Print   

4 December 2009

Not for release, publication or distribution, directly or indirectly, in whole or in part in, into, or from, any jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction.

MINERVA ANNOUNCES THE DISPOSAL OF ITS WIGMORE STREET PROPERTY FOR £40.75 MILLION, REPRESENTING A 20 PER CENT. PREMIUM TO ITS BOOK VALUE AS REPORTED AT 30 JUNE 2009

THE PREMIUM SALE VALUE ACHIEVED FOR WIGMORE STREET PROVIDES FURTHER EVIDENCE OF IMPROVING MARKET CONDITIONS IN THE LONDON PROPERTY SECTOR

Disposal of Wigmore Street property, London W1

Minerva plc ("Minerva" or the "Company") is pleased to announce the sale of its property located at 5 Welbeck Street, 42 Wigmore Street and 44-48 Wigmore Street, London W1 ("Wigmore Street") to Standard Life Investment Funds Ltd for total cash consideration of £40.75 million. The total consideration represents a premium of approximately 20 per cent. to the property's book value of £33.9 million(1) as reported at 30 June 2009. This compares to a net increase of 10% across the whole portfolio over the five months from 30 June 2009 to 30 November 2009. 

Wigmore Street is a high quality office building in the West End of London, providing accommodation totalling approximately 43,700 square feet and let to Minerva Corporation Plc, First Secretary of State and Nicholas Anthony Ltd. The property generated an annual rental income of approximately £2.3 million to Minerva in the last financial year.  In addition, Minerva has entered into a lease agreement to continue to rent its existing office space.  The transaction value achieved is in line with the latest valuation undertaken by CB Richard Ellis Limited ("CBRE") as at 30 November 2009.

The disposal will further strengthen Minerva's financial position following the successful amendment of its debt facilities announced on 22 September 2009.  Approximately £24m of the proceeds from the sale will be used to repay outstanding debt and the balance, net of transaction costs, will be added to Company's cash reserves.

Commenting on the disposal, Salmaan Hasan, Chief Executive of Minerva, said:

"This disposal of a non-core asset is another key milestone achieved by Minerva as the market recovers and as we continue to make progress. The premium valuation achieved of 20 per cent. to the book value as reported at 30 June 2009 is further evidence of improving market conditions in the London property sector.  This sale follows the successful amendment of Minerva's debt facilities, and represents a further step in strengthening our financial position.

Minerva continues to focus on its strategy of delivering increased value to shareholders, and we will consider divesting additional non-core assets to enhance our financial flexibility."

The KiFin Offer

Commenting on the KiFin Offer, Oliver Whitehead, Chairman of Minerva, said:

"Minerva has high quality developments in excellent locations. With recent improvements in market conditions, Minerva's Pro Forma NAV(3) per Share has increased to 95p.  In a recovering market, this will increase further.

KiFin's Offer of only 50p per Minerva Share significantly undervalues the Company, and your Board has no hesitation in rejecting this highly opportunistic bid."

The Minerva Board, which has been so advised by Greenhill, firmly believes that KiFin's Offer significantly undervalues Minerva and unanimously recommends that Shareholders should take no action in relation to the Offer.

 

Minerva Shareholders are strongly advised to ignore any documents that may be issued by KiFin or its advisers. 

A copy of the Response Circular is available on Minerva's website at www.minervaplc.co.uk.

Notes:

(1) Comprising a value for the non-owner occupied element of the building of £27.8 million and a value for the owner occupied element of £6.1 million (on a vacant basis).

(2) Including the owner occupied element of the Wigmore Street, London W1 property (on a vacant basis).

(3) Net Asset Value ("NAV") on a pro forma basis is based on the Company's audited net asset value as at 30 June 2009 adjusted for: (i) the valuation of the Company's properties as at 30 November 2009 as certified by CBRE; and (ii) the valuation of the derivative financial instruments as at 26 November 2009, being the last practicable date prior to publication of the Response Circular, prepared by JC Rathbone Associates Limited.

Enquiries: 

Minerva plc                                                                                                                          020 7535 1000

Oliver Whitehead, Chairman

Salmaan Hasan, Chief Executive

Ivan Ezekiel, Finance Director                

Greenhill & Co. International LLP                                                                                      020 7198 7400
James Lupton
Brian Cassin

Citigroup Global Markets                                                                                                    020 7986 4000

Andrew Forrester

Brunswick Group                                                                                                                020 7404 5959
Simon Sporborg

Tom Williams

Further information for Minerva shareholders, including the bases of calculation and sources for the information set out in this announcement and the definitions of certain terms used in this announcement, is contained in the circular posted on 2 December 2009, a copy of which, together with a copy of the related announcement of posting, is available at the website of the Company at www.minervaplc.co.uk and available for inspection at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY.  

The Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of the Company (who have taken all reasonable care to ensure such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Greenhill & Co. International LLP and Citigroup Global Markets Limited (each of which is authorised and regulated by the United Kingdom Financial Services Authority) are acting exclusively for Minerva and no one else in connection with the matters referred to herein and will not be responsible to anyone other than Minerva for providing the protections afforded to Minerva, or for providing advice in relation to the matters referred to herein.

Forward Looking Statements  

This document contains statements that are or may be forward-looking with respect to the financial condition, results of operations and businesses of Minerva and the Minerva Group. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, valuation, performance or achievements of Minerva and the Minerva Group, or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% 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 3.30pm (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 Takeover 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.

ENDSTRILFEEFLLSIIA