Avebury Properties Ld



Avebury Properties Limited

20 April 2007

                           STOCK EXCHANGE ANNOUNCEMENT

                           AVEBURY PROPERTIES LIMITED

Proposals for (i) the redemption of the �43,000,000 Class A1
 Secured Floating Rate Notes due 2011 (the "Class A1 Notes")
 issued by Avebury Properties Limited; and (ii) the modification
 of redemption provisions of the �60,000,000 Class A2 7.51 per
 cent. Secured Notes due 2024 (the "Class A2 Notes") and the
 �31,000,000 Class B 8.36 per cent. Secured Notes due 2030 (the
 "Class B Notes") each issued by Avebury Properties Limited; and
 Notice of Meetings of the holders of the Class A2 Notes and the
 holders of the Class B Notes to be held on Tuesday 15 May 2007.
-----------------------------------------------------------------

Meetings of the holders of the Class A2 Notes and the Class B Notes (each a
"Meeting" and together the "Meetings") issued by Avebury Properties Limited (the
"Issuer") are today being convened for the purpose of considering and, if
thought fit, passing at each Meeting an extraordinary resolution (each an
"Extraordinary Resolution" and together the "Extraordinary Resolutions")
relating to the price payable on the optional redemption of the Class A2 Notes
and the Class B Notes, the notice period for such redemption and the days on
which redemption may take place. The Meeting in respect of the Class A2 Notes
will be held at One Bunhill Row, London EC1Y 8YY on Tuesday 15 May 2007 at 10.00
a.m. and the Meeting in respect of the Class B Notes will take place at One
Bunhill Row, London EC1Y 8YY at 10.30 a.m. or such later time that is as soon as
practicably possible following the conclusion or adjournment of the Meeting in
respect of the Class A2 Notes.

The Extraordinary Resolutions will instruct the Trustee to amend the terms and
conditions of the Class A2 Notes and the Class B Notes to provide that the price
payable on an optional redemption be calculated by reference to a modified spens
formula, based on the gross redemption yield of (as applicable) the Class A2
Notes and the Class B Notes which, in each case, is equal to the aggregate of
the gross redemption yield of a reference gilt plus an agreed spread. After a
consultation with a Special Committee of the Association of British Insurers
with respect to the Class A2 Notes and certain of the holders of the Class B
Notes, agreement has been reached as to the reference gilt and the agreed spread
for each class as follows:

Class of Notes               ISIN         Common Code Early Response Redemption    Reference
                                                       Redemption     Price         Gilt
                                                       Price agreed  agreed spread
                                                       spread
---------------------------- ------------ ----------- -------------- ------------- -------------
�60,000,000 Class A2 7.51    XS0108393355                                          4.00%
 per cent.                                                                          Treasury
Secured Notes due 2024                                                              Gilt due
                                                                                    September
                                          10839335    0.15%          0.25%          2016
---------------------------- ------------ ----------- -------------- ------------- -------------
�31,000,000 Class B 8.36 per XS0108393603                                          6.00%
 cent.                                                                              Treasury
Secured Noted due 2030                                                              Gilt due
                                                                                    December
                                          10839360    0.25%          0.35%          2028
---------------------------- ------------ ----------- -------------- ------------- -------------

The Early Response Redemption Price shall only be paid for Notes in respect of
which a valid instruction has been submitted in accordance with the provisions
of the Trust Deed voting either in favour of or against the relevant
Extraordinary Resolution on or prior to the Early Response Deadline (being 4.00
p.m. on Friday 4 May 2007, as may be extended by the Issuer in its absolute
discretion, the "Early Response Deadline"). The Redemption Price shall only be
paid for Notes in respect of which a valid instruction has not been submitted in
accordance with the provisions of the Trust Deed voting either in favour of or
against the relevant Extraordinary Resolution on or prior to the Early Response
Deadline.

The Royal Bank of Scotland plc, as Transaction Co-ordinator, has been appointed
by the Issuer and approved by the Trustee to calculate the Early Response
Redemption Price and the Redemption Price in accordance with the Extraordinary
Resolutions on the Pricing Date which, provided the relevant Extraordinary
Resolution is passed, is expected to be Wednesday 16 May 2007 at or around 11.00
a.m.

Further information concerning the Extraordinary Resolutions is contained in the
circular to the holders of the Class A2 Notes and the Class B Notes dated 20
April 2007 copies of which are available from the offices of The Royal Bank of
Scotland plc at 135 Bishopsgate, London EC2M 3UR and from the offices of
Slaughter and May, One Bunhill Row, London EC1Y 8YY, in each case between 9.00
a.m. and 5.00 p.m. on any weekday (public holidays excepted).

If the Meetings are quorate and the Extraordinary Resolutions are passed, it is
intended that the Class A2 Notes and the Class B Notes will be redeemed in full
on Monday 21 May 2007.

The Class A1 Notes can be redeemed at the Issuer's option on any interest
payment date at their principal amount outstanding on giving not more than 60
nor less than 30 days' notice. The current nominal value of the outstanding
Class A1 Notes is �13,004,692. The Issuer is today giving notice to the holders
of the Class A1 Notes that it intends to redeem all Class A1 Notes in issue on
the next interest payment date, being 21 May 2007.

Transaction Co-ordinator                  Note Trustee
The Royal Bank of Scotland plc            The Bank of New York
135 Bishopsgate                           One Canada Square
London EC2M 3UR                           London E14 5AL
Tel: +44 (0)20 7085 8056/3781             Tel: +44 (0)20 7964 8756
Attn: Andrew Burton / Gianmarco Deiana    Attn: Peter Elswood
------------------------------------------------------------------------------------
Issuer                                    Principal Paying Agent
Avebury Properties Limited                The Bank of New York
Carinthia House                           One Canada Square
9-12 The Grange                           London E14 5AL
St Peter Port                             Tel: +44 (0)20 7964 8849/8773
Guernsey GY1 4BF                          Attn: Sarah Taylor / Rebekeh Holbeche

Tel: +44 (0)1283 501 751
Attn: Neil Preston
------------------------------------------------------------------------------------

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