ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ('AIM RULES')

COMPANY NAME:

Max Property Group Plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

26 New Street

St Helier

Jersey JE2 3RA

COUNTRY OF INCORPORATION:

Jersey

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.maxpropertygroup.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Max Property Group Plc is a newly formed Jersey incorporated closed-ended real estate investment company. On Admission, the Company will have an experienced Board, chaired by Aubrey Adams, and will be externally managed by Prestbury Investments LLP, which is owned and managed by a team led by Nick Leslau and Mike Brown.

The Company's strategy is to exploit the current cyclical weakness in the UK real estate market through opportunistic investment and active management with a view to realising cash returns for shareholders over an investment cycle of approximately seven and a half years. 

The intention of the Directors is to create significant value for shareholders, principally through the following:

• exploiting the current weakness of the UK real estate sector;

• targeting properties which meet specific investment criteria: properties that are well located for their use; that have scope for medium term value enhancement through active asset management; and where downside is protected through long term, secure rental flows or through underlying capital values either in existing or alternative uses;

• using borrowings with a view to enhancing equity returns; and

• enhancing rental and capital growth through active asset management,

and then returning value to shareholders over the investment cycle.

The Company will focus on UK real estate assets and the intention is to seek out investments wherever and in whatever asset class the Directors consider the best opportunities lie without specific restrictions on the size of a single investment, exposure to a specific asset class, or a particular type of tenant or geographical area. The Directors' aim is to seek to provide a spread of asset classes, tenant exposures, tenures and locations as the Company's portfolio expands.

The Company will not speculatively develop, invest outside the UK or take unhedged interest rate risk.

The Company will invest in assets over a five year period. After the end of those five years it will not seek new acquisitions and will manage and realise its assets with a view to making a final return to shareholders over an investment cycle which, depending on prevailing market conditions, is anticipated to be seven and a half years from Admission.

The Management Team, comprising Nick Leslau, Mike Brown, Sandy Gumm and Tim Evans, between them have extensive experience in the UK real estate market over more than 25 years (with over 65 years of combined experience in real estate), and with a track record of having successfully created value for shareholders through previous economic cycles (including significant market out-performance during the recession of the early 1990's). Nick Leslau, Mike Brown and Sandy Gumm all have relevant experience as directors of UK listed companies.

Prestbury Investments LLP has committed to providing exclusive deal flow to the Company (with certain limited exceptions) for a period of at least five years from Admission. Prior to entering into an agreement to acquire any property, Prestbury Investments LLP, on behalf of the Group, will expect to perform due diligence on the proposed investment. In so doing, it would typically rely in part on third parties to conduct a significant portion of this due diligence (including legal reports on title and property valuations).

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of no par value

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£200m to be raised, equating to £200m market capitalisation (before exercise of the Over-allotment Arrangement relating to up to 20 million Shares)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

£87.9m - approximately 44% not in Public Hands at Admission, before exercise of the Over-allotment Arrangement, and 40% not in Public Hands after exercise of the Over-allotment Arrangement

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Channel Islands Stock Exchange (CISX)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors:

Nicholas Mark Leslau (Non-executive Director) - Nick

Sandra Louise Gumm (Non-executive Director) - Sandy

Alexander Anders Ohlsson (Non-executive Director) - Alex

David Frobisher Waters (Non-executive Director)

Proposed Directors:

Aubrey John Adams (Non-executive Chairman)

Keith Hamill (Non-executive Director)

John Holmes Stephen (Non-executive Director)

Phillip Michael Brown (Non-executive Director) - Mike

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Pre Admission: 

Sandra Louise Gumm (100% Shareholder) - Sandy

Post Admission:

(1) MPG Feeder Limited is a company owned and controlled by Prestbury Feeder Limited Partnership which is ultimately controlled by Prestbury Investment Holdings Limited, of which Nick Leslau is Chairman and CEO and a significant shareholder.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

none 

• ANTICIPATED ACCOUNTING REFERENCE DATE 

• DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

• DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) 30 April 2009

(iii) 5 months ending 30 September 2009; report due by 31 December 2009 

Year ending 31 March 2010; report due by 30 September 2010 

6 months ending 30 September 2010; report due by 31 December 2010 

EXPECTED ADMISSION DATE:

27 May 2009

NAME AND ADDRESS OF NOMINATED ADVISER:

Morgan Stanley & Co. International Plc

25 Cabot Square

Canary Wharf

London E14 4QA

NAME AND ADDRESS OF BROKER:

Morgan Stanley Securities Limited

25 Cabot Square

Canary Wharf

London E14 4QA

Oriel Securities Limited

125 Wood Street

London EC2V 7AN

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

26 New Street

St Helier

Jersey JE2 3RA

www.maxpropertygroup.com

The Admission Document will contain full details about the applicant and the Admission of its securities

DATE OF NOTIFICATION:

21 May 2009

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