Offer Update

 
TIDMBPD 
 
 

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

  For immediate release 
 

  27 April 2009 
 

  CASH OFFER 
 

  by 
 

  WINDSORVILLE INVESTMENTS LTD. 
 

  for 
 

  BULGARIAN PROPERTY DEVELOPMENTS PLC 
 

  Compulsory acquisition and cancellation of listing of Bulgarian Property Developments Plc shares 
 

  On 12 February 2009, the board of directors of Windsorville Investments Ltd. ("Windsorville") announced the terms of a cash offer by Windsorville for the entire issued and to be issued ordinary share capital of Bulgarian Property Developments Plc ("BPD") at a price of 16 pence per BPD Share. The document setting out the background and full terms of the Offer (the "Offer Document") was posted to BPD Shareholders on 19 February 2009. The Offer was declared unconditional in all respects on 6 March 2009. 
 

  The board of directors of Windsorville announces that as at 1.00 p.m. (London time) on 27 April 2009, valid acceptances of the Offer had been received in respect of a total of 67,211,749 BPD Shares, representing approximately 62.09 per cent. of the existing issued share capital of BPD. 
 

  Prior to the Offer, Windsorville owned 38,498,253 BPD Shares, representing approximately 35.56 per cent. of the existing issued share capital of BPD. 
 

  In total, therefore, as at 1.00 p.m. (London time) on 27 April 2009, Windsorville either owns or has received valid acceptances of the Offer in respect of 105,710,002 BPD Shares (representing approximately 97.66 per cent. of the existing issued share capital of BPD). 
 

  Accordingly as Windsorville has received valid acceptances in respect of, or otherwise acquired, more than 90 per cent. in value of BPD Shares to which the Offer relates, Windsorville is implementing the procedure set out in sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily those BPD Shares which it does not already hold, or has not already acquired or contracted to acquire, or in respect of which it has not already received valid acceptances. 
 

  It is expected that compulsory acquisition notices, together with an explanatory letter, will be sent by Windsorville to BPD Shareholders who have not yet validly accepted the Offer on 28 April 2009. It is expected that the transfer of BPD Shares in accordance with the compulsory acquisition notices will take place on 9 June 2009. 
 

  As previously announced, it is expected that admission of BPD's shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 28 April 2009. 
 

  The Offer will remain open for acceptance until further notice. BPD Shareholders who wish to accept the Offer and who have not already done so should, if they hold BPD Shares in certificated form, complete, sign and return the Form of Acceptance to Capita Registrars as soon as possible. BPD Shareholders who have not yet accepted the Offer and who hold BPD Shares in uncertificated form, should accept electronically through CREST so that the TTE instruction settles as soon as possible. BPD Shareholders who hold BPD Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction. As previously announced, settlement of cash consideration in respect of valid acceptances received or made whilst the Offer remains open for acceptance will be despatched (or, in respect of BPD Shares held in uncertificated form, credited through CREST) within 14 days of such acceptances being received. 
 

  Terms defined in the Offer Document dated 19 February 2009 shall have the same meanings in this announcement. 
 

  Save as set out in this announcement neither Windsorville, nor any person acting in concert with Windsorville, has any interest in or right to subscribe for relevant securities of BPD or has any short position in relation to relevant securities of BPD (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of BPD. 
 

  Neither Windsorville, nor any Associate of Windsorville, has any outstanding irrevocable commitment or letter of intent in respect of any relevant securities of BPD. 
 

  Neither Windsorville, nor any person acting in concert with Windsorville, has borrowed or lent any relevant securities of BPD nor has any arrangement in relation to relevant securities been made. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities. 
 

  Enquiries: 
 
Douglas Armstrong, Dickson Minto W.S. 
Tel: [phone] 
 
 

  This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute, or form any part of, an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in respect of certificated BPD Shares, the Form of Acceptance which contain the full terms and conditions of the Offer. Any response to the Offer Document should be made only on the basis of information contained in the Offer Document. BPD Shareholders are advised to read the formal documentation in relation to the Offer carefully. 
 

  The directors of Windsorville and Joseph C. Lewis accept responsibility for the information contained in this announcement.To the best of the knowledge and belief of the directors of Windsorville and Joseph C. Lewis (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 
 

  Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Windsorville in connection with the Offer and for no one else and will not be responsible to anyone other than Windsorville for providing the protections afforded to clients of Dickson Minto W.S., or for giving advice in relation to the Offer or any other matter referred to in this announcement or in the Offer Document. 
 

  Overseas Shareholders 
 

  The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. 
 

  The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility of any securities exchange of, the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All BPD Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document or the Form of Acceptance to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. 
 

  The Offer is capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to the Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected. 
 

  Further details in relation to overseas shareholders are contained in the Offer Document. 
 

  Dealing disclosure requirements 
 

  Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of BPD, all "dealings" in any "relevant securities" of BPD (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 3.30 p.m. (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 BPD, they will be deemed to be a single person for the purposes of Rule 8.3. 
 

  Under the provisions of Rule 8.1. of the Code, all "dealings" in "relevant securities" of BPD by Windsorville or by BPD 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 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 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's website www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone]; fax number [phone].