●

KiFin, Minerva's largest shareholder owning 29.94 per cent. of Minerva's issued share capital, is a long term investor looking to increase its exposure to Minerva. Its desire to increase its holding beyond 30 per cent. required KiFin to make the Offer for the Minerva Shares not already owned by KiFin under the rules of the City Code

●

On 23 November 2009, KiFin posted its Offer Document to Minerva Shareholders which set out the Offer of 50 pence in cash per Minerva Share, representing a premium of 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

●

KiFin today announces its response to the circulars from Minerva posted to Minerva Shareholders on 2 December 2009 and 7 December 2009 

●

The KiFin Directors believe the Minerva Circulars ignore the reality of both Minerva's historic underperformance and the future challenges it faces to deliver value for its Shareholders

●

KiFin believes that while Minerva has good assets, there are significant risks and these assets will only mature in the medium term (perhaps 5 - 8 years), and until that point distributions by way of dividend are unlikely to be made. In addition, Minerva remains highly geared and, in KiFin's opinion, will have significant difficulty in raising the further funding needed to see all of its developments to a conclusion

●

Therefore, Shareholders who do not share KiFin's risk profile and long term objectives, who are averse to the uncertainties ahead or who require cash now are strongly encouraged to accept the Offer of 50 pence in cash per Minerva Share, a price that KiFin believes reflects the risks inherent in Minerva Shares

●

Since the Chairman's appointment in November 2006, the price per Minerva Share has fallen by approximately 90 per cent. whereas the reduction in the FTSE All Share Real Estate index over the same period has been approximately 60 per cent. (as calculated by reference to the period prior to the Offer Period)

●

Moreover, the Minerva Board has just announced the sale of Wigmore Street. KiFin made its offer for the whole company including the Wigmore Street property. KiFin communicated its view that Wigmore Street should not be sold to the Minerva Board and its advisers. However, given the Minerva Board's decision to proceed with its disposal, KiFin expressed its serious interest to the Minerva Board and its advisers in acquiring the property. The Minerva Board chose not to engage KiFin in a competitive process and Minerva Shareholders may therefore have been denied the opportunity to realise a higher value for the property

●

Minerva Shareholders should consider in what sense the Chairman has ''protected and preserved value for shareholders'', given the data set out above and the announcement of the sale of Wigmore Street in the face of KiFin's strong opposition to that sale

●

It was in this context that KiFin, who in normal circumstances would not question the judgement of an incumbent board, voted against the reappointment of Oliver Whitehead as Chairman at the Minerva AGM on 4 December 2009

●

KiFin is disappointed that the remaining members of the Minerva Board decided to reappoint Oliver Whitehead, thereby effectively disenfranchising those Minerva Shareholders who voted against his re-appointment

●

KiFin supports the appointment, as soon as practicable, of a new Chairman and further non-executive directors with appropriate skills and experience (as is recommended as best practice under the Combined Code)

●

KiFin also voted against those resolutions proposed at the Minerva AGM empowering the Minerva Board to allot (including on a non pre-emptive basis) and re-purchase Minerva Shares, because it believes that the Minerva Board should put forward such resolutions on a case by case basis when the Minerva Board believes there is an appropriate reason (especially as earlier this year, following KiFin's intervention, the Minerva Directors withdrew a resolution that would have had the effect of empowering them to allot a significantly greater number of Minerva Shares than as contemplated under their existing authorities)

The Communication Group

Tel: 0207 630 1411

Richard Evans

Investec Investment Banking

Tel: 020 7597 5970

Charles Batten

James Rudd

Duncan Williamson 

●

Whilst the KiFin Directors recognise the quality and potential of Minerva's property portfolio, they believe the reality is that this portfolio will start to mature in the medium term (perhaps 5 - 8 years) and that there are considerable execution risks and uncertainties before satisfactory returns (including by way of dividend) can be generated for Minerva Shareholders, given:

●

the challenges faced in securing tenants for The Walbrook and St Botolphs developments

●

the likely commercial terms which may need to be offered to prospective tenants for these developments, such as rent free periods, break clauses and other tenant concessions

●

for example, in September 2009 Nomura secured a 20 year lease at Watermark Place in the City of London (541,000 sq ft) at £40.50 per sq ft. from Oxford Properties Group and UBS Global Asset Management. A rent free period of 50 months and other landlords' contributions including fit out equated to a total rent free period of almost 6 years for the property

●

the early stage nature of the Lancaster Gate development (part of which has not obtained planning consent)

●

that more than £380 million or 38 per cent. of the recent revaluation of Minerva's property portfolio by CBRE relates to properties which are speculative and, in a number of cases, have no planning consent, including:

●

the Ram Brewery, the planning application for which has been called in by the Secretary of State and which is now the subject of a public inquiry that commenced in November 2009

●

the Croydon Estate development, planning consent for which lapsed in May 2009

●

the Odeon Kensington property, planning consent for which was granted in November 2008 but development of which has not yet commenced and, as noted by Minerva, options for the site are still being reviewed

●

the Leinster House Hotel, which was acquired in October 2007, is still without planning permission and the development of which is still subject to a decision by planning authorities

Difficult property market - overhang of distressed assets

●

The Minerva Board has also failed to acknowledge that many commentators believe that the UK commercial property market will remain difficult for some time

Insufficient funding

●

It is apparent from the public record that Minerva only has funding to complete its three developments under construction. All of Minerva's other developments, representing over 38 per cent. of its recent portfolio revaluation, will require financing in a market where lending on speculative commercial property developments in the UK remains highly restricted:

●

Minerva's ability to raise additional equity capital is likely to be limited by the almost total absence of long-only institutional investors on its share register

NAV calculation

The Minerva Circulars give significant prominence to an updated unaudited pro forma NAV of 95 pence per Minerva Share:

●

The market response to the updated pro forma NAV per Minerva Share illustrates its scepticism towards the revised valuation, with the discount of Minerva Shares to NAV widening from 19 per cent. on 16 November 2009 (being the last Business Day prior to the commencement of the Offer Period) to 35 per cent. on 10 December 2009 (being the last Business Day prior to the date of this announcement)

●

However, any NAV calculation is inherently sensitive to a number of important factors. In particular, Minerva's financial gearing is high and, as such, the impact on NAV is magnified by changes to the cost and level of debt funding

●

Furthermore, any NAV calculation, particularly for properties still under construction and not entirely pre-let, such as The Walbrook and St Botolphs, and for properties without planning consent for development such as the Ram Brewery and Croydon Estate, is subjective and dependent on key assumptions:

●

For example, as set out in Minerva Circulars:

●

a 0.5 per cent. increase in the yield assumption for the Walbrook to 6.75 per cent. and a 0.75 per cent. increase in the yield assumption for St Botolphs to 7.75 per cent. would, by Minerva's own calculations, reduce the updated pro forma NAV to just 68 pence per Minerva Share; and

●

similarly, increases in the yield assumption of 1.0 per cent. for the Walbrook to 7.25 per cent. and 1.50 per cent. for St Botolphs to 8.50 per cent. would, by Minerva's own calculations, reduce the updated pro forma NAV to just 45 pence per Minerva Share

●

The NAV of 95 pence per Minerva Share also reflects an adjustment upwards of approximately 46 pence per Minerva Share in respect of derivative financial instruments alone, when compared to the basic net liability of 8 pence per Minerva Share as derived from the Minerva Circular sent to Minerva Shareholders on 2 December 2009. Coupled with the sensitivity of the valuation to the yield assumptions set out above, this illustrates clearly the difficulty in assessing the net asset value per Minerva Share

●

The stockmarket appears not to rely upon the updated pro forma NAV and neither should Minerva Shareholders

Offer premium

●

The Offer of 50 pence per Minerva Share provides both value and certainty for Minerva Shareholders and 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

●

109.4 per cent. to the average Closing Price of 23.87 pence per Minerva Share for the six months up to and including 16 November 2009

Absence of Offer conditions

●

Shareholders should be aware that the Office of Fair Trading has today announced that a relevant merger situation, under the provisions of the Enterprise Act 2002, has not been created in respect of KiFin's anticipated acquisition of Minerva plc.  This confirms that the acquisition does not come within the statutory provisions for a possible reference to the Competition Commission

●

Accordingly, there is only one remaining 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 only needs to receive acceptances in respect of 32,331,193 Minerva Shares for the condition to be satisfied

WIGMORE STREET DISPOSAL

●

The Minerva Circulars state ''Do not sell now … just as the market is recovering.''

●

Yet the Minerva Board has just announced the sale of Wigmore Street

●

KiFin is a long term holder of Minerva Shares and made its offer for the whole company including the Wigmore Street property

●

KiFin communicated its view that Wigmore Street should not be sold to the Minerva Board and its advisers

●

However, given the Minerva Board's decision to proceed with its disposal, KiFin expressed its serious interest to the Minerva Board and its advisers in acquiring the property

●

The Minerva Board chose not to engage KiFin in a competitive process and Minerva Shareholders may therefore have been denied the opportunity to realise a higher value for the property

HISTORIC UNDERPERFORMANCE OF MINERVA

●

In the Minerva Circulars, the Chairman claims that the Minerva Board has ''worked hard to protect and preserve value for our shareholders''. The reality is that the Chairman of Minerva has presided over a significant reduction in shareholder value since his appointment:

●

Since the Chairman's appointment in November 2006, the price of a Minerva Share has fallen by approximately 90 per cent. whereas the reduction in the FTSE All Share Real Estate index over the same period has been approximately 60 per cent. (as calculated by reference to the period prior to the Offer Period)

●

In addition, the Chairman has overseen a reduction in Minerva's NAV of approximately 85 per cent. since his appointment, as calculated by reference to the period prior to the Offer Period

●

Minerva Shareholders should consider in what sense the Chairman has ''protected and preserved value for shareholders'', given the data set out above and the announcement of the sale of Wigmore Street in the face of KiFin's strong opposition to the sale

●

It was in this context that KiFin, who in normal circumstances would not question the judgement of an incumbent board, voted against the reappointment of Oliver Whitehead as Chairman at the Minerva AGM on 4 December 2009

●

KiFin is disappointed that the remaining members of the Minerva Board decided to re-appoint Oliver Whitehead, thereby effectively disenfranchising those Minerva Shareholders who voted against his re-appointment. In addition, KiFin notes that only 18 per cent. of the total number of Minerva Shares was voted in favour of his re-appointment, despite the apparent appointment of proxy solicitation agents over a period before the Minerva AGM, presumably to canvas Shareholders to vote in favour of the Minerva AGM resolutions

●

KiFin supports the appointment, as soon as practicable, of a new Chairman and further non-executive directors with appropriate skills and experience (as is recommended as best practice under the Combined Code)

●

KiFin also voted against those resolutions proposed at the Minerva AGM empowering the Minerva Board to allot (including on a non pre-emptive basis) and re-purchase Minerva Shares, because it believes that the Minerva Board should put forward such resolutions on a case by case basis when the Minerva Board believes there is an appropriate reason (especially as earlier this year, following KiFin's intervention, the Minerva Directors withdrew a resolution that would have had the effect of empowering them to allot a significantly greater number of Minerva Shares than as contemplated under their existing authorities)

1.

Information on the board of KiFin

1.1

Guardian Corporate Services Limited (''GCSL'') is a BVI company and is the corporate director of KiFin; KiFin has no other directors.

1.2

The directors of GCSL are Michael Segerman, Gregory Roediger, Abacus Managers Limited and Abacus Management Limited.

1.3

By a written resolution of the directors of GCSL dated 9 December 2003 and as confirmed in a certificate of incumbency dated 20 May 2009, GCSL authorised certain signatories from time to time of Guardian Trust Company Limited (''GTCL''), a BVI company, to act as corporate representatives of, and be empowered to represent, GCSL in its capacity as corporate director of KiFin (and certain other companies).

1.4

The current authorised signatories of GTCL are Charles Zell Rangecroft, Gregoire Lartigue and Pamela Walker and the current directors are Gregory Roediger, Michael Segerman and Meade Malone. Each of these six individuals has taken responsibility for this announcement, together with Mr Nathan Kirsh.

2.

Responsibility

Nathan Kirsh and the authorised signatories and directors of Guardian Trust Company Limited, whose names are set out in paragraph 1.4 above, accept responsibility for the information in this announcement, save that the only responsibility accepted by such persons in respect of such information as relates to Minerva (which has been compiled from public records) has been to ensure that such information has been correctly and fairly compiled. To the best of the knowledge and belief of Nathan Kirsh and the authorised signatories and directors of Guardian Trust Company Limited (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which he accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

3.

Financial information on KiFin and the Kirsh Group

No financial information is required to be published in respect of the Kirsh Group as a whole or in respect of KiFin and, in each case, no such information has been published in the last three years.

4.

Other information

4.1

Save as disclosed in this announcement, as at 10 December 2009 (being the last practicable date before the publication of this announcement), there has been no material change to any information previously published by, or on behalf of, KiFin during the Offer Period.

5.

Bases and sources

5.1

Share prices are sourced from the daily official list of the London Stock Exchange and represent the closing middle market price for Minerva Shares on the relevant dates.

5.2

Reference to the challenges faced in securing tenants on acceptable terms for The Walbrook and St Botolphs developments is based upon information contained in, respectively, pages 3 and 12 of the Minerva Circular.

5.3

Information on Nomura's letting of Watermark Place has been sourced from an article, dated 1 September 2009, from www.propertyweek.com.

5.4

Reference to the early stage nature of the Lancaster Gate development is based on information sourced from page 16 of the Minerva Circular; reference to its planning consents is drawn from page 18 of the Minerva Annual Report.

5.5

References to the encouragement to Minerva Shareholders not to sell their Minerva Shares just as the market is recovering, is sourced from the 'Letter from the Chairman' on page 4 of the Minerva Circular.

5.6

Calculations in relation to the percentage of properties within the Minerva property portfolio which are speculative are sourced from column 4 of the table on page 21 of the Minerva Circular entitled 'Pro Forma statement of NAV per Minerva Share'.

5.7

Reference to the percentage of properties within the Minerva property portfolio which have not already secureddevelopment finance is based on information sourced from page 22 of the Minerva Annual Report.

5.8

Information referring to properties pertaining to which final and sufficient planning consent has not been obtained is sourced in relation to:

 (A)

the Ram Brewery: from page 19 of the Minerva Annual Report; page 32 of the Minerva Circular and Wandsworth Council website;

 (B)

the Croydon Estate: from Croydon Council website and page 19 of the Minerva Annual Report;

 (C)

the Odeon Kensington property: from page 33 of the Minerva Circular and page 18 of the Minerva Annual Report; and

 (D)

 the Leinster House Hotel: from page 33 of the Minerva Circular and page 19 of the Minerva Annual Report.

5.9

Information relating to the significant absence of institutional investors on Minerva's share register is sourced from the Minerva share register as at 20 November 2009.

5.10

Reference to the significant prominence attributed to an updated pro forma NAV of 95 pence is sourced from page (ii) of the Minerva Circular.

5.11

References to the discount to NAV of Minerva Shares widening from 19 per cent. on 16 November 2009 to 35 per cent. on 10 December 2009, are sourced from the EPRA NAV per Minerva Share of 47.1 pence as set out in the Minerva Annual Report and the Closing Price on 16 November 2009 and the EPRA NAV per Minerva Share of 94.6 pence as set out in the Minerva Circular and the Closing Price on 10 December 2009.

5.12

Illustrations of the sensitivities of Pro Forma NAV per Minerva Share to yield assumptions for The Walbrook and St Botolphs are sourced from page 9 of the Minerva Circular.

5.13

Information in relation to the upward valuation of NAV by approximately 33p in respect of derivative financial instruments is sourced from the unaudited pro forma statement of net assets per Minerva Share contained in Appendix I on page 20 of the Minerva Circular.

5.14

The Chairman's quote concerning the preservation of value for Minerva Shareholders is sourced from the 'Letter from the Chairman' on page 4 of the Minerva Circular.

5.15

Reference to the decline in Minerva Share value since the Chairman's appointment in November 2006 up to the commencement of the Offer Period is sourced from the price of Minerva Shares, as per Thomson Datastream.

5.16

Reference to the decline in Minerva's NAV (prior to the commencement of the Offer period) is sourced from page 20 of the Minerva Annual Report and page 1 of the audited reports and accounts of Minerva plc for the year ended 30 June 2006.

5.17

References to the number of Minerva Shareholders who voted in favour of the re-election of Oliver Whitehead as a director of Minerva is drawn from information announced through the Regulatory News Service by Minerva.

5.18

References to the apparent appointment by Minerva of proxy solicitation agents is sourced from the letter to Minerva Shareholders, dated 25 November 2009 which contains reference to Salisbury Associates.

5.19

The number of Minerva Shares in issue is based upon the disclosure by Minerva on 1 October 2009, that it has 161,174,373 Minerva Shares in issue.

5.20

Unless otherwise stated information relating to Minerva's financial position, activities, assets and liabilities has been extracted from the Minerva Annual Report and the Minerva Circular.

5.21

The quote attributed to J.P. Morgan Cazenove was extracted from a JPMorgan Cazenove research note dated 18 November 2009.

5.22

Reference in this paragraph 5 to the Minerva Circular relate to the circular sent by Minerva to Minerva Shareholders on 2 December 2009.

''Board of Minerva'' or ''Minerva Directors''

the board of directors of Minerva at the date of this announcement;

''Business Day''

a day (other than a Saturday or a Sunday or UK public holidays) on which banks are generally open for business in London;

''BVI''

the British Virgin Islands;

''CBRE''

CB Richard Ellis Limited;

''certificated'' or ''in certificated form''

the description of a share or other security which is not in uncertificated form (that is, not held in CREST);

''Closing Price''

the closing middle market price of a Minerva Share as derived from the daily official list of the London Stock Exchange;

''City Code''

the City Code on Takeovers and Mergers (as amended or interpreted from time to time);

''Computershare''

Computershare Investor Services plc;

''CREST''

the relevant system (as defined in the Regulations) to facilitate the transfer of title to shares in uncertified form in respect of which Euroclear is the operator (as defined in the Regulations);

''CREST Manual''

the manual issued by Euroclear from time to time;

''EPRA''

European Public Real Estate Association;

''Euroclear''

Euroclear & Ireland Limited;

''Exchange Act''

the US Securities Exchange Act of 1934;

''Form of Acceptance''

the form of acceptance and authority which accompanied the Offer Document, and is for use in connection with the Offer (and ''Forms of Acceptance'' shall be construed accordingly);

''holder''

a registered holder and includes any person entitled by transmission;

''Investec''

Investec Investment Banking, a division of Investec Bank plc, financial adviser to KiFin;

''KiFin''

a private company incorporated under the laws of the BVI with company number 1440556;

''KiFin Directors'' or ''Board of KiFin''

the directors of Guardian Trust Company Limited who are, by way of a certificate of incumbency dated 20 May 2009, authorised to act as corporate representatives empowered to represent Guardian Corporate Services Limited, the sole director of KiFin Limited;

''Kirsh Group''

an informal association of enterprises (which includes KiFin) that are ultimately owned or controlled by trusts created or initiated by Mr Nathan Kirsh;

''London Stock Exchange''

London Stock Exchange plc;

''Minerva''

Minerva plc, a public company incorporated under the laws of England with company number 2649607;

''Minerva Annual Report''

the annual report and accounts of Minerva for the year ended 30 June 2009;

''Minerva AGM''

the annual general meeting of Minerva held on 4 December 2009;

''Minerva Circulars'' or ''Circulars''

the documents sent by Minerva to Minerva Shareholders on 2 December 2009 and 7 December 2009 recommending that they reject the Offer;

''Minerva Shareholder'' or ''Shareholder''

a holder of a Minerva Share and ''Minerva Shareholders'' and ''Shareholders'' shall be construed accordingly;

"Minerva Share Schemes"

The Minerva plc 2005 Executive Incentive Plan and the Minerva 2001 Share Save Scheme.

''Minerva Shares''

the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 25 pence each in the capital of Minerva and any further such shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes or, subject to the provisions of the City Code, such earlier date or dates as KiFin may determine, including without limitation any such shares unconditionally allotted or issued upon the exercise or vesting of options and awards granted under the Minerva Share Schemes;

''NAV''

the net asset value per Minerva Share, calculated in accordance with EPRA guidelines and as reported by Minerva;

''Offer''

the cash offer being made by KiFin to acquire all of the Minerva Shares not already owned by KiFin on the terms and subject to the condition set out in the Offer Document and, in the case of Shareholders holding Minerva Shares in certificated form, in the Form of Acceptance, including, where the context permits or requires, any subsequent revision, variation, extension or renewal of thereof;

''Offer Document''

the document dated 23 November 2009 containing the terms of and conditions to the Offer;

''Offer Period''

has the meaning given in Section B of Part II of the Offer Document;

''Offer Price''

50 pence in cash per Minerva Share;

''Overseas Shareholders''

Minerva Shareholders (or nominees of, or custodians or trustees for Minerva Shareholders) who are resident in or are nationals or citizens of jurisdictions outside of the United Kingdom and the United States;

''Regulations''

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;

''Regulatory Information Service''

means any of the services set out in Appendix 3 to the listing rules of the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 as amended from time to time and contained in the Financial Services Authority's publication of the same name;

''Restricted Jurisdiction''

any jurisdiction in relation to which the extension or acceptance of the Offer to such jurisdiction would violate the laws of such jurisdiction, or where local laws or regulation may result in a significant risk of civil, regulatory or criminal exposure if information on the Offer is sent or made available to Minerva Shareholders in that jurisdiction;

''Restricted Overseas Shareholder''

an Overseas Shareholder who is resident in, or a citizen of, a Restricted Overseas Jurisdiction (or any nominee of, or custodian or trustee for such person);

''SEC''

the US Securities and Exchange Commission;

''TTE instruction''

a Transfer to Escrow instruction (as defined by the CREST manual issued by Euroclear from time to time);

''UK'' or ''United Kingdom''

the United Kingdom of Great Britain and Northern Ireland;

''uncertificated'' or in ''uncertificated form''

recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST;

''United States'' or ''US''

the United States of America and all its possessions and territories; and

''Wigmore Street''

5 Welbeck Street, 42 Wigmore Street and 44-48 Wigmore Street, London W1.