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O Twelve Estates Limited ('O Twelve' / the 'Company')

17 February 2009

O TWELVE ESTATES ANNOUNCES CHANGES TO PROPERTY ADVISER AGREEMENT WITH RUGBY ASSET MANAGEMENT

O Twelve Estates Limited, a closed-ended investment company incorporated in Guernsey, announces a number of changes to the terms of its Property Adviser agreement ('PAA') with Rugby Asset Management Limited ('RAM') in line with the Board's aim of reducing costs, as referred to in the Half Yearly Report, in light of the current economic environment.

The following principal changes in the terms of the PAA have been agreed:

• The annual management fee will be reduced from 1.0% of the Company's gross property asset value to 0.6% with effect from 1 April 2009.  The reduction in the annual management fee, calculated on the value of the property portfolio as at 30 September 2008, would result in an approximate saving of £900,000 per annum for O Twelve. The annual management fee remains subject to a minimum annual fee of £250,000 and is payable quarterly in arrears.

• Any performance fees which may become due to RAM will be calculated on the basis of the performance of O Twelve after 31 March 2009, at which date net assets per share are deemed to be 50p and from which the performance benchmarks will be based. The most recent published net assets per share were 55.55p, calculated as at 30 September 2008. Given continuing falls in the value of UK properties, a lower figure is expected to be reported as at 31 March 2009. No performance fees will be due to RAM for the period before 1 April 2009.

• At the option of O Twelve, any performance fee payable to RAM may be settled by the issue of ordinary shares in O Twelve instead of cash.  The number of any such shares to be issued shall be equal to the amount of the performance fee divided by the average mid-market value of an ordinary share for the five business days immediately preceding the date of issue. O Twelve may require RAM to undertake not to dispose of any such shares for a period of up to 12 months.

• O Twelve will not exercise its right to terminate the PAA as a result of O Twelve  failing to achieve the specified minimum performance target of 5% per annum growth in net assets per share (with dividends added back) from O Twelve's admission to AIM to 31 March 2009.

• O Twelve will have the right to terminate the PAA if growth in net assets per share (with dividends added back) for the three years ending 31 March 2012 is less than 5% per annum and net assets per share as at 31 March 2009 are deemed to be 50p for this purpose. 

All other principal terms of the PAA remain the same. RAM was appointed Property Adviser to O Twelve at the Company's admission to AIM in March 2006 for a fixed initial period of eight years terminable on two years' written notice. 

The directors of O Twelve consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Phillip Rhodes, chairman of O Twelve, said:

'We are pleased to have agreed these new fee terms with RAM, which ensures O Twelve will continue to benefit from ongoing access to RAM's strong property management expertise, whilst reflecting the challenging financial environment in which the Company operates. The reduction in the annual management fee, calculated on the value of our property portfolio as at 30 September 2008, would result in an approximate saving of £900,000 per annum for O Twelve and we believe the change to performance fee benchmarks provides an appropriate incentive target for RAM to deliver returns to shareholders.

'The Board firmly believes in the long-term prospects for O Twelve as its target area benefits from the significant investment and regeneration work ahead of the 2012 Olympics in London.'

-ENDS-

For further information please contact:

Rugby Asset Management	+44 (0) 20 7016 0050
David Tye
Andrew Wilson
Financial Dynamics	+44 (0) 20 7831 3113
Dido Laurimore
Rachel Drysdale
Laurence Jones
Fairfax I.S. plc	+44 (0) 20 7598 5368
Simon Bennett
Jeremy Porter

Notes to Editors

O Twelve was formed to establish a substantial property investment portfolio in the Thames Gateway and the adjacent areas of east London, Essex, South Hertfordshire and North Kent.  

Rugby Asset Management Limited ('RAM'), a subsidiary of Rugby Estates plc, is Property Adviser to O Twelve.

Further information on O Twelve can be found at www.otwelveestates.com

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