LONDON & ASSOCIATED PROPERTIES PLC — Proxy Solicitation & Information Statement 2012

Jun 19, 2012

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares you should deliver this document, with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the buyer or transferee. If you sell or transfer or have sold or transferred only part of your holding in Ordinary Shares you should retain this document and consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

This document should be read in conjunction with the accompanying Form of Proxy and the definitions set out on page 4 of this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of London & Associated Properties PLC which is set out in Part 1 of this document and which contains the unanimous recommendation of the Directors to Shareholders to vote in favour of the Resolution to be proposed at the General Meeting referred to below.

London & Associated Properties PLC

(Incorporated and registered in England and Wales with registered number 341829)

Proposed transfer of listing category on the Official List from Premium to Standard

and

Notice of General Meeting

The General Meeting to consider the Resolution will be held at 24 Bruton Place, London W1J 6NE on 4 July 2012 at 11.00 a.m. The notice convening the General Meeting, is set out on pages 9 to 10 at the end of this document.

The action to be taken in respect of the General Meeting is set out in the letter from the Chairman of London & Associated Properties PLC contained in Part 1 of this document. Whether or not you intend to be present at the meeting, it is important that you complete, sign and return the Form of Proxy in accordance with the instructions printed thereon to the Company's registrars at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but, in any event, so as to arrive no later than 11.00 a.m. on 2 July 2012. Alternatively you may submit your proxy online at www.capitashareportal.com. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you wish to do so.

If you have any questions about this document or the General Meeting, or are in any doubt as to how to complete the Form of Proxy, please call Capita Registrars' helpline on 0871 664 0300 (calls cost 10 pence per minute plus network extras). Lines are open Monday to Friday between 8.30 a.m. and 5.30 p.m. (from outside the UK: +44(0) 20 8639 3399). Please note that calls may be monitored or recorded and the representatives cannot provide financial advice or advice on the merits of the Resolution.

CONTENTS

	Page
Expected timetable of principal events	3
Definitions	4
Part 1: Letter from the Chairman	5
Part 2: A summary of the differences between Standard and Premium categories of listing	8
Notice of General Meeting	9

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 2 July 2012
General Meeting	11.00 a.m. on 4 July 2012
Expected date upon which the transfer of listing to standard listing will become effective	2 August 2012

DEFINITIONS

"Board"	the board of directors of the Company
"Company"	London & Associated Properties PLC, a public limited company incorporated in England and Wales with registered number 341829
"CREST"	the computerised settlement system operated by Euroclear UK & Ireland Limited to facilitate the transfer of title to shares in uncertificated form and the Relevant System (as defined in the CREST Regulations) in respect of which CREST is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001
"Directors"	the existing directors of the Company whose names are set out on page 5 of this document
"Disclosure and Transparency Rules"	the disclosure and transparency rules made by the FSA under Part VI of FSMA
"EU"	the European Union
"Form of Proxy"	the form of proxy accompanying this document for use at the General Meeting
"FSA"	the Financial Services Authority
"FSMA"	the Financial Services and Markets Act 2000
"General Meeting"	the general meeting of the Company convened for 11.00 a.m. on 4 July 2012 at 24 Bruton Place, London W1J 6NE by the Notice of General Meeting
"Listing Rules"	the listing rules made by the FSA under Part VI of FSMA
"London Stock Exchange"	London Stock Exchange plc
"Model Code"	the model code on directors' dealings in securities, as set out in the Appendix to Chapter 9 of the Listing Rules
"Notice of General Meeting"	the notice of General Meeting set out at the end of this document
"Official List"	the Official List of the FSA
"Ordinary Shares"	ordinary shares of 10 pence each in the share capital of the Company
"Proposed Transfer"	the proposed transfer of the Ordinary Shares out of the category of "premium listing (commercial company)" on the Official List and into the category of "standard listing (shares)" on the Official List
"Prospectus Rules"	the prospectus rules made by the FSA under Part VI of FSMA
"Registrar"	Capita Registrars Limited
"Resolution"	the resolution set out in the Notice of General Meeting
"Shareholder"	a holder of Ordinary Shares
"UK Corporate Governance Code"	the UK Corporate Governance Code published by the Financial Reporting Council, in force from time to time

PART 1

LETTER FROM THE CHAIRMAN

London & Associated Properties PLC

(Incorporated and registered in England and Wales under number 341829)

Michael A Heller (Chairman) 24 Bruton Place John A Heller (Chief Executive) London Robert J Corry (Finance Director) W1J 6NE Howard D Goldring (Non-executive Director) Clive A Parritt (Non-Executive Director)

Directors: Registered office:

19 June 2012

To the Shareholders and, for information only, to the holders of options

Dear Shareholder

Proposed transfer of listing category on the Official List from premium to standard and Notice of General Meeting

1. Background to and reasons for the Proposed Transfer

The Board is seeking authority to transfer the Company's listing category on the Official List, and will ask Shareholders to vote on the Proposed Transfer.

The Company's principal activities are real estate investment, development and operation, primarily in the retail sector. As at 31 December 2011, the Company's portfolio was valued at approximately £194 million. The Company is leveraged and it has financed the acquisition of its real estate assets through a combination of equity, debenture stock and bank debt. The aggregate market value of its outstanding share capital, as at 18 June 2012, being the last practicable date prior to publication of this document, was approximately £18.5 million (the Company's "Market Capitalisation").

At the present time, a transaction or aggregated transactions valued at above approximately £4.6 million (such value being 25 per cent. of the Company's Market Capitalisation), would be considered a class 1 transaction under the "consideration test" of the Listing Rules. This is despite the fact that the impact on the Company on many other metrics may be lower than the 25 per cent. threshold, and the transaction would not otherwise be considered a class 1 transaction.

The requirement to produce a class 1 circular and convene a general meeting to approve relatively small transactions (when compared to the gross value of the Company's portfolio) prevents the Company from considering opportunistic acquisition and disposal opportunities and has been a constraint on the Company's trading activities. In addition to the cost associated with executing a class 1 transaction, this can lead to the Company being passed over as a bidder and could create uncertainty amongst potential bidders for its assets.

After careful consideration, the Board has concluded that in order to improve its competitive position in negotiations regarding acquisition and disposal opportunities, it is appropriate to transfer the listing of the Ordinary Shares from the category of "premium listing" to the category of "standard listing" under the Listing Rules. This transfer forms part of the long-term strategic plan of the Company and will facilitate more cost-efficient acquisition and disposal opportunities.

Companies with securities admitted to a standard listing will not normally be required to seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party. In addition, the Board wishes to more closely align its regulatory responsibilities and the associated cost consequences with the Company's size. The Proposed Transfer will mean that the Company will not be required to comply with the super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. This will both result in a direct cost saving for the Company and enhance its competitive position in acquisition and disposal opportunities.

Under the Listing Rules, the Proposed Transfer requires the Company to obtain the prior approval of a resolution for such transfer from not less than 75 per cent. of the Shareholders who vote in person or by proxy at a general meeting. Therefore, the Resolution being proposed at the General Meeting to approve the Proposed Transfer is being proposed as a special resolution.

Pursuant to the Listing Rules, the date of transfer of listing category must not be less than 20 business days after the passing of the Resolution. The Board proposes to apply for the transfer to be effected as soon as possible, and so, subject to the passing of the Resolution, it is anticipated that the date of transfer will be 2 August 2012. The Ordinary Shares will, on completion of the transfer, continue to be traded on the London Stock Exchange's main market for listed securities, but under the designation "Listed: Standard".

2. Transfer to standard listing

A standard listing requires the issuer to comply with the minimum regulatory requirements imposed by the EU that apply to all securities that are admitted to trading on EU regulated markets. As an issuer with a standard listing, the Company will remain subject to the Listing Rules (as applicable to a company whose equity shares have a standard listing), the Prospectus Rules and the Disclosure and Transparency Rules, however it will not be required to comply with the super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. Such super-equivalent provisions include:

• certain continuing obligations set out in Chapter 9 of the Listing Rules such as providing pre-emption rights to shareholders, the Model Code, certain rules regarding employee share schemes and long-term incentive plans, certain rules regarding the conduct of rights issues, open offers and placings and certain disclosures in annual financial reports;
• stating in its annual report and accounts whether it has complied with the UK Corporate Governance Code or, if not, explaining why it has not so complied (although the Company will still be required to make a corporate governance statement under paragraph 7.2 of the Disclosure and Transparency Rules); and
• complying with the provisions in Chapters 10 and 11 of the Listing Rules relating to significant and related party transactions.

The administrative requirements associated with the Ordinary Shares having a standard listing will be simplified as the Listing Rules for securities with a standard listing are less demanding and stringent than those applicable to securities with a premium listing. In particular, companies with securities admitted to a standard listing will not normally be required to produce documentation and seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party.

The higher level of regulation contained in the super-equivalent provisions referred to above has been designed to offer shareholders in premium listed companies additional rights and protections. Accordingly, investors should be aware that any investment in a company that has a standard listing is likely to carry a higher risk than an investment in a company with a premium listing. However, the Board does not intend any reduction in the standards of reporting and corporate governance which the Company currently maintains. In addition, the Board has not made, and does not anticipate or intend to make, any changes to the Company's business in connection with the Proposed Transfer.

The transfer to a standard listing will not affect the way in which Shareholders buy or sell Ordinary Shares and, following the transfer, existing share certificates in issue in respect of Ordinary Shares will remain valid. The Ordinary Shares will also continue to be eligible to be held in ISAs and SIPPs. As for a company with a premium listing, a company with a standard listing is still required to have a minimum of 25 per cent. of its shares in public hands and will continue to be obliged to publish a prospectus when issuing new shares to the public unless such an issue falls within one of the permitted exemptions. Companies with standard listings are also still required to disclose inside information to the market and to comply with the provisions of the Disclosure and Transparency Rules including to make notifications of dealings in shares. They must also prepare annual audited financial reports, half yearly financial reports and interim management statements in the same way that companies with a premium listing are required to do.

A more detailed summary of the differences between the regulatory requirements of companies with a standard listing and those with a premium listing is contained at Part 2 of this document. While the Ordinary Shares have a standard listing, they will not be eligible for inclusion in the UK series of FTSE indices.

3. Action to be taken

A Form of Proxy for use at the General Meeting accompanies this document. Whether or not you propose to attend the General Meeting in person, it is important that you complete and sign the Form of Proxy in accordance with the instructions printed on it and return it to the Registrar, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible and, in any event, so as to be received not later than 11.00 a.m. on 2 July 2012. The completion of a Form of Proxy will not preclude you from attending the General Meeting and voting in person, if you so wish.

4. Irrevocable undertakings

The Directors have received irrevocable undertakings to vote in favour of the Resolution from Shareholders holding in aggregate 51.22 per cent. of the issued Ordinary Shares.

5. Recommendation

The Board considers that the Proposed Transfer is in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings amounting to 3,302,189 Ordinary Shares representing approximately 3.93 per cent. of the existing issued Ordinary Shares as at 18 June 2012, being the last practicable day before the publication of this document.

Yours faithfully

Michael Heller Chairman

PART 2

A SUMMARY OF THE DIFFERENCES BETWEEN STANDARD AND PREMIUM CATEGORIES OF LISTING

• 1. Companies with a standard listing are not eligible for inclusion in the UK series of FTSE indices.
• 1. Companies with a standard listing are not required to retain a sponsor for certain transactions.
• 1. Companies with a standard listing are not required to comply with the Listing Principles as contained in Listing Rule 7.
• 1. Companies with a standard listing are not required to: (i) control the majority of their assets and to have done so for the last three years; and (ii) carry on an independent business as their main activity.
• 1. The UK Corporate Governance Code does not apply directly to companies with a standard listing. However pursuant to Disclosure and Transparency Rule 7.2, companies with a standard listing are still required to make a statement in the directors' report covering the governance code to which the issuer is subject in relation to the financial reporting process and certain details of its share capital. The directors of companies with a standard listing are also required to include a description of the internal control and risk management systems and the composition of committees. The Company does not intend to make any changes to its current corporate governance regime once the Proposed Transfer has become effective.
• 1. The Model Code does not apply to a company with a standard listing. The Model Code imposes restrictions on dealing in the securities of a listed company beyond those imposed by law. Its purpose is to ensure that persons discharging managerial responsibilities do not abuse, and do not place themselves under suspicion of abusing, inside information that they may be thought to have, especially in periods leading up to an announcement of a company's results.
• 1. A standard listing does not require a company to offer pre-emption rights pursuant to the Listing Rules. Pre-emption rights under the Listing Rules require companies, who are proposing to issue equity securities for cash or proposing to sell treasury shares that are equity shares for cash, to first offer those equity securities to existing shareholders, unless shareholders have authorised the dis-application of such pre-emption rights in accordance with LR 9.3.12.R. However, the Company is a company incorporated in England and Wales and therefore remains subject to similar pre-emption rights requirements under the Companies Act 2006.
• 1. A standard listing does not require a company to comply with the provisions of Listing Rule 10 which sets out requirements for shareholders to be notified of certain transactions and to have the opportunity to vote on proposed significant transactions. The Shareholders should be aware that the Company would, following the Proposed Transfer, be able to undertake significant transactions without Shareholder approval.
• 1. A standard listing does not require a company to comply with Listing Rule 11 which contains rules intended to prevent a related party from taking advantage of its position in respect of transactions with the listed company.
• 1. Companies with a standard listing are not required to comply with Listing Rule 12 which applies to companies dealing in their own securities.
• 1. A company with a standard listing is not required to comply with the more onerous requirements relating to the content of circulars issued to shareholders of companies with a premium listing as detailed in Listing Rule 13.
• 1. Companies with a standard listing are not required to limit the number of shares pursuant to warrants/options (excluding employee shares schemes) to 20 per cent. of existing issued shares.

London & Associated Properties PLC

(Incorporated and registered in England and Wales under number 341829)

NOTICE OF GENERAL MEETING

NOTICE is hereby given that a General Meeting of London & Associated Properties PLC (the "Company") will be held at 24 Bruton Place, London W1J 6NE on 4 July 2012 at 11.00 a.m. to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT the proposed transfer of the Company's category of equity share listing on the Official List of the UK Financial Services Authority from a premium listing (commercial company) to a standard listing (shares) (the "Transfer of Listing") be and is hereby approved and the Directors of the Company be and are hereby authorised to cause such Transfer of Listing to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.

By order of the Board

Heather Curtis Secretary

24 Bruton Place London W1J 6NE 19 June 2012

Notes

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the chairman, please insert the name of your chosen proxy holder in the space provided (see above). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see above) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement, (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Capita Registrars' helpline on 0871 664 0300 from within the UK or +44 208 639 3399 from outside the UK. Calls to the 0871 number cost 10 pence per minute plus your service provider's network extras, lines are open Monday to Friday 9.00 a.m. to 5.30 p.m. Or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see above) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 11.00 a.m. on 2 July 2012.
• 1. Please indicate with an X how you wish your votes to be cast. Any alterations made to this form should be initialled.
• 1. The "vote withheld" option is provided to enable you to abstain on any particular resolution. However it should be noted that a "vote withheld" is not a vote in law and will not be counted in any calculation of the proportion of the votes "for" and "against" a resolution.
• 1. Unless otherwise instructed the proxy will abstain or vote as he/she thinks fit. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting or any other motion put to the meeting the proxy will act at his/her discretion.
• 1. If the appointor is a corporation this proxy should be executed under the common seal of such corporation or signed on its behalf by an attorney or officer duly authorised. In the case of an individual this proxy should be signed by the appointor or his attorney.
• 1. To be valid, this Form of Proxy, together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power or authority) must be deposited at: PXS, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU not later than 48 hours before the time fixed for the meeting, or if the meeting is adjourned not later than 48 hours before the time fixed for the adjourned meeting. Proxies may be delivered to PXS by hand at the above address during normal business hours. Postage by Shareholders outside the UK: Shareholders with addresses outside the UK should post the Form of Proxy in a stamped envelope to: PXS, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU.
• 1. In the case of joint registered holders the signature of any holder is sufficient but the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
• 1. The completion of this form will not preclude a member from attending the meeting and voting in person.
• 1. In accordance with Regulation 41 of the CREST Regulations, only those shareholders entered in the register of members of the Company as at 6.00 p.m. on 2 July 2012 or, in the event that the meeting is adjourned, in the register of members as at 6.00 p.m. on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to entries in the register of members by the close of business on 2 July 2012 or, in the event that this meeting is adjourned, in the register of members before the close of business on the day two days before the date of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting or at any such adjournment.