ProLogis European Properties responds to tender offer document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Luxembourg - 3 May 2011 - ProLogis European Properties (Euronext: PEPR) announces the release of its reasoned opinion following the publication of ProLogis' tender offer document on 21 April 2011. The reasoned opinion is available on the PEPR website at The conclusion (section 4) of the reasoned opinion, which should not be read in isolation from the entire document, is as follows: "The Management Company considers ProLogis' Offer of €6.10 per Ordinary Unit and €6.10 per Convertible Preferred Unit to be inadequate from a financial point of view. In this respect, reference is made to the Management Company's assessment of the Offer, as included in Section 3 of this reasoned opinion. Unitholders are advised that the trading dynamics of the Units could be affected by market, financial and business risks and that although the Offer does not reflect the full value potential of PEPR, the Offer could potentially represent a liquidity event for those Unitholders who may consider, amongst other aspects, (i) that the risk return profile of PEPR is not in line with their investment objectives and/or (ii) that any increased holding in PEPR by the ProLogis Group may have an effect on the future market liquidity of the Units. The Independent Members of the PEPR Board unanimously endorse the opinion of the Management Company. Neither the Independent Members of the PEPR Board, nor the managers of the Management Company intend to accept the Offer in respect of their own holdings of Units." Peter Cassells, chief executive officer of PEPR commented: "In assessing the offer, we have consulted with our independent PEPR Board members and received external legal and financial advice. Based on our strategy, business plans and the quality of our portfolio, we believe that the offer does not reflect the full value potential of PEPR." Geoffrey Bell, chairman of PEPR Board, added "The independent members of the PEPR Board have carefully considered the reasoned opinion of the management company and unanimously endorse its conclusions." THE ABOVE CONCLUSION OF THE REASONED OPINION MUST BE READ IN CONJUNCTION WITH THE REASONED OPINION IN ITS ENTIRETY. IN MAKING A DECISION TO PARTICIPATE IN THE OFFER, UNITHOLDERS SHOULD RELY ON THEIR OWN ANALYSIS OF THE TERMS OF THE OFFER, INCLUDING ITS OPPORTUNITIES AND RELATED RISKS, AS SET OUT IN THE OFFER DOCUMENT, TAKING INTO ACCOUNT ALL CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO PERSONAL AND EXTERNAL CIRCUMSTANCES. UNITHOLDERS SHOULD FURTHERMORE RELY ON THEIR PERSONAL ASSESSMENT OF THE POSSIBILITIES FOR PEPR'S FURTHER DEVELOPMENT AS WELL AS THE VALUE AND STOCK MARKET PRICE OF THE UNITS. -Ends- For further information, please contact: Investors: Jennifer Crooke +44 207 518 8708 Media: Ed Orlebar / Charlotte McMullen +44 207 920 2323 / +44 207 920 2349 About ProLogis European Properties (PEPR) ProLogis European Properties, or PEPR, is one of the largest pan-European owners of high quality distribution and logistics facilities. PEPR was established in 1999 as a closed-end, real estate investment fund, externally managed by a subsidiary of ProLogis, a leading global provider of industrial distribution facilities. In September 2006, ordinary units in PEPR were listed on the Luxembourg Stock Exchange and Euronext Amsterdam. As at 31 March 2011, PEPR had a portfolio of 232 buildings, covering 4.9 million square metres in 11 European countries, with an estimated market value of €2.8 billion. The portfolio has an occupancy level of 93.2% and an average of 3.4 years to the next lease break or 5.3 years to lease expiry. ProLogis European Properties responds to tender offer document: This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: ProLogis European Properties via Thomson Reuters ONE [HUG#1511685]