in the terms of its offer

by revising the rights attaching to the Class C Shares to be offered to

Shareholders under the Mix and Match Election. On 15 April 2004, CWGA announced

a change to its offer in the form of an increase in shares available under one

of the additional share facility.

Songbird's Offer is being announced in accordance with the Auction Procedure.

The Offer supersedes and replaces in its entirety the proposed acquisition of

Canary Wharf by Silvestor to be effected by means of the Scheme.

Songbird expects that, in the absence of a higher offer having been announced by

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

Songbird's Offer. The Consortium, which controls both Songbird and Silvestor,

intends to request that Canary Wharf withdraws the Scheme.

The Offer 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 Songbird Estates alongside private

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

Alternatively, the full underwriting of the share consideration allows Canary

Wharf Shareholders, who so elect under the Mix and Match Election, to receive

295 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 Songbird and Songbird Estates

Songbird Estates is a company newly incorporated in England.  Songbird, a

company newly incorporated in England, is a wholly-owned subsidiary of Songbird

Estates. Neither Songbird Estates nor Songbird has traded prior to the date of

this announcement.

Assuming that the Offer results in the acquisition of the entire existing issued

share capital of Canary Wharf, the approximate equity ownership of Songbird

Estates is expected to be as follows:

Shareholder                      Class of Share              Approximate         Approximate

                                                           Percentage of       Percentage of

                                                        Songbird Estates    Songbird Estates

                                                           Share Capital       Voting Rights

Canary Wharf Shareholders        Class B/C Shares                  31.9%                5.5%

Glick Entities                   SG Shares                         28.0%               38.9%

MSREF                            Class A Shares                    22.7%               31.5%

British Land Joint Ventures      Class A Shares                    14.1%               19.5%

Whitehall 2001 Funds             Class A Shares                     2.1%                2.9%

MSRESS                           Class A Shares                     1.1%                1.6%

TOTAL                                                               100%                100%

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

exercise of options or Warrants and assuming 100 per cent. acceptances in

respect of existing issued shares (other than share held by the Glick Entities).

To the extent that acceptances are fewer than this, the number of Class B Shares

to be issued will be scaled back in proportion.

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

Wharf Shareholders under the terms of the Offer. 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 on the

assumption that Songbird acquires the entire existing issued share capital of

Canary Wharf.

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

the Offer 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 Songbird Estates 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 and in Appendix III.

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 date on which the Offer becomes or is declared unconditional in all

respects, any outstanding SG Shares will automatically convert into Class A

Shares if not redeemed.

Songbird Estates intends to enter into an asset management agreement with Canary

Wharf under which an asset management fee will be charged to Canary Wharf in

respect of asset management and other services provided by Songbird Estates.

Such a fee would be benefit of all shareholders in Songbird Estates including

holders of the Class B and Class C Shares.

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 Songbird Estates will be contained in the Offer Document

and in the AIM Document.

The directors of both Songbird and Songbird Estates 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 14 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.

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, MSRESS, Princes Gate Investors and

Simon Glick to regulate the conduct of the Consortium's offer (the 'Conduct of

Offer Agreement'). 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 support the Offer and vote against

resolutions put to any general meeting of Canary Wharf Shareholders in

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

at 3:00pm on the day immediately prior to any closing date of a competing offer

or (where it is an offer by way of a scheme) at the time 24 hours before the

latest time for delivery of proxies in relation to any meeting of Canary Wharf

Shareholders relating to such competing offer, the maximum amount of cash which

can be paid under the terms of the Offer in respect of a Canary Wharf Share is

less than the maximum amount of cash which can be paid under the terms of the

competing offer in respect of a Canary Wharf Share; or (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 Offer lapses, is closed for acceptances

or is withdrawn in circumstances where the Offer has not become or been declared

unconditional in all respects.

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

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

85,004,663 Canary Wharf Shares, representing approximately 14.5 per cent. of the

issued share capital of the Company, into SG Shares in Songbird Estates.

Completion of this roll-over is conditional upon the Offer becoming or being

declared unconditional in all respects and it will not be completed prior to

such time. The actual timing of completion of the roll-over will be determined

having regard to the requirements of the Panel and US securities laws. The

Canary Wharf Shares of the Glick Entities will count towards the acceptance

condition only with the consent of the Panel.

11.  Arrangements with the British Land Group

British Land and Songbird Estates 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

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

£326.5 million. Songbird Estates 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 Offer has

become or has been declared unconditional in all respects.

If the joint venture arrangements described above are completed, Songbird

Estates expects that the first 125,000,000 Class A Shares subscribed by British

Land Joint Ventures (or any lesser number subscribed by British Land Joint

Ventures in connection with the Offer) will be converted into a new class of

ordinary shares in Songbird Estates 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 Songbird Estates 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 Offer will be provided from a combination of equity subscriptions from

members of the Consortium and debt financing provided by RBS (which is capable

of being syndicated to a group of lenders including Citigroup, Goldman Sachs, JP

Morgan Chase and Morgan Stanley). To the extent that Canary Wharf Shareholders

make valid elections under the Mix and Match Election to receive cash in lieu of

the Class B Shares to which they would have otherwise been entitled under the

basic offer and such elections are not satisfied by countervailing elections for

Class B Shares and/or Class C Shares, any additional cash consideration payable

will be financed by way of underwriting arrangements entered into between

Songbird Estates and Morgan Stanley Securities Limited.

Morgan Stanley and Rothschild are satisfied that the necessary financial

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

Offer 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

Upon the Offer becoming or being declared unconditional in all respects,

Songbird 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 Songbird. It is also

intended that certain members of 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

Assuming that it becomes or is declared unconditional in all respects, the Offer

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 Offer 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 Offer is not conditional upon

acceptance of the offer in respect of the Warrants.

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 Offer and thereafter the Offer 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, 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.  Compulsory acquisition, delisting and re-registration

If Songbird receives sufficient acceptances under the Offer and the Offer

becomes or is declared unconditional in all respects, Songbird intends to

exercise its right pursuant to the provisions of sections 428 to 430F

(inclusive) of the Companies Act to acquire compulsorily the remaining Canary

Wharf Shares to which the Offer relates.

If the Offer becomes or is declared unconditional in all respects, Songbird

intends to procure the making of an application by Canary Wharf to the UK

Listing Authority for the cancellation of the listing of the Canary Wharf

Shares. It is anticipated that cancellation of listing and cessation of trading

on the London Stock Exchange will take effect no earlier than 20 business days

after the Offer becomes or is declared unconditional in all respects. Delisting

would significantly reduce the liquidity and marketability of any Canary Wharf

Shares not assented to the Offer.

Subject to sufficient Canary Wharf Shares having been acquired by Songbird

(whether pursuant to acceptances of the Offer or otherwise), it is also proposed

that, following the Offer becoming or being declared unconditional in all

respects and after the Canary Wharf Shares are delisted, Canary Wharf will be

re-registered as a private company under the relevant provisions of the

Companies Act. Following such re-registration as a private limited company, it

is contemplated that Canary Wharf and certain of its subsidiaries shall give

certain financial assistance pursuant to Songbird's debt facilities using the

procedures set out in sections 155 to 158 (inclusive) of the Companies Act.

17.  Taxation

Further information on the tax consequences of the Offer for Canary Wharf

Shareholders will be contained in the Offer Document. 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 Offer will be made on the terms and subject to the conditions set out in

this announcement and in Appendix I, and to be set out in the Offer Document and

the accompanying Form of Acceptance. Save as described below, the Offer

Document, the Form of Acceptance and the AIM Document will be despatched to

Canary Wharf Shareholders who are able to receive them and, for information

only, to holders of options granted under the Canary Wharf Share Schemes and to

the holder of the Warrants, on or before 23 April 2004. Canary Wharf

Shareholders are advised to read the Offer Document, Form of Acceptance and the

AIM Document (if they are permitted to receive them) when distributed to them

because they will contain important information.

The Offer and acceptances thereof will be governed by English law. The Offer

will be subject to all applicable requirements of the Code, the Panel, the

London Stock Exchange, the UK Listing Authority and the United States Securities

and Exchange Commission.

As at the close of business on 15 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 15 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 15 April 2004, Rothschild did not beneficially own or

hold any Canary Wharf Shares on behalf of clients.

The availability of the Offer 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 Offer Document.

The Offer in the United States will be made solely by Songbird.  Neither Morgan

Stanley nor Rothschild, nor any of their affiliates, will be making the Offer in

the United States.

The Class B Shares and the Class C Shares have not been and will not be

registered under the US Securities Act or the securities laws of any state in

the United States, or under applicable securities laws of Canada, Australia or

Japan. Accordingly, the Class B Shares and the Class C Shares may not be

offered, sold or delivered, directly or indirectly, in or into the United

States, Canada, Australia or Japan, except pursuant to exemptions from

applicable requirements of such jurisdictions., and persons in the United States

will not receive any Class B Shares or Class C Shares except pursuant to any

such exemption.

In accordance with normal United Kingdom market practice and subject to

applicable regulatory requirements, Songbird or its nominees or its brokers

(acting as agents) may from time to time make certain purchases of, or

arrangements to purchase, Canary Wharf Shares outside the United States, other

than pursuant to the Offer, before or during the period in which the Offer

remains open for acceptance. These purchases may occur either in the open market

at prevailing prices or in private transactions at negotiated prices.  Any

information about such purchases will be disclosed as required in the United

Kingdom and under any other applicable requirement (including applicable US

securities laws).

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

Press Enquiries

Morgan Stanley                                                            Tel: +44 20 7425 5000

(Financial adviser to Songbird, Songbird Estates, MSREF and Morgan

Stanley Real Estate Special Situations Fund II)

Mark Warham

Brian Magnus

Rothschild                                                                Tel: +44 20 7280 5000

(Financial adviser to Songbird, Songbird Estates and Simon Glick)

Alex Midgen

Ben Davey

Hoare Govett                                                              Tel: +44 20 7678 8000

(Broker to Songbird and Songbird Estates)

Nigel Mills

Ranald McGregor-Smith

Tulchan Communications                                                    Tel: +44 20 7353 4200

(Public relations adviser to Songbird)

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

Morgan Stanley is acting for Songbird, Songbird Estates, MSREF and Morgan

Stanley Real Estate Special Situations Fund II and no one else in connection

with the Offer and will not be responsible to anyone other than Songbird,

Songbird Estates, MSREF and Morgan Stanley Real Estate Special Situations Fund

II for providing the protections afforded to clients of Morgan Stanley nor for

providing advice in connection with the Offer.

Rothschild is acting for Songbird, Songbird Estates and Simon Glick and no one

else in connection with the Offer and will not be responsible to anyone other

than Songbird, Songbird Estates and Simon Glick for providing the protections

afforded to clients of Rothschild nor for providing advice in connection with

the Offer.

Goldman Sachs International is acting for Whitehall 2001 Funds and no one else

in connection with the Offer and will not be responsible to anyone other than

Whitehall 2001 Funds for providing the protections afforded to clients of

Goldman Sachs International nor for providing advice in connection with the

Offer.

Hoare Govett Limited is acting for Songbird and Songbird Estates and no one else

in connection with the Offer and will not be responsible to anyone other than

Songbird and Songbird Estates for providing the protections afforded to clients

of Hoare Govett Limited nor for providing advice in connection with the Offer.

The release, publication or distribution of this announcement in certain

jurisdictions may be restricted by law and therefore persons in any such

jurisdictions into which this announcement is released, published or distributed

should inform themselves about, and observe such restrictions. This announcement

is not for release, distribution or publication in or into the United States,

Australia or Japan or any other jurisdiction where it would be unlawful to do

so.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN

OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR

APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER

OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN

CONTRAVENTION OF APPLICABLE LAW.

This announcement is not an offer of securities for sale in the United States or

any other jurisdiction, and securities may not be offered or sold in the United

States absent registration under the Securities Act of 1933 or an exemption from

registration. Any public offering of securities to be made in the United States

will be made by means of a prospectus that will contain detailed information

about the Company and management, as well as financial statements.

The Offer in the United States will be made solely by Songbird.  Neither Morgan

Stanley nor Rothschild, nor any of their affiliates, will be making the Offer in

the United States.

The Class B Shares and the Class C Shares have not been and will not be

registered under the US Securities Act or the securities laws of any state in

the United States, or under applicable securities laws of Canada, Australia or

Japan.  Accordingly, the Class B Shares and the Class C Shares may not be

offered, sold or delivered, directly or indirectly, in or into the United

States, Canada, Australia or Japan, except pursuant to exemptions from

applicable requirements of such jurisdictions, and persons in the United Stataes

will not receive any Class B Shares or Class C Shares except pursuant to any

such exemption.

The Offer Document, the Form of Acceptance and the AIM Document contain

important information and will be made available to those Canary Wharf

Shareholders who are able to receive them, as a result of the laws of the

jurisdictions in which they are resident.  Canary Wharf Shareholders are advised

to read the Offer Document, Form of Acceptance and the AIM Document (if they are

permitted to receive them) when they are sent to them.

The availability of the Offer to Canary Wharf Shareholders who are not resident

in the United Kingdom may be affected by the laws of the relevant jurisdictions.

Canary Wharf Shareholders who are not resident in the United Kingdom should

inform themselves about and observe any applicable requirements.

In accordance with normal United Kingdom market practice and subject to

applicable regulatory requirements, Songbird or its nominees or its brokers

(acting as agents) may from time to time make certain purchases of, or

arrangements to purchase, Canary Wharf Shares outside the United States, other

than pursuant to the Offer, before or during the period in which the Offer

remains open for acceptance.  These purchases may occur either in the open

market at prevailing prices or in private transactions at negotiated prices.

Any information about such purchases will be disclosed as required in the United

Kingdom and under applicable regulatory requirements (including applicable US

securities laws).

Cautionary Statement Regarding Forward Looking Statements: This announcement

contains statements about the Company, Songbird, Songbird Estates and members of

the Consortium that are or may be forward looking statements.  All statements

other than statements of historical facts included in this announcement may be

forward looking statements.  Any statements preceded or followed by or that

include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends',

'will', 'may', 'anticipates' or similar expressions or the negative thereof are

forward-looking statements.  Forward-looking statements include statements

relating to the following (i) future capital expenditures, expenses, revenues,

economic performance, financial condition, dividend policy, losses and future

prospects; (ii) business and management strategies and the expansion and growth

of the Company's or Songbird Estates' or Songbird's operations; and (iii) the

effects of government regulation on the Company's or Songbird Estates' or

Songbird's business.

These forward-looking statements involve known and unknown risks, uncertainties

and other factors which may cause the actual results, performance or

achievements of any such person, or industry results, to be materially different

from any results, performance or achievements expressed or implied by such

forward-looking statements.  These forward-looking statements are based on

numerous assumptions regarding the present and future business strategies of

such persons and the environment in which each will operate in the future.  All

subsequent oral or written forward-looking statements attributable to the

Company, Songbird, Songbird Estates, the Consortium or any of its members or any

persons acting on their behalf are expressly qualified in their entirety by the

Cautionary Statement above.

MORE TO FOLLOW

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer will be made, outside the United States, by Morgan Stanley and

Rothschild on behalf of Songbird and, in the United States, and, subject to the

receipt of any necessary exemptive relief from Canadian securities regulators,

in Canada by Songbird.

The Offer will comply with the rules and regulations of the Financial Services

Authority and the London Stock Exchange and with the Code and (except to the

extent that exemptive relief has been or is granted by the SEC) with US federal

securities law.

Part A:     Conditions of the Offer

1.   The Offer will be subject to the following conditions:

a.   valid acceptances being received (and not, where permitted,

withdrawn) by not later than 1.00 p.m. (London time) and 8.00 a.m. (New York

time) on the day following the twentieth US Business Day from (and including)

the date of the Offer Document (or such later time(s) and/or date(s) as Songbird

may, with the consent of the Panel or in accordance with the Code and the

Exchange Act, decide) in respect of Canary Wharf Shares to which the Offer

relates which, when aggregated with any Canary Wharf Shares held by Songbird and

/or, with the consent of the Panel, Songbird Estates and any further Canary

Wharf Shares which Songbird and/or, with the consent of the Panel, Songbird

Estates has contracted to acquire, together amount to more than 50 per cent. (or

such lower percentage as Songbird may decide) in nominal value of the aggregate

of the total number of Canary Wharf Shares and the maximum number of further

ordinary shares of one pence each in the capital of Canary Wharf capable of

being allotted and/or issued pursuant to the Canary Wharf Share Schemes and the

Warrants, provided that this condition shall not be satisfied unless Songbird

and/or, with the consent of the Panel, Songbird Estates together shall have

acquired or agreed to acquire (whether pursuant to the Offer or otherwise)

Canary Wharf Shares carrying in aggregate more than 50 per cent. of the voting

rights then normally exercisable at a general meeting of Canary Wharf, including

for this purpose any such voting rights attaching to Canary Wharf Shares that

are unconditionally allotted or issued before the Offer becomes or is declared

unconditional as to acceptances, whether pursuant to the exercise of any

outstanding subscription or conversion rights or otherwise and for this purpose:

(i)  Canary Wharf Shares which have been unconditionally allotted

shall be deemed to carry the voting rights which they will carry upon issue;

(ii) the expression 'Canary Wharf Shares to which the Offer relates'

shall be construed in accordance with sections 428 to 430F of the Companies Act;

and

(iii) valid acceptances shall be deemed to have been received in

respect of Canary Wharf Shares which are treated for the purposes of section 429

(8) of the Companies Act as having been acquired or contracted to be acquired by

Songbird by virtue of acceptances of the Offer;

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

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

Alternative Investment Market, subject only to allotment of such shares and/or

the Offer becoming or being declared unconditional in all respects.

c.   all necessary filings or applications having been made in

connection with the Offer 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 Offer, the acquisition by any member of the

Songbird Group of the Exchange Shares and the acquisition by Songbird and

Songbird Estates 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 Offer (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 Songbird Group or the

ability of Songbird to implement the Offer) in terms and in a form reasonably

satisfactory to Songbird 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 Songbird Group in connection

with the financing of the Offer 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;

d.   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 Songbird 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 Songbird 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 Songbird

Group in connection with the financing of the Offer;

(v)  make the Offer or the implementation of the Offer or the

acquisition by any member of the Songbird 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 Songbird 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 Offer or the acquisition or proposed acquisition

of any Canary Wharf Shares having expired, lapsed or been terminated;

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 Offer 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 Songbird Group in connection with the financing of the Offer:

(vii)  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;

(viii) 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;

(ix)   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;

(x)    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;

(xi)   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;

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

or prospects being prejudiced or adversely affected; or

(xiii) 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 Songbird Group in connection with the financing of the Offer;

(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 Songbird 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 Songbird Group in connection with the financing of the

Offer;

(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

Songbird 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, Songbird 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 Songbird Group in connection with the

financing of the Offer;

(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 Songbird Group in connection with the

financing of the Offer;

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

Offer), 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 Songbird Group in connection with the financing of the

Offer;

(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 Songbird Group in connection with the

financing of the Offer;

(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 Offer) 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 Songbird Group in connection

with the financing of the Offer; 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 Songbird Group in connection with the financing of the Offer;

(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).

2.   Songbird reserves the right to waive the conditions in paragraphs 1c.

to 1g. above (both inclusive) in whole or in part, for the purposes of the

Offer. The condition in paragraph 1a. cannot be waived and the condition in

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

3.   If Songbird is required by the Panel to make an offer for Canary Wharf

Shares under the provisions of Rule 9 of the Code, then Songbird may make such

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

provisions of that Rule.

4.   The Offer will be governed by English law and be subject to the

jurisdiction of the English courts, to the conditions set out above and below

and in the Offer Document and the Form of Acceptance.

5.   The Offer will be on the terms and will be subject, inter alia, to the

conditions which are set out in this announcement and those terms which will be

set out in the Offer Document and Form of Acceptance and such further terms as

may be required to comply with the rules and regulations of the Code, the Panel,

the London Stock Exchange, the UK Listing Authority and US federal securities

laws (except to the extent of any exemptive relief granted by the US Securities

and Exchange Commission).  The Offer and any acceptances thereunder will be

governed by English law.

6.   The availability of the Offer, the Class B and Class C Shares and the

Mix and Match Election to persons not resident in the United Kingdom may be

affected by the laws of the relevant jurisdictions. Persons who are not resident

in the United Kingdom should inform themselves about and observe any applicable

requirements.

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 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 Offer since it enables a

comparison to be made between the terms of the Offer 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 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 Songbird Estates to be adopted by special

resolution prior to the date on which the Offer becomes or is declared

unconditional in all respects (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 Songbird Estates 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 Songbird Estates.

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

Songbird Estates 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 (or shorter period in the first year if the Class D Share is

issued after 1 July 2004) ending on 30 June in the five year period beginning on

1 July 2004 as follows:

(a)  in respect of the first year (or part) 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

(b)  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 Songbird  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 Songbird  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 Songbird 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 Songbird Estates and the British Land Group,

Songbird 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 Offer 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 Songbird Estates

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

Estates 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

Songbird Estates 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 connection with the Offer 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) Songbird Estates 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 Songbird Estates, 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 Songbird Estates' financing

documents or (in the case of payment) if Songbird Estates 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 Songbird Estates

On (i) a liquidation, dissolution or winding-up of Songbird Estates, (ii) the

consolidation of Songbird Estates with, or the merger of Songbird Estates into,

any other person (other than certain transactions), or (iii) the sale of the

entire issued share capital of Songbird Estates 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 Songbird Estates available for distribution or, as appropriate, the

consideration payable to the shareholders in respect of the transaction, shall

be distributed as follows:

(c)    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;

(d)    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;

(e)    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

(f)     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;

(g)    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

(h)    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 second anniversary of the date on which the Offer

becomes or is declared unconditional in all respects.

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 date on which the Offer becomes wholly

unconditional will accrue dividend entitlements as if they had been issued at

that 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.

Songbird Estates 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, Songbird Estates 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.

Songbird Estates 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

Songbird Estates 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

Songbird Estates without having to offer any of those shares to the holders of

shares on a pre-emptive basis. If Songbird Estates 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.

Songbird Estates 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 Songbird Estates. 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 Songbird Estates (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

Songbird Estates 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 Songbird Estates to redeem some or

all of the SG Shares held by that shareholder by serving notice on Songbird

Estates at any time (1) during the 90-day period following the sixth anniversary

of the date on which the SG Shares were issued by Songbird Estates for the first

time, or (2) in certain circumstances during the 30-day period following the

date on which Songbird Estates 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 Songbird Estates on redemption of an SG Share is equal to the

amount which would be payable on an SG Share on a liquidation of Songbird

Estates as described in paragraph 4 above. If Songbird Estates fails to redeem

any SG Shares on the date set for redemption then, amongst other things,

Songbird Estates will be obliged to commence an orderly process for the

marketing and disposal of certain assets sufficient to enable Songbird Estates

to make the redemption payment.

A holder of SG Shares may require Songbird Estates 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 Songbird Estates 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 Songbird Estates

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 Songbird Estates share capital). The conversion rights are

exercisable by serving a conversion notice on Songbird Estates at any time

during the 28 days ending on the third anniversary of the date on which he Offer

becomes or is declared unconditional in all respects 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, Songbird Estates 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 Songbird Estates

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 the 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 Songbird

Estates 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 Songbird

Estates 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'

'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

'AIM Document'                        the document to be issued by Songbird Estates, in conjunction with

                                      the Offer Document, in connection with the admission to trading on

                                      AIM of the Class B Shares

'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 Group' or the 'Group'   Canary Wharf and its subsidiary undertakings

'Canary Wharf Shareholders'           holders of Canary Wharf Shares

'Canary Wharf Shares'                 the exsiting unconditionally allotted or issued and fully paid

                                      ordinary shares on one pence each in the capital of Canary Wharf and

                                      any further such shares which are unconditionally allotted or issued

                                      (including pursuant to the exercise of the Warrants or the exercise

                                      of options or the vesting of awards granted prior to the date hereof

                                      under the Canary Wharf Share Schemes) before the date on which the

                                      Offer closes (or such earlier date, not being earlier that the date

                                      on which the Offer becomes or is declared unconditional as to

                                      acceptances or, if later, the first closing date of the Offer, as

                                      Songbird may, subject to the City Code and the Exchange Act, decide)

'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

'Class A Shares'                      the class A ordinary shares of 10 pence each in the capital of

                                      Songbird Estates, being the shares in Songbird Estates held by

                                      MSREF, British Land Joint Ventures, Whitehall 2001 Funds and Morgan

                                      Stanley Real Estate Special Situations Fund II

'Class B Shares'                      the class B ordinary shares of 10 pence each in the capital of

                                      Songbird Estates

'Class C Shares'                      the class C ordinary shares of 10 pence each in the capital of

                                      Songbird Estates

'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 Songbird Estates

'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 and Morgan Stanley Real Estate

                                      Special Situations Fund II

'CWGA'                                CWG Acquisition Limited

'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 Act'                        the United States Securities Exchange Act of 1934 (as amended)

'Exchange Shares'                     such shares in Canary Wharf as Songbird Estates and/or Songbird

                                      shall hold or have contracted to acquire from the Glick Entities

'Form of Acceptance'                  the form of acceptance and authority to be issued in connection with

                                      the Offer and which will accompany the Offer Document

'Glick Approval'                      in relation to a decision by the board of Songbird Estates on a

                                      particular matter, the affirmative vote of each Glick Director at a

                                      meeting of the board of Songbird Estates (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

                                      Songbird Estates 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 Songbird Estates 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

'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.

'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 Songbird Estates Directors designated by the MS Shareholder

                                      Group

'MS Shareholder Group' or 'MS Funds'  the MS Funds taken together as a group

'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 295 pence per Canary Wharf Share, comprising a

                                      fixed amount of 238 pence per share cash and 0.57 of a Class B Share

                                      in Songbird Estates (as adjusted in accordance with the Mix and

                                      Match Election)

'Offer Document'                      means the document addressed to (amongst others) Canary Wharf

                                      Shareholders setting out the full terms and conditions of the Offer

'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.

'Property Sale Agreements'             means (i) an agreement relating to the sale and purchase of certain

                                      leasehold property at 25 Canada Square (DS5), Canary Wharf, London

                                      dated 5 Deccember 2003 made among Canary Wharf Limited, Canary Wharf

                                      Holdings Limited, R.B. Bishopsgate Investments Limited and RBS and

                                      (ii) an agreement relating to the sale and purchase of certain

                                      leasehold property at 5 Canada Square (DS1), Canary Wharf, London

                                      dated 5 December 2003 made among Canary Wharf Limited, Canary Wharf

                                      Holdings Limited, R.B. Drummond Investments Limited and RBS (in each

                                      case, in the form and on the terms of that agreement as at the time

                                      of its execution by the parties and excluding any subsequent

                                      amendment, supplement, modification or variation thereof or thereto)

'RBS'                                 The Royal Bank of Scotland plc

'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

'Revised CWGA Offer'                  the revised unilateral offer for the Company of 275 pence per share

                                      announced by CWGA on 12 February 2004

'Rothschild'                          N M Rothschild & Sons Limited

'Scheme'                              the scheme of arrangement under section 425 of the Companies Act to

                                      effect the acquisition of Canary Wharf by Silvestor

'SEC'                                 the United States Securities and Exchange Commission

'Securities Act'                      the United States Securities Act 1933 (as amended)

'SG Shares'                           means the shares in Songbird Estates held by the Glick Entities

'Silvestor '                          Silvestor UK Properties Limited, registered in England and Wales

                                      with registered number 4872110

'Songbird'                            Songbird Acquisition Limited, registered in England and Wales with

                                      registered number 05075686

'Songbird Group'                      Songbird Estates and its subsidiary undertakings from time to time

'Songbird Estates'                    Songbird Estates plc, registered in England and Wales with

                                      registered number 05043352

'subsidiary undertaking'              a subsidiary undertaking as that term is defined in section 258 of

                                      the Companies Act

'Third Party Announcement'            means an announcement made by a third party, which is not acting in

                                      concert with Songbird, 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

'US Business Day'                     any day, other than Saturday, Sunday or a federal holiday in the

                                      United States, and consisting of the time period from 12.01 a.m.

                                      through 12.00 midnight eastern (US) time

'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