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RESPONSE TO KIFIN ANNOUNCEMENTS 

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.

The Board of Minerva plc ("Minerva" or the "Company") notes the announcement made by KiFin Limited ("KiFin") today that it has extended its offer of 50 pence per Minerva Share until 1.00pm on 4 January 2010. The Board also notes that:

• Minerva's Pro Forma NAV(1) of 95 pence per Minerva Share is 89% above KiFin's Offer of only 50 pence.

• Minerva's Share price of 77.75 pence per Minerva share, the closing price on Tuesday 22 December, is 56% above KiFin's offer.

• as at 1pm on 23 December 2009, KiFin had received only 826,202  valid acceptances, representing approximately 0.51% of Minerva's issued share capital.

Minerva is today publishing a document responding in detail to the claims made by KiFin in recent announcements, which the Board rejects.  This response is to the announcements issued by KiFin on 11 December 2009, 21 December 2009 and today. A copy of this document will be available at: www.minervaplc.co.uk/investors/kifin.

Minerva's Board rejects KiFin's claims. In particular, Minerva's Board:

• Believes that KiFin's Offer does not offer fair value to shareholders - an offer of only 50 pence per Share is derisory when compared with Minerva's Pro Forma NAV(1) of 95 pence, which is 89% higher.

• Rejects KiFin's claim that its NAV is subjective - it is based on a valuation certified by CB Richard Ellis, a leading global property valuer.  Minerva has provided clear disclosure around its derivative instruments, which fix Minerva's average cost of funding at only 6.5%, including margin, and will unwind as the associated financing matures over time.

• Strongly disagrees with KiFin's claim that Minerva's portfolio will only mature in the medium term - each of Minerva's three key developments are scheduled to be completed within 18 months and each has full planning permission, contrary to KiFin's claim.

• Acts in the interests of ALL Minerva shareholders -  the recent actions taken by Minerva's Board demonstrate this.

• Notes the significant outperformance of Minerva's Shares against the wider real estate sector in recent months - KiFin's attempt to reference Minerva's Share price performance through the severe economic downturn highlights the opportunistic nature of its bid and conveniently ignores Minerva's outperformance as the market has begun to recover.

In summary, Minerva's Board continues to regard KiFin's Offer as an opportunistic and unwelcome attempt to acquire Minerva at a price that significantly undervalues the Company.  It recommends strongly that Shareholders continue to reject KiFin's Offer and continue to take no action.

(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 LLP                                                                                           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. 

The Board has received financial advice from Greenhill. In providing advice to the Board, Greenhill has also taken into account the Board's commercial assessments. 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.

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