XEA - De Beleggersadviseur

- ProLogis European Properties responds to increased offer from ProLogis
Luxembourg - 11 May 2011 - ProLogis European Properties (Euronext: PEPR) announces the publication of its revised reasoned opinion following the publication of ProLogis' (NYSE: PLD) Supplement to the Offer Document, dated 9 May 2011, increasing the offer price to €6.20 per Ordinary Unit and €6.20 per Convertible Preferred Unit (the "Offer") and extending the offer period to 6pm CET on 18 May 2011. The revised reasoned opinion is available on the PEPR website, www.prologis-ep.com. The conclusion of the revised reasoned opinion, which should not be read in isolation from the entire document, is as follows:

"The Management Company, after further consultation with its external advisors and Independent Members of the PEPR Board, whilst recognising that the Offer contains an improvement to the initial price in the Offer, continues to believe that PEPR's full value potential has not been reflected in the Offer for holders of either the Ordinary or the Convertible Preferred Units and accordingly, considers ProLogis' Offer of €6.20 per Ordinary Unit and €6.20 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 revised reasoned opinion.

Nonetheless, the Management Company notes that APG and GIC, respectively PEPR's second and third largest Unitholders and both long term investors in PEPR, have agreed to sell their entire stakes at the revised Offer Price. The Management Company further notes that this and further purchases in the open market raises the ProLogis Group's ownership to at least 59.91% of the Ordinary Units and 90.62% of the Convertible Preferred Units. As a consequence, the ProLogis Group now holds in excess of 50% of the Ordinary Units and is closer to holding 67% of the Ordinary Units. The significance of these holding thresholds is set out in Section 3.3 of this revised 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.

Unitholders should consider their own individual circumstances and risk return objectives in deciding whether to accept or reject the Offer. Among other aspects, the following points should be carefully considered by Ordinary Unitholders in particular:

1) the further reduction in liquidity and free float of the Units as a result of any other Unitholders tendering their Units under the Offer; and

2) the likelihood of an alternative offer materialising has been significantly reduced.

The Independent Members of the PEPR Board unanimously endorse the opinion of the Management Company. Having carefully considered all of the above and their own individual circumstances, the Independent Members of the PEPR Board and the managers of the Management Company intend to accept the Offer in respect of their own holdings of vested Ordinary Units where there are no individual adverse tax implications. The managers of the Management Company who hold Convertible Preferred Units do not intend to accept the Offer with regard to those Units."

Peter Cassells, chief executive officer of PEPR, commented "In reaching our conclusion, we have continued to consult with the Independent Members of the PEPR Board and have received updated external legal and financial advice. Whilst we believe that the revised offer still does not reflect PEPR's full value potential, Unitholders should carefully evaluate their alternatives in light of the further reduced liquidity of the Units."

Geoffrey Bell, chairman of the PEPR Board, added "The Management Company and the Independent Members of the Board have been working and will continue to work diligently to safeguard the interests of PEPR as a whole and all Unitholders. We are pleased to see the improvement in ProLogis' offer which provides a certain outcome to all Unitholders who may choose to avail themselves of the offer."

THE ABOVE CONCLUSION OF THE REVISED REASONED OPINION MUST BE READ IN CONJUNCTION WITH THE REVISED 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 AND THE SUPPLEMENT TO 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.