Agreed offer by Indiabulls

RNS Number:9182O
DEV Property Development PLC
28 February 2008



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION






                  Indiabulls Real Estate Limited ("IBREL")
                            Recommended Offer for
                    Dev Property Development plc ("DPD")



Summary

*       The boards of IBREL and DPD are pleased to announce that they have
reached agreement on the terms of a recommended offer for the entire issued and
to be issued share capital of DPD. It is intended that the Offer will be
implemented by way of a court approved scheme of arrangement under section 152
of the Isle of Man Companies Act 1931.

*       Under the terms of the Offer, DPD Shareholders will receive 0.12091 New
IBREL GDRs for each DPD Share.

*       The Offer values the existing ordinary share capital of DPD at
approximately £138.0 million and each DPD Share at 100.00p based on (a) the
Indian Closing Price of 654.40Rs per IBREL Share on 27 February 2008 and (b) a
currency exchange rate of GBP1.00 to 79.12140Rs. The Offer represents a premium
of approximately:

*       32.5 per cent. to the closing middle market price of 75.50p per DPD
Share on 27 February 2008; and

*       34.4 per cent. to the average closing middle market price of 74.40p per
DPD Share for the six months up to and including 27 February 2008.

*       IBREL is issuing a postal ballot notice to IBREL Shareholders
concurrently with this announcement in respect of certain resolutions required
in connection with the Offer relating to the issue of the New IBREL GDRs. The
notice to IBREL Shareholders includes a recommendation from the board of
directors of IBREL to vote in favour of these resolutions.

*       IBREL has a current market capitalisation of approximately £2.0 billion,
projects (including those currently under acquisition) covering a total land
area in excess of 10,000 acres and is one of the largest listed real estate
companies in India. IBREL projects include high-end office and commercial
spaces, premium residential developments, integrated townships, luxury resorts
and special economic zones. IBREL is part of the Indiabulls group of companies
with interests spanning financial services, securities and capital markets,
retail, power, real estate and infrastructure. The Indiabulls group of companies
has a current consolidated market capitalisation of approximately £4.0 billion.

*       DPD focuses on investment in commercial and residential real estate
developments in cities in India. DPD's initial portfolio consists of interests
in two development projects in Mumbai and one special economic zone project in
the Greater Mumbai region. At an extraordinary general meeting held on 25
January 2008, DPD Shareholders approved a proposal to dispose of its entire
interest in the two development projects in Mumbai to Indiabulls Properties
Investment Trust ("IPIT"), a Singapore-based business trust that has applied for
permission to list units (representing undivided interests in IPIT) on the Main
Board of Singapore Exchange Securities Trading Limited (the "SGX-ST").  Disposal
of the two interests is conditional, inter alia, upon the successful completion
by IPIT of an offering of units to investors by way of an international
placement and the listing of units on the SGX-ST, and accordingly there can be
no certainty that these disposals will complete. The minimum consideration
payable to DPD for the disposal of its two interests will be £114 million,
subject to adjustment upwards. The majority of this consideration will be
satisfied through the issue of units in IPIT with the balance satisfied in cash.
  Further details about this transaction are set out in the DPD Shareholder
Circular dated 9 January 2008.

*       IBREL and its subsidiaries also hold an interest in the two development
projects in Mumbai referred to above. IBREL and its subsidiaries are also
proposing to dispose of their interests in the two projects to IPIT. This will
achieve a more simplified ownership structure for those assets.

*       The Offer is not conditional upon completion of the sale by DPD to IPIT
of its interests in the two projects in Mumbai.

*       If the sale by DPD of its interests in these two projects in Mumbai to
IPIT is completed, DPD's assets will subsequently comprise only the
consideration received for such interests (i.e. cash and units in IPIT) and its
interest in a long-term development in the special economic zone in Greater
Mumbai.  IBREL believes that this asset is more likely to reach its maximum
potential as part of the IBREL group and DPD Shareholders (other than certain
overseas shareholders) will be able to participate in any increase in value as
shareholders in IBREL.

*       The Independent Directors of DPD (which excludes Tarun Tyagi who is the
Chief Financial Officer of IBREL and so has taken no part in the decision by the
DPD board to recommend the Offer), who have been so advised by Numis, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
Independent Directors of DPD, Numis has taken into account the commercial
assessments of the Independent Directors of DPD. Accordingly, the Independent
Directors of DPD intend to recommend unanimously that DPD Shareholders vote in
favour of the Scheme and the resolutions at the Court Meeting and the DPD EGM.

Commenting on the Offer, Sameer Gehlaut, Chairman of IBREL, said:



"Indiabulls Real Estate Limited is pleased to have received the DPD board's
recommendation to accept our Offer for DPD. We believe the Offer provides DPD
Shareholders with the continued opportunity to participate in the exciting
future of these assets and other IBREL projects."



Commenting on the Offer, Rishi Khosla, Chairman of DPD, said:



"The Independent Directors of DPD are pleased to recommend this offer to the DPD
Shareholders, which is at a significant premium to the current market price, and
should allow most of our shareholders to continue to participate in the upside
of our assets as well as the additional benefit of participating in the future
upside of IBREL's larger, more diversified asset base."



This summary should be read in conjunction with and is subject to the full text
of the attached announcement and the appendices. Certain terms used in this
summary are defined in Appendix III to the attached announcement.



Merrill Lynch is acting exclusively as financial adviser and corporate broker to
IBREL.



Numis is acting exclusively as financial adviser and corporate broker to DPD in
respect of the Offer. Numis is also NOMAD to DPD.





Enquiries:



IBREL                                            Telephone: [phone]
Rajiv Rattan


Merrill Lynch                                    Telephone: [phone]
Noah Bulkin
George Close-Brooks


DPD                                              Telephone: [phone]
Rishi Khosla
Richard Melhuish


Numis                                            Telephone: [phone]
Michael Meade
Nick Westlake



Merrill Lynch, which is regulated in the UK by the Financial Services Authority,
is acting exclusively for IBREL in connection with the Offer and no-one else and
will not be responsible to anyone other than IBREL for providing the protections
afforded to clients of Merrill Lynch or for providing advice in relation to the
Offer or any other matters referred to in this announcement.


Numis, which is authorised and regulated in the UK by the FSA, is acting
exclusively for DPD as the independent financial adviser to DPD for the purposes
of providing independent advice to the directors of DPD on the Offer under Rule
3 of the City Code and no-one else in connection with the Offer and will not be
responsible to anyone other than DPD for providing the protections afforded to
clients of Numis nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.



Forward looking statements


This announcement contains statements about IBREL and DPD that are or may be
forward looking statements. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words "
targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "
may", "anticipates", "estimates", "synergies", "cost savings", "projects", "
strategy" or, words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include statements
relating to the following: (i) the expected timetable for completing this
transaction, future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects of IBREL, DPD or the combined group; (ii)
business and management strategies and the expansion and growth of IBREL's,
DPD's or the combined group's operations and potential synergies resulting from
the acquisition; and (iii) the effects of government regulation on IBREL's,
DPD's or the combined group's business.



These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of IBREL or DPD. These forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause them to differ from the actual results, performance or
achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. Investors are cautioned not to place
undue reliance on the forward looking statements, which speak only as of the
date they were made. All subsequent oral or written forward looking statements
attributable to IBREL or DPD or any of their respective members, directors,
officers or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All forward
looking statements included in this announcement are based on information
available to IBREL and DPD on the date hereof. Investors should not place undue
reliance on such forward looking statements, and we undertake no obligation to
publicly update or revise any forward looking statements.



No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for either IBREL or DPD as appropriate.



Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of IBREL or of DPD, 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 Business Day following
the date of the relevant transaction.  This requirement will continue until the
date on which the Scheme becomes effective or 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 IBREL or DPD, 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 City Code, all "dealings" in "relevant
securities" of IBREL or of DPD by IBREL or DPD, or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
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 City 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.


Distribution of Document and Other Matters

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



This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to those documents or otherwise in any jurisdiction in which such offer
or solicitation is unlawful.  This announcement has  been prepared in connection
with a proposal in relation to a scheme of arrangement pursuant to, and for the
purpose of, complying with Isle of Man law and the City Code and information
disclosed may not be the same as that which would have been prepared in
accordance with laws of jurisdictions outside the United Kingdom.  Nothing in
this document or the accompanying documents should be relied upon for any other
purpose.



The statements contained herein are made as at the date of this announcement,
unless some other time is specified in relation to them, and the issue of this
announcement shall not give rise to any implication that there has been no
change in the facts set forth herein since that date.  Nothing contained herein
shall be deemed to be a forecast, projection or estimate of the future financial
performances of DPD or IBREL, except where otherwise stated.



No person has been authorised to make any representations on behalf of DPD or
IBREL concerning the Offer or the Scheme which are inconsistent with the
statements contained herein and any such representations, if made, may not be
relied upon as having been so authorised.



This announcement does not constitute a prospectus or prospectus equivalent
document.



No person should construe the contents of this document as legal, financial or
tax advice and should consult their own advisers in connection with the matters
contained herein.



The New IBREL GDRs to be issued in connection with the Offer, have not been, and
will not be, registered under the Securities Act or under the securities laws of
any state, district or other jurisdiction of the United States, Australia,
Canada or Japan and no regulatory clearance in respect of the New IBREL GDRs has
been, or will be, applied for in any jurisdiction other than Luxembourg and
India.



This announcement is not an offer for sale of securities in the United States.
The New IBREL GDRs and the IBREL Shares represented thereby may not be offered
or sold in the United States absent registration under the Securities Act or an
exemption from registration. Any public offering of securities to be made in the
United States will be made by means of a prospectus that may be obtained from
IBREL and that will contain detailed information about the company and
management, as well as financial statements.  Copies of this announcement are
not being made available in and may not be distributed or sent into Australia,
Canada or Japan.



Rule 2.10


In accordance with Rule 2.10 of the City Code, DPD confirms that as at the close
of business on 27 February 2008 it had 138,000,000 ordinary shares of 1 pence
each in issue.  The International Securities Identification Number (ISIN) for
DPD's ordinary shares is IM00B1NB0F19.



In accordance with Rule 2.10 of the City Code, IBREL confirms that as at the
close of business on 27 February 2008 it had 240,835,066 ordinary shares of 2Rs
each in issue. The International Securities Identification Number (ISIN) for
IBREL's ordinary shares is INE069I01010.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION



27 February 2008 (London)




                    Indiabulls Real Estate Limited ("IBREL")

                             Recommended Offer for

                      Dev Property Development plc ("DPD")





1.                  Introduction

The boards of IBREL and DPD are pleased to announce that they have reached
agreement on the terms of a recommended offer for the entire issued and to be
issued share capital of DPD.



2.                  The Offer

It is intended that the Offer will be implemented by way of a court approved
scheme of arrangement under section 152 of the Isle of Man Companies Act 1931.

The Offer, which will be on and subject to the Conditions and further terms set
out in Appendix I to this announcement and the full terms and conditions to be
set out in the Scheme Document, will be made on the following basis:



          for each DPD Share                 0.12091 New IBREL GDRs



The Offer values the existing ordinary share capital of DPD at approximately
£138.0 million and each DPD Share at 100.00p based on (a) the Indian Closing
Price of 654.40Rs per IBREL Share on 27 February 2008 and (b) a currency
exchange rate of GBP1.00 to 79.12140Rs. The Offer represents a premium of
approximately:

*       32.5 per cent. to the closing middle market price of 75.50p per DPD
Share on 27 February 2008; and

*       34.4 per cent. to the average closing middle market price of 74.40p per
DPD Share for the six months up to and including 27 February 2008.



3.                  Background to and reasons for the Transaction

DPD focuses on investment in commercial and residential real estate developments
in cities in India. DPD's initial portfolio consists of interests in two
development projects in Mumbai and one special economic zone project in the
Greater Mumbai region. At an extraordinary general meeting held on 25 January
2008, DPD Shareholders approved a proposal to dispose of its entire interest in
the two development projects in Mumbai to Indiabulls Properties Investment Trust
("IPIT"), a Singapore based business trust that will apply for permission to
list units (representing undivided interests in IPIT) on the Main Board of
Singapore Exchange Securities Trading Limited (the "SGX-ST").  The disposal of
the two interests is conditional, inter alia, upon the successful completion by
IPIT of an offering of units to investors by way of an international placement
and offering to the public in Singapore and the listing of units on the SGX-ST
and accordingly there can be no certainty that the disposals will complete. The
minimum consideration payable to DPD for the disposal of its two interests will
be £114 million, subject to adjustment upwards. The majority of this
consideration will be satisfied through the issue of units in IPIT with the
balance to be satisfied in cash.  Further details about this transaction are set
out in the DPD Shareholder Circular dated 9 January 2008.

IBREL and its subsidiaries also hold an interest in the two development projects
in Mumbai referred to above and are also proposing to dispose of their interests
in these projects to IPIT. This will achieve a more simplified ownership
structure for those assets. The Offer is not conditional upon completion of the
sale by DPD to IPIT of its interests in the two projects in Mumbai.

If the sale by DPD of its interests in those two projects in Mumbai to IPIT were
to be completed, DPD's assets would subsequently comprise only the consideration
received for such interests and its interest in a long-term development in the
special economic zone in Greater Mumbai.  IBREL believes that this asset is more
likely to reach its maximum potential as part of the IBREL group and DPD
Shareholders (other than certain overseas shareholders) will be able to
participate in any increase in value as shareholders in IBREL.



4.                  Recommendation

The Independent Directors of DPD (which excludes Tarun Tyagi who is the Chief
Financial Officer of IBREL and so has taken no part in the decision of the DPD
board to recommend the Offer), who have been so advised by Numis, consider the
terms of the Offer to be fair and reasonable. In providing advice to the
Independent Directors of DPD, Numis has taken into account the commercial
assessments of the Independent Directors of DPD. Accordingly, the Independent
Directors of DPD intend to recommend unanimously that DPD Shareholders vote in
favour of the Scheme and the resolutions at the Court Meeting and the DPD EGM.

Numis is acting as independent financial adviser to DPD for the purposes of
providing independent financial advice to the Directors on the Offer under Rule
3 of the City Code.



5.                  Background to and reasons for the recommendation

In deciding to recommend the Offer, the Independent Directors of DPD have taken
into account a number of factors, including the following:

*                     the Offer value allows DPD Shareholders to realise their
investment at a 32.5 per cent. premium to DPD's closing price of 75.50p on 27
February 2008;

*                     the Offer value allows DPD Shareholders to realise their
investment at a 34.4 per cent. premium to DPD's average closing middle market
price of 74.40p for the six months up to and including 27 February 2008;

*                     by being offered New IBREL GDRs, DPD Shareholders (other
than certain overseas shareholders) are able to continue to benefit from the
upside of the assets DPD holds as well as participating in the upside of a
larger, more diversified asset base held by IBREL;

*                     by being offered New IBREL GDRs, DPD Shareholders (other
than certain overseas shareholders) will, subject to satisfying certain
conditions, be able to convert these into IBREL Shares, which are a more liquid
instrument than the current shares in DPD, and they may find it easier to
realise their investment for cash if required; and

*                     the New IBREL GDRs trade at a discount to what consensus
research analysts estimate to be the current net asset value of IBREL and by
being offered New IBREL GDRs, DPD Shareholders (other than certain overseas
shareholders) will get the benefit of this discount.



6.                  Information on DPD

DPD is a real estate investment company incorporated in the Isle of Man in
December 2006.  The company's investment strategy focuses on commercial and
residential real estate development in India.

The net asset value of DPD, pursuant to the unaudited financial statements of
DPD dated 30 September 2007, was £148.4 million.

In January 2007, following its initial public offering of ordinary shares (the "
IPO"), DPD was admitted to AIM, a market operated by the London Stock Exchange
plc.  In February 2007, DPD used the net proceeds of the IPO to acquire minority
interests in three development projects from indirect subsidiaries of IBREL. Two
of these development projects are commercial real estate projects located in the
Lower Parel area of central Mumbai, (the "One Indiabulls Centre" and "
Elphinstone Mills" projects, respectively) and one is a multi-product special
economic zone in the Greater Mumbai region. The interests in these three
development projects comprise DPD's entire real estate portfolio.



Foundvest Limited, a wholly-owned subsidiary of IBREL, provides investment
management services in respect of DPD's real estate portfolio.



On 9 January 2008, DPD announced that it proposed to dispose of its interests in
the One Indiabulls Centre and Elphinstone Mills projects to IPIT, a
Singapore-based business trust (the "IPIT Transaction"). As the IPIT
Transaction, if consummated, will result in the disposal of a significant
portion of the DPD's current investment portfolio, pursuant to the AIM Rules,
the consent of the DPD Shareholders was sought for the IPIT Transaction. A
circular describing the IPIT Transaction and convening an extraordinary general
meeting of DPD was posted to the DPD Shareholders on 9 January 2008. The
extraordinary general meeting was held on 25 January 2008 and the resolutions to
approve the IPIT Transaction were passed by the DPD Shareholders.



7.                  Information on IBREL

IBREL has a current market capitalisation of approximately £2.0 billion,
projects (including those currently under acquisition) covering a total land
area in excess of 10,000 acres and is one of the largest listed real estate
companies in India. IBREL projects include high-end office and commercial
spaces, premium residential developments, integrated townships, luxury resorts
and special economic zones. IBREL is part of the Indiabulls group of companies
with interests spanning financial services, securities and capital markets,
retail, power, real estate and infrastructure. The Indiabulls group of companies
has a current consolidated market capitalisation of approximately £4.0 billion.



8.                  Information on the business trust transaction

IPIT is an IBREL sponsored Singapore-based business trust established with the
principal objectives of investing in and developing primarily income producing
office space in India and investing in real-estate related assets.  It is
proposed that DPD's and IBREL's interests in the One Indiabulls Centre and
Elphinstone Mills projects will be sold to a wholly owned subsidiary of IPIT.


It is expected that IPIT will finance the acquisitions of interests in the One
Indiabulls Centre and Elphinstone Mills projects from DPD and IBREL by offering
units representing undivided interests in IPIT by way of an international
placement to investors and an offering to the public in Singapore. In addition,
part of the consideration paid to DPD and IBREL for the interests in these
projects will be satisfied by issuing units in IPIT to the relevant subsidiaries
of DPD and IBREL.

The disposal of the two interests is conditional, inter alia, upon the
successful completion by IPIT of the offering of units to investors by way of
the international placement and listing of units on the SGX-ST and accordingly
there can be no certainty that the disposals will complete. The minimum
consideration payable to DPD for the disposal of its two interests will be £114
million, subject to adjustment upwards. The majority of the consideration will
be  satisfied through the issue of units in IPIT with the balance settled in
cash.  Further details about this transaction are set out in the DPD Shareholder
Circular dated 9 January 2008.

Successful completion of the disposals will result in DPD becoming liable for
performance fees payable to Foundvest Limited, an investment manager which
provides services to the DPD Group, and a wholly owned subsidiary of IBREL.
These fees are estimated to be £5.6 million, but could be higher depending on
the consideration payable to DPD.



9.                  Plans for DPD

Completion of the Offer is not expected to lead to any immediate operational
changes in DPD.  However, if the sale of DPD's development assets to IPIT has
not been completed by the Effective Date, IBREL intends to facilitate the taking
of any outstanding steps to allow the sale to complete and would subsequently
focus on the management of DPD's remaining assets.



10.              IBREL Shareholder Approvals

It will be necessary for IBREL Shareholders to approve the issue of the New
IBREL GDRs under Section 81(1A) of the Indian Companies Act 1956 and the Offer
under Section 372A of the Indian Companies Act, 1956 by postal ballot.  A notice
to IBREL Shareholders seeking this approval is being posted today and the
declaration of the result of the postal ballot is expected to be announced on 29
March 2008. The notice to IBREL Shareholders will include a recommendation from
the board of directors of IBREL to vote in favour of these resolutions.  IBREL
will also be providing listing particulars in connection with the New IBREL GDRs
to be issued in connection with the Offer.



11.              Structure of the Offer

It is intended that the Offer will be implemented by means of a scheme of
arrangement between DPD and the DPD Shareholders under section 152 of the Isle
of Man Companies Act 1931. The procedure involves an application by DPD to the
Court to sanction the Scheme and to confirm the cancellation of the DPD Shares,
in consideration for which DPD Shareholders will receive New IBREL GDRs (as
described in paragraph 2 above).

To become effective, the Scheme requires, amongst other things, the approval of
a majority in number of the DPD Shareholders present and voting in person or by
proxy at the Court Meeting, representing not less than 75 per cent. in value of
the DPD Shares held by such DPD Shareholders, together with the sanction of the
Court and the passing of the resolutions necessary to implement the Scheme at
the DPD EGM. The Scheme will only become effective upon delivery to the
Registrar of Companies of a copy of the Court order and the registration of the
Court order. Upon the Scheme becoming effective, it will be binding on all DPD
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the DPD EGM.

The Offer will be made on the terms and subject to the Conditions set out in
this announcement and to be set out in the Scheme Document, including the
obtaining of relevant regulatory approvals, approvals of IBREL Shareholders as
referred to in paragraph 10, approvals by DPD Shareholders and the sanction of
the Scheme by the Court. The Scheme Document will include full details of the
Scheme, together with notices of the Court Meeting and the DPD EGM and the
expected timetable. The Scheme documentation will be despatched to DPD
Shareholders in due course.



12.              Management and employees

IBREL has given assurances to DPD that the existing employment rights, including
pension rights, of all of the management and employees of DPD and its affiliates
as required by applicable law and the relevant employment contracts will be
fully safeguarded upon the Offer becoming effective or being declared
unconditional in all respects.



13.              Issuance of IBREL GDR Shares

Each New IBREL GDR will represent one IBREL Share. The New IBREL GDRs will in
due course be fungible with and form a single series with the Existing IBREL
GDRs.



The New IBREL GDRs, and the IBREL Shares to be represented by the New IBREL
GDRs, have not been, and will not be, registered under the Securities Act. The
New IBREL GDRs and the IBREL Shares represented thereby will be subject to
customary restrictions in respect of transfers into the United States or India.



Holders of New IBREL GDRs (each, a "Holder") will be entitled to receive
dividends, pursuant to the terms of the deposit agreement between IBREL and
Deutsche Bank Trust Company Americas (the "Depositary") (the "Deposit Agreement
"), to the same extent as the holders of IBREL Shares, less the fees, taxes,
duties, charges, costs and expenses payable under such Deposit Agreement,
including any Indian tax applicable to such dividends. Cash dividends on the
IBREL Shares, if any, will be paid in rupees and, subject to any restrictions
imposed by Indian law, regulations or applicable permits, will be converted into
US dollars by the Depositary in the manner provided in the Deposit Agreement and
distributed to Holders of New IBREL GDRs. IBREL has not declared any dividends
since its incorporation on 4 April 2006.



Holders of New IBREL GDRs will have no voting rights with respect to the IBREL
Shares deposited with ICICI Bank Limited as custodian pursuant to the terms of
the Deposit Agreement (the "Deposited Shares"). The Depositary will not exercise
any voting rights in respect of the Deposited Shares unless it is permitted to
do so by law. If so permitted, the Depositary will, at the direction of the
board of directors of IBREL (subject to the advice of local counsel taken by the
Depositary and IBREL at the expense of IBREL) either vote as directed by the
board of directors of IBREL or give a proxy or power of attorney to vote the
Deposited Shares in favour of a director of IBREL or other person or vote in
same manner as those shareholders designated by the board of directors of IBREL.
A valid corporate decision of IBREL will bind the Depositary and the Holders
notwithstanding these restrictions on voting rights. The Depositary shall in no
circumstances exercise any discretion with respect to the voting of the
Deposited Shares. IBREL Shares which have been withdrawn from the depositary
facility and transferred on IBREL's register of members to a person other than
the Depositary or its nominee may be voted by the holders thereof. However,
Holders or owners of New IBREL GDRs may not receive sufficient advance notice of
shareholder meetings to enable them to withdraw the IBREL Shares and vote at
such meetings.



Application will be made for the New IBREL GDRs to be listed on the official
list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF
Market of the Luxembourg Stock Exchange. The Existing IBREL GDRs are listed on
the official list of the Luxembourg Stock Exchange and admitted to trading on
the Euro MTF Market of the Luxembourg Stock Exchange.



All of IBREL's outstanding shares, including the IBREL Shares represented by the
Existing IBREL GDRs, have been admitted to listing on the Bombay Stock Exchange
and the National Stock Exchange of India and an application will be made for the
IBREL Shares underlying the New IBREL GDRs to be admitted to the Bombay Stock
Exchange and the National Stock Exchange of India.



A holder of New IBREL GDRs may elect to surrender all or part of his New IBREL
GDRs and hold the underlying IBREL Shares directly upon delivery of an executed
order and payment of all necessary fees, expenses, taxes or governmental charges
and otherwise in accordance with the provisions of the New IBREL GDRs. Such
delivery can only occur after the IBREL Shares underlying the New IBREL GDRs
have been listed on the National Stock Exchange of India and the Bombay Stock
Exchange which may take up to 45 days after the issue of the New IBREL GDRs.



Under Indian law there may be certain restrictions on foreign residents holding
IBREL Shares directly. These restrictions may require foreign residents to
obtain prior approvals or registration with the Indian regulators to hold the
IBREL Shares. In such an event, a holder of New IBREL GDRs electing to surrender
his New IBREL GDRs would be able to sell their underlying IBREL Shares through a
local broker on the National Stock Exchange of India or the Bombay Stock
Exchange.



14.              De-listing of DPD Shares

It is intended that, following the Scheme becoming effective and subject to
applicable requirements of the London Stock Exchange, IBREL will procure that
DPD will apply to the London Stock Exchange for cancellation of the admission to
trading of the DPD Shares on the London Stock Exchange's AIM market.

On the Effective Date, share certificates in respect of the DPD Shares will
cease to be valid and entitlements to DPD Shares held within the CREST system
will be cancelled.



15.              Disclosure of interests in DPD

As at 27 February 2008, neither IBREL nor any of the directors of IBREL nor, so
far as IBREL are aware, any party acting in concert with IBREL, has any interest
in, or right to subscribe for, any DPD Shares or securities convertible or
exchangeable into DPD Shares ("DPD Securities"), nor does any such person have
any short position (whether conditional or absolute and whether in the money or
otherwise) including short positions under derivatives or arrangement in
relation to DPD Securities. For these purposes, "arrangement" includes any
indemnity or option arrangement or any agreement or understanding, formal or
informal, of whatever nature, relating to DPD Securities which may be an
inducement to deal or refrain from dealing in such securities. In the interests
of secrecy prior to this announcement, IBREL have not made any enquiries in this
respect of the matters referred to in this paragraph of certain parties who may
be deemed by the Panel to be acting in concert with them for the purposes of the
Scheme. Enquiries of such parties will be made as soon as practicable following
the date of this announcement and any material disclosure in respect of such
parties will be included in the Scheme Document.



16.              Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom and/
or ability of such persons to receive New IBREL GDRs as consideration for their
DPD Shares may be prohibited or affected by the laws of other relevant
jurisdictions. Such persons should inform themselves about, and observe, any
applicable requirements. In particular, where the delivery of New IBREL GDRs to
a DPD Shareholder would or may infringe the laws of any jurisdiction or require
the obtaining of governmental or other consents or registrations or filings
which IBREL or DPD are unable to obtain or with which IBREL or DPD is unable to
comply, or which IBREL or DPD regard as unduly onerous, IBREL and DPD may elect
that either the New IBREL GDRs or the underlying IBREL Shares should be
delivered to a nominee and sold with the proceeds of sale being remitted to the
relevant DPD Shareholder.  No assurance can be given as to the price that will
be received on such sale of New IBREL GDRs.

DPD Shareholders should note that there is a risk that in order to comply with
applicable laws, shareholders in certain jurisdictions will not receive New
IBREL GDRs or IBREL Shares pursuant to the Scheme, in which case such DPD
Shareholders would instead receive the cash proceeds from the sale of the New
IBREL GDRs and/or IBREL Shares to which such shareholder would have otherwise
been entitled in accordance with the preceding paragraph.  In particular, there
is a risk that DPD Shareholders that are US persons (as defined under US
securities laws) will not be permitted to receive IBREL Shares or New IBREL GDRs
and will instead receive cash as described in the preceding sentence.

Further details in relation to overseas shareholders will be contained in the
Scheme Document.



17.              General

IBREL reserves the right, with the consent of the Panel, to elect to implement
the Offer by making a takeover offer for the entire issued and to be issued
share capital of DPD.

If IBREL elects to implement the Offer by a takeover offer, that offer will be
implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme.  Furthermore, if
sufficient acceptances of such offer are received and/or sufficient DPD Shares
are otherwise acquired, it is the intention of IBREL to apply the applicable
statutory provisions to acquire compulsorily any outstanding DPD Shares to which
such offer relates.

The Offer will be subject to the Conditions set out in Appendix I.  Appendix II
contains the bases and sources of certain information contained in this
announcement.  The definitions of certain terms used in this announcement are
set out in Appendix III.




Enquiries:



IBREL                                            Telephone: [phone]
Rajiv Rattan


Merrill Lynch                                    Telephone: [phone]
Noah Bulkin
George Close-Brooks


DPD                                              Telephone: [phone]
Rishi Khosla
Richard Melhuish


Numis                                            Telephone: [phone]
Michael Meade
Nick Westlake




Merrill Lynch, which is regulated in the UK by the Financial Services Authority,
is acting exclusively for IBREL in connection with the Offer and no-one else and
will not be responsible to anyone other than IBREL for providing the protections
afforded to clients of Merrill Lynch or for providing advice in relation to the
Offer or any other matters referred to in this announcement.



Numis, which is authorised and regulated in the UK by the FSA, is acting
exclusively for DPD as the independent financial adviser to DPD for the purposes
of providing independent advice to the directors of DPD on the Offer under Rule
3 of the City Code and no-one else in connection with the Offer and will not be
responsible to anyone other than DPD for providing the protections afforded to
clients of Numis nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.



Forward looking statements



This announcement contains statements about IBREL and DPD that are or may be
forward looking statements. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words "
targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "
may", "anticipates", "estimates", "synergies", "cost savings", "projects", "
strategy" or, words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include statements
relating to the following: (i) the expected timetable for completing this
transaction, future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects of IBREL, DPD or the combined group; (ii)
business and management strategies and the expansion and growth of IBREL's,
DPD's or the combined group's operations and potential synergies resulting from
the acquisition; and (iii) the effects of government regulation on IBREL's,
DPD's or the combined group's business.



These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of IBREL or DPD. These forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause them to differ from the actual results, performance or
achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. Investors are cautioned not to place
undue reliance on the forward looking statements, which speak only as of the
date they were made. All subsequent oral or written forward looking statements
attributable to IBREL or DPD or any of their respective members, directors,
officers or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All forward
looking statements included in this announcement are based on information
available to IBREL and DPD on the date hereof. Investors should not place undue
reliance on such forward looking statements, and we undertake no obligation to
publicly update or revise any forward looking statements.



No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for either IBREL or DPD as appropriate.



Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the City Code), if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of IBREL or of DPD, 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 Business Day
following the date of the relevant transaction.  This requirement will continue
until the date on which the Scheme becomes effective or 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 IBREL or DPD,
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 City Code, all "dealings" in "relevant
securities" of IBREL or of DPD by IBREL or DPD, or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
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 City 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.


Distribution of Document and Other Matters

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



This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to those documents or otherwise in any jurisdiction in which such offer
or solicitation is unlawful.  This announcement has  been prepared in connection
with a proposal in relation to a scheme of arrangement pursuant to, and for the
purpose of, complying with Isle of Man law and the City Code and information
disclosed may not be the same as that which would have been prepared in
accordance with laws of jurisdictions outside the United Kingdom.  Nothing in
this document or the accompanying documents should be relied upon for any other
purpose.



The statements contained herein are made as at the date of this announcement,
unless some other time is specified in relation to them, and the issue of this
announcement shall not give rise to any implication that there has been no
change in the facts set forth herein since that date.  Nothing contained herein
shall be deemed to be a forecast, projection or estimate of the future financial
performances of DPD or IBREL, except where otherwise stated.



No person has been authorised to make any representations on behalf of DPD or
IBREL concerning the Offer or the Scheme which are inconsistent with the
statements contained herein and any such representations, if made, may not be
relied upon as having been so authorised.



This announcement does not constitute a prospectus or prospectus equivalent
document.



No person should construe the contents of this document as legal, financial or
tax advice and should consult their own advisers in connection with the matters
contained herein.



The New IBREL GDRs to be issued in connection with the Offer, have not been, and
will not be, registered under the Securities Act or under the securities laws of
any state, district or other jurisdiction of the United States, Australia,
Canada or Japan and no regulatory clearance in respect of the New IBREL GDRs has
been, or will be, applied for in any jurisdiction other than Luxembourg and
India.



This announcement is not an offer for sale of securities in the United States.
The New IBREL GDRs and the IBREL Shares represented thereby may not be offered
or sold in the United States absent registration under the Securities Act or an
exemption from registration. Any public offering of securities to be made in the
United States will be made by means of a prospectus that may be obtained from
IBREL and that will contain detailed information about the company and
management, as well as financial statements.  Copies of this announcement are
not being made available in and may not be distributed or sent into Australia,
Canada or Japan.



Rule 2.10



In accordance with Rule 2.10 of the City Code, DPD confirms that as at the close
of business on 27 February 2008 it had 138,000,000 ordinary shares of 1.00p each
in issue.  The International Securities Identification Number (ISIN) for DPD's
ordinary shares is IM00B1NB0F19.



In accordance with Rule 2.10 of the City Code, IBREL confirms that as at the
close of business on 27 February 2008 it had 240,835,066 ordinary shares of
2.00Rs each in issue. The International Securities Identification Number (ISIN)
for IBREL's ordinary shares is INE069I01010.


                                   APPENDIX I



               CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER





1.         Conditions of the Scheme



The Offer is conditional upon the Scheme becoming or being declared
unconditional and becoming effective, by not later than 30 June 2008 or such
later date (if any) as DPD and IBREL may agree and the Court and the Panel may
allow.



The Scheme is conditional upon:



(a)        the approval of the Scheme by a majority in number representing 75
per cent. or more in value of the DPD Shareholders present and voting, either in
person or by proxy, at the Court Meeting or at any adjournment of that meeting;



(b)        the resolutions required to approve and implement the Scheme being
duly passed by the requisite majority(s) at the DPD EGM or at any adjournment of
that meeting; and



(c)        the sanction (with or without modification, on terms reasonably
acceptable to DPD and IBREL) of the Scheme and confirmation of the Reduction of
Capital by the Court and an office copy of the Scheme Court Order and the
Reduction Court Order being delivered for registration to the Isle of Man
Companies Registry and registration of the Reduction Court Order by the
Registrar of Companies, together with a minute approved by the Court under
section 59 of the Isle of Man Companies Act 1931.



2.         Conditions of the Offer



DPD and IBREL have agreed that, subject as stated below, the Offer is also
conditional upon the following Conditions, and, accordingly, that the necessary
actions to make the Scheme effective will not be taken unless such Conditions
(as amended if appropriate) have been satisfied or waived:



(a)                the approval by the IBREL Shareholders of such resolution or
resolutions as are necessary to approve, implement and effect the Offer,
including a resolution or resolutions to authorise the issue of the New IBREL
GDRs;



(b)                the admission to the official list of the Luxembourg Stock
Exchange of the New IBREL GDRs to be issued in connection with the Offer in
accordance with the rules of such exchange becoming effective and the admission
of the New IBREL GDRs to trading on the EURO MTF Market of the Luxembourg Stock
Exchange in accordance with the rules of such exchange becoming effective or, if
IBREL and DPD so determine, the Luxembourg Stock Exchange agreeing to list the
New IBREL GDRs on the official list and agreeing to admit the New IBREL GDRs to
trading subject only to (i) the allotment of such New IBREL GDRs becoming
effective and/or (ii) the Scheme becoming effective;



(c)                except as (i) publicly announced in accordance with the AIM
Rules or Disclosure and Transparency Rules or other applicable requirements by
DPD or IBREL prior to the date hereof; (ii) disclosed in the DPD Shareholder
Circular; (iii) disclosed in the annual report and accounts for DPD for the
period ended 31 March 2007 or (iv) disclosed in the annual report and accounts
for IBREL for the period ended 31 March 2007 there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any member
of the wider DPD Group or wider IBREL Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, which in
consequence of the Offer or the proposed acquisition of any shares or other
securities in DPD or IBREL or because of a change in the control or management
of DPD or IBREL or otherwise, would or might reasonably be expected to  result
(in each case to an extent which is adverse to and material in the context of
the wider DPD Group or the wider IBREL Group taken as a whole (as the case may
be)) in:



(i)                 any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;



(ii)               any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or modified or affected or any obligation or
liability arising or any action being taken or arising thereunder;



(iii)              any assets or interests of any such member being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;



(iv)             the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member;



(v)               the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body (or
any arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;



(vi)             the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;



(vii)            any such member ceasing to be able to carry on business under
any name under which it presently does so; or



(viii)          the creation of any liability, actual or contingent, by any such
member,



and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider DPD Group or wider IBREL Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, would could
result in, or might reasonably be expected to result in, any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
paragraph (c);



(d)            no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other body or person
whatsoever in any jurisdiction (each a "Third Party") having decided to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or might
reasonably be expected to (in each case to an extent which is adverse to and
material in the context of the wider DPD Group or the wider IBREL Group taken as
a whole (as the case may be)):



(i)                 require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of the wider IBREL
Group or any member of the wider DPD Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof;



(ii)               require, prevent or delay the divestiture by any member of
the wider IBREL Group of any shares or other securities in DPD;



(iii)              impose any limitation on, or result in a delay in, the
ability of any member of the wider IBREL Group or the wider DPD Group or
indirectly to acquire or to hold or to exercise  effectively any rights of
ownership in respect of shares or loans or securities convertible into shares or
any other securities (or the equivalent) in any member of the wider DPD Group or
the wider IBREL Group or to exercise management control over any such member;



(iv)             otherwise adversely affect the business, assets, profits or
prospects of any member of the wider IBREL Group or any member of the wider DPD
Group to an extent which is adverse to and material in the context of the wider
IBREL Group or the wider DPD Group taken as a whole (as the case may be);



(v)               make the Offer or its implementation or the acquisition or
proposed acquisition by IBREL or any member of the wider IBREL Group of any
shares or other securities in, or control of, DPD void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the
same, or impose additional conditions or obligations with respect thereto, or
otherwise challenge or interfere therewith;



(vi)             require any member of the wider IBREL Group or the wider DPD
Group to acquire or offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider DPD Group or the wider IBREL
Group owned by any third party;



(vii)            impose any limitation on the ability of any member of the wider
DPD Group or wider IBREL Group to co-ordinate its business, or any part of it,
with the businesses of any other member of the wider DPD Group or wider IBREL
Group respectively; or



(viii)          result in any member of the wider DPD Group or wider IBREL Group
ceasing to be able to carry on business under any name under which it presently
does so,



and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any DPD Shares having expired, lapsed or been terminated;



(e)        all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by any
member of the wider IBREL Group of any shares or other securities in, or control
of, DPD and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals or the proposed
acquisition of any shares or other securities in, or control of, DPD by any
member of the wider IBREL Group having been obtained in terms and in a form
reasonably satisfactory to IBREL and DPD from all appropriate third parties or
persons with whom any member of the wider DPD Group or wider IBREL Group has
entered into contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances, permissions
and approvals reasonably together with all authorisations, orders, recognitions,
grants, licences, confirmations, clearances, permissions and approvals
reasonably necessary or appropriate to carry on the business of any member of
the wider DPD Group or wider IBREL Group remaining in full force and effect and
all filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke or not to renew any of the same
at the time at which the Scheme becomes effective otherwise unconditional and
all necessary statutory or regulatory obligations in any jurisdiction having
been complied with;



(f)                 except as (i) publicly announced in accordance with the AIM
Rules or Disclosure and Transparency Rules by DPD or IBREL prior to the date
hereof; (ii) disclosed in the DPD Shareholder Circular; (iii) disclosed in the
annual report and accounts for DPD for the period ended 31 March 2007; or (iv)
disclosed in the annual report and accounts for IBREL for the period ended 31
March 2007, no member of the wider DPD Group or wider IBREL Group (as the case
may be) having, since 31 March 2007:



(i)                 save as between DPD and wholly-owned subsidiaries of DPD or
between IBREL and wholly owned subsidiaries of IBREL issued, authorised or
proposed the issue of additional shares of any class;



(ii)               save as between DPD and wholly-owned subsidiaries of DPD or
IBREL and wholly owned subsidiaries of IBREL issued or agreed to issue,
authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;



(iii)              other than to another member of the DPD Group or IBREL Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise;



(iv)             save for intra-DPD Group or intra-IBREL Group transactions,
merged or demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course of business;



(v)               save for intra-DPD Group or intra-IBREL Group transactions,
made or authorised or proposed or announced an intention to propose any change
in its loan capital;



(vi)             save for intra-DPD Group of intra-IBREL Group transactions,
issued, authorised or proposed the issue of any debentures or, other than in the
ordinary course of its business, incurred or increased any indebtedness or
become subject to any contingent liability;



(vii)            purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital;



(viii)          implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or changed the terms of any contract with any director or senior
executive of DPD or IBREL as the case may be;



(ix)             entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or could be restrictive on the
businesses of any member of the wider DPD Group or the wider IBREL Group or
which involves or could involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business and which is material in
the context of the wider DPD Group or the wider IBREL Group in each case taken
as a whole;



(x)               taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;



(xi)             entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the wider DPD Group or the
wider IBREL Group other than to a nature and extent which is normal in the
context of the business concerned;



(xii)            waived or compromised any claim otherwise than a claim of an
amount in the ordinary course of business which is immaterial in the context of
the business of the wider DPD Group or of the wider IBREL Group in each case
taken as a whole; or



(xiii)          entered into any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to, effect any of
the transactions, matters or events referred to in this condition,



and, for the purposes of sub-paragraphs (iii), (iv), (v) and (vi) of this
condition, the term "DPD Group" shall mean DPD and its wholly-owned subsidiaries
and the term "IBREL Group" shall mean IBREL and its wholly-owned subsidiaries;



(g)        except as (i) publicly announced in accordance with the AIM Rules or
Disclosure and Transparency Rules by DPD or IBREL prior to the date hereof; (ii)
disclosed in the DPD Shareholder Circular; (iii) disclosed in the annual report
and accounts for DPD for the period ended 31 March 2007; or (iv) disclosed in
the annual report and accounts for IBREL for the period ended 31 March 2007 (as
the case may be):



(i)                  no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the wider DPD Group or wider IBREL Group;



(ii)                no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the wider DPD Group or wider IBREL
Group is or may become a party (whether as a plaintiff, defendant or otherwise)
and no investigation by any Third Party against or in respect of any member of
the wider DPD Group or wider IBREL Group having been instituted, announced or
threatened by or against or remaining outstanding in respect of any member of
the wider DPD Group or wider IBREL Group which in any such case might be
expected to adversely affect the wider DPD Group or wider IBREL Group as the
case may be;



(iii)               no contingent or other liability having arisen or become
apparent to IBREL or DPD which would be likely to adversely affect any member of
the wider IBREL Group or wider DPD Group as the case may be; and



(iv)              no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the wider DPD Group or wider IBREL Group which in either case is
necessary for the proper carrying on of their business;



(h)               except as (i) publicly announced in accordance with the AIM
Rules or Disclosure and Transparency Rules by DPD or IBREL prior to the date
hereof; (ii) disclosed in the DPD Shareholder Circular; (iii) disclosed in the
annual report and accounts for DPD for the period ended 31 March 2007; or (iv)
disclosed in the annual report and accounts for IBREL for the period ended 31
March 2007 (as the case may be) DPD not having discovered in relation to the
wider IBREL Group and IBREL not having discovered in relation to the wider DPD
Group that:



(i)                 that any financial, business or other information concerning
the wider DPD Group or wider IBREL Group as contained in the information
publicly disclosed at any time by or on behalf of any member of the wider DPD
Group or wider IBREL Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading;



(ii)               that any member of the wider DPD Group or wider IBREL Group
is subject to any material liability (contingent or otherwise) which is not
disclosed in the annual report and accounts of DPD for the year ended 31 March
2007 or the annual report and accounts of IBREL for the year ended 31 March 2007
(as the case may be); or



(iii)              any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider DPD Group or
the wider IBREL Group and which is material to the context of the wider DPD
Group or wider IBREL Group, in each case when taken as a whole; and



(i)                 except as (i) publicly announced in accordance with the AIM
Rules or Disclosure and Transparency Rules by DPD or IBREL prior to the date
hereof; (ii) disclosed in the DPD Shareholder Circular; (iii) disclosed in the
annual report and accounts for DPD for the period ended 31 March 2007; or (iv)
disclosed in the annual report and accounts for IBREL for the period ended 31
March 2007 (as the case may be):



(i)         no past or present member of the wider DPD Group or wider IBREL
Group has failed to comply with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to the disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health or animal health or
otherwise relating to environmental matters, or that there has otherwise been
any such disposal, spillage, release, discharge, leak or emission (whether or
not the same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken place) any of
which disposal, spillage, release, discharge, leak or emission would be
reasonably likely to give rise to any liability (actual or contingent) on the
part of any member of the wider DPD Group or wider IBREL Group and which is
material in the context of the wider DPD Group or wider IBREL Group as the case
may be; or



(ii)        there is, or is reasonably likely to be, for that or any other
reason whatsoever, any liability (actual or contingent) of any past or present
member of the wider DPD Group or wider IBREL Group to make good, repair,
reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the wider DPD Group or wider IBREL Group, under any
environmental legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction and which is material to the
context of the wider DPD Group or wider IBREL Group as a whole.



For the purposes of these Conditions the "wider DPD Group" means DPD and its
subsidiary undertakings, associated undertakings and any other undertaking in
which DPD and/or such undertakings (aggregating their interests) have a
significant interest and the "wider IBREL Group" means IBREL and its subsidiary
undertakings, associated undertakings and any other undertaking in which IBREL
and/or such undertakings (aggregating their interests) have a significant
interest and for these purposes "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the Companies Act 2006
and "significant interest" means a direct or indirect interest in ten per cent,
or more of the equity share capital (as defined in the Companies Act 2006).



Conditions 2 (a) and (b) must be fulfilled by, and Conditions 2 (c) to (i)
(inclusive) fulfilled or waived by the Effective Date (or in each such case such
later date as IBREL may, with the consent of the Panel, decide).  Neither IBREL
nor DPD shall be under any obligation to waive or treat as satisfied any of
Conditions 2 (c) to (i) (inclusive) by a date earlier than the Effective Date
notwithstanding that the other Conditions of the offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment. Both IBREL and DPD may waive any of the Conditions (other than
Conditions 2 (a) and (b)) with regard to the other party in their sole
discretion.



If IBREL is required by the Panel to make an offer for DPD Shares under the
provisions of Rule 9 of the Code, IBREL may make such alterations to any of the
above Conditions as are necessary to comply with the provisions of that Rule.



IBREL reserves the right to elect (with the consent of the Panel, where
necessary) to implement the Offer by way of a takeover offer as it may determine
in its absolute discretion.  In such event, such offer will be implemented on
the same terms, so far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments to reflect the change in method of effecting
the Offer, including (without limitation and subject to the consent of the
Panel) an acceptance condition set at 90 per cent. (or such lesser percentage,
being more than 50 per cent., as IBREL may decide): (i) in nominal value of the
shares to which such offer relates; (ii) of the voting rights attached to those
shares; and (iii) of the voting rights normally exercisable at a general meeting
of DPD, including, for this purpose, any such voting rights attaching to DPD
Shares that are unconditionally allotted or issued before the takeover offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise.



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions.  Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.



The Offer will be governed by the laws of the Isle of Man and is subject to the
jurisdiction of the Isle of Man Courts. The Offer will comply with the
requirements of the City Code, the AIM Rules and with US federal securities law
(except to the extent that exemptive relief has been granted by the SEC).



Certain Further Terms



The Scheme will not proceed if, before the date of the Court Meeting and the DPD
EGM, the European Commission initiates proceedings under Article 6(1)(c) of
Council Regulation (EEC) 139/2004 in respect of the Offer or any matter arising
from or relating to the Offer or any matter arising from or relating to the
Offer is referred to the Competition Commission.



Fractions of New IBREL GDRs will not be allotted or issued pursuant to the
Offer.  Fractional entitlements to New IBREL GDRs will be aggregated and sold in
the market and the net proceeds of sale distributed pro rata to persons entitled
thereto.



This announcement is not an offer for sale of securities in the United States.
The New IBREL GDRs and the IBREL Shares represented thereby have not been and
will not be registered under the Securities Act and may not be offered or sold
in the United States absent registration under the Securities Act or an
exemption from registration.  Any public offering of securities to be made in
the United States will be made by means of a prospectus that may be obtained
from IBREL and that will contain detailed information about the company and
management, as well as financial statements.  Copies of this announcement are
not being made available in and may not be distributed or sent into Australia,
Canada or Japan.



In any case where the delivery of New IBREL GDRs to an DPD Shareholder would or
may infringe the laws of any jurisdiction or would or may require IBREL or DPD
to obtain or observe any governmental or other consent or any registration,
filing or other formality (including ongoing requirements) with which IBREL or
DPD is unable to comply, or which IBREL or DPD regards as unduly onerous, IBREL
and DPD may, determine that either the New IBREL GDRs or the underlying IBREL
shares shall be delivered to a nominee and then sold with the proceeds of sale
being remitted to the relevant DPD Shareholder.  No assurance can be given as to
the price that will be received for such New IBREL GDRs sold as described in
this paragraph.



The New IBREL GDRs will be issued free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other interests of any
nature whatsoever and together with all your rights attaching thereto and will
represent one IBREL Share. All of IBREL's currently outstanding shares have been
admitted to listing on the Bombay Stock Exchange and the National Stock Exchange
of India and all of the IBREL Shares represented by the New IBREL GDRs will be
issued fully paid and an application will be made for listing of such IBREL
Shares on the Bombay Stock Exchange and the National Stock Exchange of India.
The New IBREL GDRs will have the same rights and be subject to the same
conditions as all Existing IBREL GDRs, subject to certain non-material technical
differences.


                                  APPENDIX II



                               BASES AND SOURCES



Sources of information and bases of calculation



In this announcement:



*          the value attributed to the existing issued ordinary share capital of
DPD is based upon 138,000,000 DPD Shares in issue at the date of this
announcement;



*          all prices quoted for DPD Shares are closing prices on the relevant
date and are derived from the Daily Official List of the London Stock Exchange;



*          all prices quoted for IBREL Shares are the average of the closing
prices for IBREL Shares on the National Stock Exchange of India and the Bombay
Stock Exchange on the relevant date;



*          market capitalisations for IBREL and the Indiabulls group of
companies are sourced from Bloomberg on 27 February 2008; and



*          unless otherwise stated, a currency exchange rate of GPB1.00 to
79.12140Rs has been used, being the exchange rate at 3:30 p.m. in Mumbai on 27
February 2008 (being the time the market closes in Mumbai), as sourced from
Bloomberg.




                                  APPENDIX III



                                  DEFINITIONS


"AIM Rules"                           the AIM Rules for Companies published by the  London Stock Exchange
                                      from time to time;

"Bombay Stock Exchange"               the Bombay Stock Exchange Limited;

"Business Day"                        a day, other than a Saturday or Sunday or public holiday or bank
                                      holiday, on which banks are generally open for normal business in
                                      the City of London;

"City Code"                           the City Code on Takeover and Mergers;

"Companies Act 2006"                  the United Kingdom Companies Act 2006, as amended;

"Conditions"                          the conditions to the implementation of the Scheme and the Offer,
                                      which are set out in Appendix I of this announcement;

"Court"                               the High Court of Justice in the Isle of Man;

"Court Meeting"                       the meeting of the DPD Shareholders to be convened by order of the
                                      Court pursuant to section 152 of the Isle of Man Companies Act 1931
                                      to consider and, if thought fit, approve the Scheme (with or
                                      without amendment) (and any adjournment thereof);

"Disclosure and Transparency Rules"   the Disclosure and Transparency Rules, as published by the
                                      Financial Services Authority;

"DPD"                                 Dev Property Development plc, a company incorporated in the Isle of
                                      Man with registered number 118630C;

"DPD EGM"                             the extraordinary general meeting of the DPD Shareholders that is
                                      proposed to be convened in connection with the Scheme (and any
                                      adjournment thereof);

"DPD Group"                           DPD and its subsidiary undertakings;

"DPD Shareholders"                    the holders of the DPD Shares, from time to time;

"DPD Shareholder Circular"            the circular to DPD Shareholders and Notice of Extraordinary
                                      General Meeting of DPD dated 9 January 2008;

"DPD Shares"                          the ordinary shares of 1 pence each in the capital DPD;

"Effective Date"                      the date on which the Scheme becomes effective in accordance with
                                      its terms;

"Existing IBREL GDRs"                 the IBREL global depositary receipts listed on the Luxembourg Stock
                                      Exchange and admitted to trading on its Euro MTF Market in issue as
                                      at the date of this document;

"IBREL"                               Indiabulls Real Estate Limited, a company incorporated under the
                                      laws of India with registered number U45101DL2006PLC148314;

"IBREL Group"                         IBREL and its subsidiary undertakings;

"IBREL Shares"                        ordinary shares of 2Rs each in the capital of IBREL;

"IBREL Shareholders"                  the holders of the IBREL Shares, from time to time;

"Independent Directors of DPD"        the directors of DPD other than Tarun Tyagi;

"Indian Closing Price"                the average of the closing middle market prices for an IBREL Share
                                      on the National Stock Exchange of India and the Bombay Stock
                                      Exchange on the relevant date;

"Isle of Man Companies Registry" or   the Registrar of Companies in the Isle of Man;
"Registrar of Companies"

"Merrill Lynch"                       Merrill Lynch International;

"National Stock Exchange of India"    the National Stock Exchange of India Ltd.;

"New IBREL GDRs"                      means the new IBREL global depositary receipts, each representing 1
                                      IBREL Share, to be issued in accordance with the Scheme and to be
                                      listed on the Luxembourg Stock Exchange and admitted to trading on
                                      its Euro MTF Market;

"Numis"                               Numis Securities Limited;

"Offer"                               the offer by IBREL for the entire issued and to be issued ordinary
                                      share capital of DPD to be implemented by way of the Scheme and the
                                      other matters relevant thereto to be considered at the Court
                                      Meeting and the DPD EGM or, in IBREL's absolute discretion, with
                                      the consent of the Panel, by way of a takeover offer;

"Reduction Court Order"               the order of the Court confirming the Reduction of Capital;

"Reduction of Capital"                the proposed reduction of the share capital of DPD associated with
                                      the cancellation and extinguishing of the DPD Shares provided for
                                      by the Scheme;

"Scheme"                              the scheme of arrangement proposed to be made under section 152 of
                                      the Isle of Man Companies Act 1931 between DPD and the DPD
                                      Shareholders with or subject to any modification, addition or
                                      condition approved or imposed by the Court and agreed to by DPD and
                                      IBREL;

"Scheme Court Order"                  the order of the Court sanctioning the Scheme under section 152 of
                                      the Isle of Man Companies Act 1931 and confirming the Reduction of
                                      Capital;

"Scheme Document"                     the circular in respect of the Scheme to be despatched to DPD
                                      Shareholders and other setting out, amongst other things, the full
                                      terms and conditions to implementation of the Scheme as well as the
                                      Scheme itself and the notice of the Court Meeting and the DPD EGM;
"Securities Act"                      the United States Securities Act 1933, as amended;

"Takeover Panel" or "Panel"           the Panel on Takeovers and Mergers which administers The City Code
                                      on Takeovers and Mergers; and

"United States" or "US"               the United States of America.





                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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