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THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE                                                                         24 November 2009

CASH OFFER BY KIFIN LIMITED ("KIFIN") FOR MINERVA PLC ("MINERVA")

POSTING OF OFFER DOCUMENT

Posting of Offer Document

Further to the announcement made on 17 November 2009, KiFin announces that the offer document (the "Offer Document"), containing the Offer for Minerva plc, was posted to Minerva Shareholders yesterday.

Acceptances to the Offer should be received as soon as possible following receipt of the Offer Document and, in any event, by no later than 1.00 p.m. (London time) on 14 December 2009.

The procedure for acceptance of the Offer is set out in paragraph 13 of Part I of the Offer Document and, in respect of certificated shares, the accompanying Form of Acceptance and is summarised below.

The KiFin Directors believe that the Offer represents an opportunity for Minerva Shareholders to realise value now at a premium to the market price (prior to the Offer Period) as well as to net asset value, at a time they consider to be of continuing economic uncertainty and market volatility.  The Offer represents a premium of approximately:

• 30.7 per cent. to the Closing Price of 38.25 pence per Minerva Share on 16 November 2009, being the last Business Day prior to the commencement of the Offer Period; 
  
  

• 52.0 per cent. to the average Closing Price of 32.90 pence per Minerva Share for the three months up to and including 16 November 2009; and
  
  

• 6.2 per cent. to the diluted EPRA net asset value per share of 47.1 pence (as stated in Minerva's annual report and accounts for the financial year ended 30 June 2009) at 30 June 2009.

There is only one condition to the Offer. The Condition requires acceptance by Minerva Shareholders in respect of Minerva Shares representing more than 50 per cent. of the Minerva Shares, including the 48,255,994 Minerva Shares already owned by KiFin and persons acting in concert with it (which represent 29.9 per cent. of the Minerva Shares in issue). Accordingly, KiFin needs to receive acceptances in respect of 32,331,193 Minerva Shares for the Condition to be satisfied (assuming no additional Minerva Shares are issued).

Further Information

Copies of the Offer Document and the Form of Acceptance are available (during normal business

hours) from Computershare, Corporate Actions Projects, Bristol BS99 6AH.

A copy of all announcements by KiFin and the Offer Document are available on:

http://www.imprimagroup.com/offerforminerva/index.html

How to accept the Offer

If your Minerva Shares are held in certificated form (that is, not in CREST) and you wish to  accept the Offer, you should comply with the instructions in paragraph 13.1 of the letter from the KiFin Directors in Part I of the Offer Document and the Form of Acceptance and complete, sign and return the Form of Acceptance, together with all other required  documents, as soon as possible and, in any event, so as to be received either by post or, between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding public holidays), by hand to Computershare  Registrars, the receiving agent to the Offer, no later than 1.00 p.m. (London time) on 14 December 2009. 

If you hold your Minerva Shares in uncertificated form (that is, in CREST), you should follow the procedures set out in paragraph 13.2 of the letter from the KiFin Directors in Part I of the Offer Document and ensure that an Electronic Acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. (London time) on 14 December 2009.

Terms used in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

Investec Investment Banking	Tel: 020 7597 5970
Charles Batten
James Rudd
Alex Thomson

Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for KiFin and no one else in connection with the Offer and will not be responsible to anyone other than KiFin for providing the protections afforded to clients of Investec Investment Banking nor for providing advice in relation to the Offer, the contents of this announcement, or the Form of Acceptance. 

This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and, in the case of certificated  Minerva Shares, the Form of Acceptance, which together contain the full terms of and conditions to the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated Minerva Shares, the Form of Acceptance.

The Offer has been made solely by KiFin and neither Investec Investment Banking nor any of its affiliates are making the Offer.

The Offer is for the securities of a corporation organised under the laws of England and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Rule 14d-1(c) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those that would be applicable with respect to US domestic tender offer procedures and law.  

It may be difficult for US holders of Minerva Shares and other securities to enforce their rights and any claim arising out of the US securities laws, since KiFin and Minerva are incorporated outside of the United States, and some or all of their respective officers and directors may be resident outside of the United States. US holders of Minerva Shares may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code and normal UK market practice and Rule 14e-5 under the Exchange Act, KiFin or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Minerva Shares, other than pursuant to the Offer (including on behalf of third parties), before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the City Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Investec and their respective affiliates will continue to act as exempt principal traders in Minerva Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next Business Day basis to the Panel on Takeovers and Mergers and, to the extent that such information is required to be publicly disclosed, will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

The receipt of cash pursuant to the Offer by a US holder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Minerva Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.  

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by KiFin, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by KiFin, copies of this announcement and any documentation relating to the Offer (including, without limitation, the Offer Document and Form of Acceptance) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or the Form of Acceptance (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved this Offer or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Offer (including, without limitation, the Offer Document and Form of Acceptance). Any representation to the contrary is an offence.

It is the responsibility of each Overseas Shareholder to inform himself, herself or itself about and observe any applicable legal requirements. No Restricted Overseas Shareholder receiving a copy of this announcement, the Offer Document and/or a Form of Acceptance in any jurisdiction other than the UK or the United States may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement, the Offer Document and/or Form of Acceptance are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of the Offer Document and/or Form of Acceptance and wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such Overseas Shareholder will be responsible for any such issue, transfer or other taxes or duties by whomsoever payable and KiFin (and any person acting on behalf of KiFin) shall be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties or other requisite payments as KiFin (and any person acting on behalf of KiFin) may be required to pay.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England, including those of the United States.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Minerva, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Minerva, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Minerva by KiFin or  Minerva, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

ENDODPIFFLLLALVFIA