THE ancient city of Winchester has seen many changes over the centuries, but none as big as the £100m Broadway-Friarsgate development that will transform a swathe of the city centre.

Dozens of new shops, hundreds of homes, a bus station, medical centres, bars, restaurants, a multi-storey car park and public squares will replace the dreary parking lots, warehouses, offices, former postal sorting office and old bus station.

In value it is the biggest commercial development in Winchester's history and rivals in size the Brooks Centre in the late 1980s.

But ironically it will reflect how the city was nearly 2,000 years ago. The proposal will recreate several Roman streets that were lost by 20th-century development.

Back will come Lawn Street, Tanner Street, Silver Hill and Busket Lane as thriving thoroughfares instead of the drab service roads and car parks that replaced them.

This seamless marriage of old and new is at the heart of the ambition of developer Thornfield Properties, which wants to create a modern retail development that merges without any sign of the join with the rest of the city.

While WestQuay in Southampton shouts its glamour and power, the Winchester scheme is planned to slide in with style and grace.

Thornfield managing director Michael Capocci said: "Rarely do you have the opportunity to do a scheme which has such potential. Winchester is a historic, beautiful city. There will be no join marks - it will be seamless how it connects. It is the lost quarter of Winchester that was built on in post-war developments. We are recreating the old streets and opening them to the public."

By removing buses from The Broadway a huge new public space will be created. Robin Cooper, chief planning officer at the City Council, said: "We want to make The Broadway a street of international importance. A piazza for art exhibitions, cinema shows - it could be a fantastic public open space."

The city council views the scheme as a counter-attack to WestQuay and Festival Place in Basingstoke which have enticed shoppers away. Mr Cooper said: "It is about putting us back in the first division as a shopping destination."

It is too early to say exactly what shops will be attracted in. Sainsbury's will move from its cramped current site to another location further up Middle Brook Street.

Graham Love, city centre manager, hopes it will attract upmarket names such as Gap, Kookai and French Connection.

The chamber of commerce is keen to see an indoor market. A hotel and nightclub have not been ruled out, said Mr Capocci.

There are fears that the development could suck some of the life out of the High Street. But Mr Capocci said the new shops would complement the existing ones and make Winchester more attractive and so increase trade for everyone.

"This is a small scheme commercially, 90,000 square feet, but it will attract new trade to Winchester. Its unique selling point is that it will be like going to Covent Garden in London. I believe the whole of Winchester will benefit."

The next stage is that city councillors must approve the developer's agreement which will give Thornfield the green light to draw up a detailed planning application next year.

Yesterday the Daily Echo reported that commercial pressures had forced the council to consider far more than the original 100 homes it had stipulated in the planning brief.

Thornfield pressed for the numbers to be increased partially because the council insists on 35 per cent being less profitable "affordable housing".

Council leader Sheila Campbell said of the change from 100 to 364: "It comes down to economic viability. The numbers would not stack up any other way."

Some city councillors will question the massive increase from the original planning brief published in 2003.

But it's good news for people who will struggle to get on the property ladder. Some 127 units will be affordable and available, in many cases, to key workers such as nurses or police officers.

Margaret Newbigin, chief executive of Winchester Housing Group, said yesterday: "We are delighted with the prospect of more affordable housing in the centre of Winchester. It will make for a very sustainable community."

Thornfield also argues a denser housing development means taller buildings which better suit the city centre location.

The homes will go on the eastern side on the site of the Friarsgate medical centre and old bus station. Retail units will dominate the western side.

Parking may be controversial with a proposed net increase of 166 spaces, mainly in private spaces. The Upper Brook Street car park could be lost to the relocated St Clement surgery.

But concerns have already been raised about the long-term viability of the scheme. A confidential report by Drivers Jonas for the council said it was already at the "margins of profitability", with fears that it could be vulnerable in an economic downturn.

A city councillor, who asked not to be named, said: "I'm concerned that the developer is running this at such a tight level that there will be little left over to ensure high enough quality."

Mr Capocci plays down such a threat, saying only a "catastrophe" would threaten the scheme.

He said: "There would have to be a catastrophic shock. But if you look over the last 30 years the economy has blips and then comes back. We have been involved with this for five years. The first sign of a cloud, I'm not going to pack up and go away."

Meanwhile talks are taking place with all the dozen or so landowners including London and Henley which owns the Kings Walks precinct. The council will use compulsory purchase powers, said Tony Langridge, chief estates officer. It will retain the freehold for the whole site.

A report will be considered by city councillors on the scrutiny committee on September 27, by Cabinet on October 6 and by the Council on November 3.

TIMETABLE:

1996: Urban Design Study identifies potential for redevelopment in the Broadway-Friarsgate area.

1997: Winchester City Council appoints consultants to look at options.

1999: Negotiations start with developer Thornfield Properties.

2002: Thornfield managing director Michael Capocci outlines vision at public meeting in the Guildhall.

2003: City council draws up planning brief.

Autumn 2004: Developers agreement due to be signed.

Spring 2005: Public consultation.

Mid-2005: Planning application due.

Mid-2006: Planning application granted.

Late 2006: Compulsory purchase orders confirmed.

Early 2007: Main building work starts.

Early 2011: Final phase due to be completed.