* Cuts shares offered for Trafford Centre 8 pct to 205.9 mln
* Will mean seller Peel's CSC stake is 23.2 pct not 24.7 pct
* Says potential CSC NAV as much as 625 pence per share
* Peel not to increase CSC stake above 24.9 pct for 3 years
* CSC shares down 0.2 percent at 418.4 pence
(Adds value of deal)
By Karen Foster
LONDON, Jan 7 (Reuters) - Capital Shopping Centres cut the price it is offering for the Trafford Centre 8 percent, boosting the British mall owner's defence against U.S. peer Simon Property's 2.9 billion ($4.5 billion) approach.
CSC, Britain's largest mall owner, said on Friday it would issue 205.9 million new shares to Trafford Centre owner Peel Group, down from the 224.1 million previously agreed.
Peel accepted the new terms which valued the deal at 863 million pounds, based on CSC's close at 419.1 pence on Thursday. That was above the 400 pence the two sides agreed to value the new CSC shares at, up from an earlier 368 pence.
"The repricing of this transaction reflects my strong belief in the growth yet to come at CSC," said John Whittaker, Peel Group's billionaire head.
CSC is attempting to fend off Simon's 425 pence per share offer for its business, a bid that came after CSC launched its move to buy the Trafford Centre. Simon's 5.1 percent stake in CSC would be diluted by the Peel deal, which it opposes.
Simon, the biggest U.S. mall owner, must formalise its bid by Wednesday under English takeover law.
CSC said its net asset value -- a value gauge commonly used by real estate investment trusts (REITs) -- could be as high as 625 pence per share, and the revised acquisition alone implied an NAV as high as 536 pence.
"There is now no scope for a recommended offer from Simon emerging before the put up or shut up deadline of Jan. 12," said Micheal Burt at Execution Noble, a stockbroker.
Simon has to move close to 500 pence for a more realistic offer, Burt said. CSC shares were down 0.2 percent at 418.4 pence by 1250 GMT.
Simon was not available for comment.
Simon has said it would not buy CSC if the Trafford deal went through. After Simon urged CSC shareholders to oppose the deal at a meeting scheduled for Dec. 20, CSC moved the date to Jan. 26, saying it needed more time to inform shareholders.
Simon's third attempt to acquire CSC comes as real estate investors have been showing a renewed interest in British malls, which they expect to rise in value as the local economy stages a tentative recovery. (Reporting by Karen Foster; Editing by Douwe Miedema and Dan Lalor)