UPDATE 1-Prelios in exclusive deal talks with Italy's Feidos

* Prelios picks Feidos over U.S. fund Fortress

* Feidos offer envisages 135 mln euro cap increase-source

(Adds details) By Elisa Anzolin

MILAN, Oct 11 (Reuters) - Loss-making property manager Prelios has chosen Italian consortium Feidos over U.S. fund Fortress for exclusive talks on a rescue deal, it said on Thursday.

The heavily indebted company manages properties in Italy and Germany including shopping centres, department stores and corporate headquarters but has been hit by writedowns on its real estate investments in recession-hit Italy.

Prelios, indirectly controlled by Chairman Marco Tronchetti Provera, said in a statement on Thursday that it had granted Feidos exclusivity on negotiations until Nov. 12.

Feidos's offer for Prelios envisages a 135 million-euro ($174 million) share issue, a source close to Prelios's board told Reuters on Thursday. But Feidos, controlled by Italian real estate entrepreneur Massimo Caputi, would only contribute 25 million euros to the cash call, the source added.

Prelios's controlling shareholders would add another 25 million euros, while the rest would be guaranteed by the banks, the source said.

Creditors have given Prelios a waiver on interest payments until the end of 2012.

With about 11.7 billion euros of real estate assets under management, Prelios had net debt of 494.4 million euros at the end of the first half, when it posted a loss of 125.7 million euros.

In a statement the company also said Davide Malacalza, shareholder in the Camfin holding company which controls Prelios, announced in a letter on Thursday he was stepping down as a director.

For months now Malacalza has clashed with Tronchetti Provera over how to solve Prelios's problems.

Shares in Prelios closed down 4.8 percent at 9.05 euro cents, underperforming a 1 percent rise in Milan's all-share index ($1=0.7751 euros)

(Writing by Lisa Jucca; Editing by Greg Mahlich)

((elisabetta.jucca@thomsonreuters.com +39 02 66129507))