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St. Modwen Sizing Announcement

THIS DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR TO A RESIDENT, NATIONAL OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN

ST. MODWEN PROPERTIES PLC
£80,000,000 6.25 per cent. Bonds due 2019 (the “Bonds”)
Sizing Announcement
This announcement constitutes the Sizing Announcement referred to in the Prospectus and must be read in conjunction with the Prospectus.
Issue Date: 7 November 2012
Total principal amount of the Bonds: £80,000,000
Estimated net proceeds of the offer: £78,600,000
Expenses relating to admission to trading of the Bonds: £4,000

Terms used herein shall be deemed to be defined as such for the purposes of the “Terms and Conditions of the Bonds” set forth in the prospectus issued by St. Modwen Properties plc dated 17 October 2012 (the “Prospectus”).

This announcement is not a prospectus for the purposes of EU Directive 2003/71/EC (as amended) (the “Prospectus Directive”) and/or Part VI of the Financial Services and Markets Act 2000. Investors should not subscribe for any Bonds referred to in this announcement except on the basis of information in the Prospectus. Full information on the Issuer and the offer of the Bonds is only available on the basis of the combination of the Prospectus and this Sizing Announcement. The Prospectus is available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange.

The offering and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. Any purchase of Bonds pursuant to the offer should only be made on the basis of the information contained in the Prospectus, available as described above.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the ‘‘Securities Act”) and, subject to certain exceptions, may not be offered, sold or delivered within the United States. The Bonds are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act, and are subject to certain U.S. tax law requirements.