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15 December 2009

Minerva plc - Clarification statement regarding press comments

The Board of Minerva plc (the "Company" or "Minerva") notes the press article that appeared in The Telegraph yesterday in which the following reference was made to the potential net asset value per Minerva share:

"Minerva, which last year accepted a 160p offer from Dubai group Limitless that then collapsed, is refusing to put a price on its head for Mr Kirsh. All Mr Hasan will point to is a potential net asset value per share of £2 if the recovery in the property market continues."

The Board of the Company would like to clarify that the reference to a net asset value of £2 per share was made in the context of the historical net asset value of the Company and based upon the historical share price and is not intended to be a forecast of future asset values or of the future net asset value per share of the Company. 

The response circular sent to shareholders on 2 December 2009 states that the Company's Pro Forma NAV is 95 pence per share (1), based upon a valuation by Minerva's independent valuer, CB Richard Ellis Limited ("CBRE"), as at 30 November 2009.

(1) 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. The details of the Pro Forma NAV are set out in Appendix I of the response circular, a copy of which is available at www.minervaplc.co.uk/investors/kifin. 

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 Limited                                                                               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 response circular posted to shareholders on 2 December 2009, a copy of which is available at the website of the Company at http://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.