CSE Cross Shr Reg S

RNS No 8405u
CITY SITE ESTATES PLC
9th December 1998


City Site Estates plc - Announcement by Independent Directors

As shareholders are aware, an offer of 26p per Ordinary Share was made by
Woodvale Estates Limited ("Woodvale") on 23 November 1998.  That offer is
effectively subject only to two conditions namely that Woodvale obtains
control of more than 50.0% of the Ordinary Shares and that the offer is not
referred to the Monopolies and Mergers Commission before 15 January 1998.

The Miller Group Limited ("Miller") has undertaken, subject to satisfaction of
a number of pre-conditions, to make a conditional offer of 35p per Ordinary
Share.

Shareholders are advised to consider the following points:

-       the only offer currently capable of acceptance by Shareholders is the
Woodvale Offer at 26p per share;

-       if by 3.00 p.m. on 15 December 1998 Woodvale has not received
acceptances that would take the shareholding owned or controlled by it and
persons acting in concert with it to over 50% its offer may lapse.
Shareholders should note that the last time for acceptances has been extended
to 3.00 p.m. on 15 December 1998.  The Woodvale offer may or may not be
extended further by Woodvale.  If the Woodvale offer lapses, unless the Miller
offer is made Shareholders may not have any offer for their Ordinary Shares;

-       the pre-conditions to the posting of the Miller offer are: 

-       the Independent Directors of City Site agreeing to recommend the offer
from Miller;

-       the lapsing of the Woodvale offer;

       and, unless waived by Miller

-       Woodvale and concert parties not since 16.00 on 8 December 1998
purchasing any further shares, convertible debt or being granted any options
in City Site Estates.

-       the Miller offer, if made, would be subject to a number of conditions,
which may or may not be satisfied; and

-       if Woodvale extends its offer to the maximum time allowable under The
City Code on Takeovers and Mergers the Miller offer would not be made until
the end of January 1999.

The Independent Directors, who have been so advised by Bell Lawrie Wise Speke
(a division of Brewin Dolphin Securities Limited), recommend that Shareholders
consider the above when making any decision whether or not to accept the
Woodvale offer.  In providing advice to the Independent Directors, Bell Lawrie
Wise Speke has taken into account the commercial assessments of the
Independent Directors.  The Independent Directors, W.W.C. Syson and A.J. Watt,
have given irrevocable undertakings to accept the Woodvale offer in respect of
all the Ordinary Shares held by them amounting to 50,250 Ordinary Shares
representing approximately 0.3% of City Site Estates' existing issued ordinary
share capital.  The acceptances pursuant to these undertakings may be
withdrawn at the discretion of those Directors if a higher offer is made for
City Site Estates before the Woodvale offer becomes unconditional.  

If Shareholders are in any doubt as to the action they should take they are
recommended to seek their own personal financial advice.


END

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