Morgan Stanley Securities Limited 17 October 2006 Morgan Stanley Securities Limited 17 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED PLACING OF ORDINARY SHARES Morgan Stanley Securities Limited (the "Manager") announces an accelerated bookbuilt offer of up to 25,300,000 ordinary shares (the "Placing Shares") in Great Portland Estates PLC (the "Company"), representing in aggregate approximately 15.5% of the issued ordinary share capital of the Company (the " Placing"). Subject to demand, price and market conditions, the size of the Placing may be increased at the discretion of the Manager. The proposed seller of the ordinary shares which are subject to the Placing is Garville Limited, acting in its capacity as General Partner of Giraffe Limited Partnership (the "Seller"). The Seller is owned by real estate private equity funds managed by affiliates of Morgan Stanley. If the Placing proceeds, the exact number of Placing Shares and the placing price will be decided at the close of the accelerated bookbuilding period following agreement between the Manager and the Seller, and a further announcement will be made by the Manager at that time. The books for the Placing Shares will open with immediate effect. The results of the Placing are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of the Manager. Dated 17 October 2006 Enquiries: Morgan Stanley Securities Limited Henrik Gobel +44 20 7425 9069 Jonathan Lane +44 20 7425 4303 MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE " PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OF SOLICITATION IS UNLAWFUL. THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE MANAGER OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE MANAGER, OR ANY OF ITS AFFILIATES, OR ANY OTHER PERSON THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THE MANAGER WILL ACT EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE PLACING. IT WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. Morgan Stanley Securities Limited is authorised and regulated by the Financial Services Authority. Its registered address is at 25 Cabot Square, London E14 4QW. This information is provided by RNS The company news service from the London Stock Exchange