Offer for Bulgarian Property

RNS Number:9115J
Windsorville Investments Ltd.
14 December 2007

   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN

                                   CASH OFFER

                                       BY

                          WINDSORVILLE INVESTMENTS LTD

                                      FOR

                      BULGARIAN PROPERTY DEVELOPMENTS PLC

Summary

*   The Board of Directors of Windsorville announces that it will make a cash 
    offer of 64 pence for each Bulgarian Property Developments Share.  The 
    Offer is final and will not be revised or amended under any
    circumstances.

*   The Offer values the entire issued share capital of Bulgarian Property 
    Developments at approximately £68.5 million.

*   The Offer represents a premium of:

    - 11.8 per cent. to the Closing Price of 57.25 pence for each Bulgarian 
      Property Developments Share on 18 September 2007, the last business day 
      prior to the commencement of the Offer Period; and

   - 11.4 per cent. to the average Closing Price of approximately 57.5 pence for
     each Bulgarian Property Developments Share for the one month period ended 
     18 September 2007.

*  The Offer, if successful, will provide Bulgarian Property Developments 
   Shareholders with a full cash exit in respect of their holdings of
   Bulgarian Property Developments Shares at a sizeable premium to Bulgarian
   Property Developments' average share price during the period prior to the
   commencement of the Offer Period.

*  Windsorville has acquired 26,846,818 Bulgarian Property Developments Shares,
   representing approximately 25.1 per cent. of the issued share capital of 
   Bulgarian Property Developments, at a price between 63.25 and 64 pence for 
   each Bulgarian Property Developments Share.

*  The Offer Document and Form of Acceptance will be posted to Bulgarian 
   Property Developments Shareholders shortly.  The Offer is not being made, 
   directly or indirectly, in or into the United States, Canada, Australia or
   Japan.


Enquiries

Citi (Financial Adviser to Windsorville)                    [phone]
Ian Hart
Grant Kernaghan



This summary should be read in conjunction with the full text of the following
announcement.  Terms used in this summary shall have the meaning given to them
in the full announcement.

The conditions to which the Offer is subject are set out in Appendix 1 to this
announcement.  Appendix 2 to this announcement contains references to the
sources and bases of certain factual information contained in this announcement.
Appendix 3 to this announcement contains definitions of certain expressions used
in this announcement.

This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise.  The Offer will be made solely by the Offer Document and the Form of
Acceptance, which contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted.  Any acceptance or other response to
the Offer should be made on the basis of the information contained in the Offer
Document and Form of Acceptance.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located.  In particular the Offer will not be made directly or indirectly
into the United States, Canada, Australia or Japan.  Persons who are not
resident in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.

Unless permitted by applicable law and regulation, the Offer is not being, and
will not be, made, directly or indirectly, in or into or by the use of the mails
of, or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan.  Accordingly, copies of this announcement and any
other documents related to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
the United States, Canada, Australia or Japan, and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise distribute or send such documents in, into or from such jurisdictions
as doing so may invalidate any purported acceptance of the Offer.

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

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 Bulgarian Property Developments, all "dealings" in any
"relevant securities" of Bulgarian Property Developments by such person
(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 Bulgarian
Property Developments, they will be deemed to be a single person for the purpose
of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Bulgarian Property Developments, by Windsorville or Bulgarian
Property Developments or by any of their respective "associates" (within the
meaning of the Code), must be disclosed by 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 Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.

If you are in doubt as the application of Rule 8 to you, please contact an
independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone on ([phone]) or by fax (+44 (0) 20
7236 7013).

Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Windsorville
and no one else in connection with the Offer and this announcement and will not
be responsible to anyone other than Windsorville for providing the protections
afforded to clients of Citi nor for providing advice in connection with the
Offer or this announcement or any matter referred to herein.




   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN

                                   CASH OFFER

                                       BY

                          WINDSORVILLE INVESTMENTS LTD

                                      FOR

                      BULGARIAN PROPERTY DEVELOPMENTS PLC

1.                  Introduction

The Board of Directors of Windsorville announces that it will make a cash offer
of 64 pence for each Bulgarian Property Developments Share.  The Offer is final
and will not be revised or amended under any circumstances.

Windsorville is a newly-incorporated company formed specifically to make this
offer to Bulgarian Property Developments Shareholders.

The Offer values the entire issued share capital of Bulgarian Property
Developments at approximately £68.5 million.

2.                  The Offer

The Offer, which will be subject to the conditions set out in Appendix 1 to this
announcement and the terms set out in the Offer Document and the Form of
Acceptance, will be made on the following basis:
           for each Bulgarian Property Developments Share 64 pence in cash

The Offer values the entire issued share capital of Bulgarian Property
Developments at approximately £68.5 million.  The Offer is final and will not be
amended or revised under any circumstances.

The Offer represents a premium of:

*   11.8 per cent. to the Closing Price of 57.25 pence for each Bulgarian
    Property Developments Share on 18 September 2007, the last business day 
    prior to the commencement of the Offer Period; and

*   11.4 per cent. to the average Closing Price of approximately 57.5 pence for
    each Bulgarian Property Developments Share for the one month period ended 
    18 September 2007.

The Bulgarian Property Developments Shares to be acquired pursuant to the Offer
will be acquired fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests whatsoever and together with all rights now or hereafter attaching
thereto, including voting rights and, without limitation, the right to receive
and retain in full all dividends and other distributions (if any) declared, made
or paid on or after the date of this announcement.

3.                  Background to and reasons for the Offer

In the current market environment, many listed property companies are trading at
significant discounts to their stated net asset values.  The Board of
Windsorville believes that the Bulgarian property market represents an
attractive long-term investment opportunity.  However, with prevailing market
conditions, the Board of Windsorville believes that the Offer represents an
attractive opportunity for Bulgarian Property Developments Shareholders to
receive a full cash exit in respect of their holdings of Bulgarian Property
Developments Shares at a significant premium to Bulgarian Property Developments'
average share price during the period immediately prior to the commencement of
the Offer Period.

Windsorville intends that an acquisition of Bulgarian Property Developments will
serve as a platform for further investment in the region and possibly broader
investment into Eastern Europe.  Windsorville currently has no intention to
redeploy Bulgarian Property Developments' fixed assets or employees, should the
Offer be successful.

4.                  Market purchases

On 19 September 2007, Windsorville acquired 26,031,818 Bulgarian Property
Developments Shares, representing approximately 24.4 per cent. of the issued
share capital of Bulgarian Property Developments, at a price of 64 pence for
each Bulgarian Property Developments Share.

Windsorville has made subsequent market purchases of 815,000 Bulgarian Property
Developments Shares at a price of between 63.25 and 64 pence for each Bulgarian
Property Developments Share.  Therefore, in total, Windsorville has acquired
26,846,818 Bulgarian Property Developments Shares, representing 25.1 per cent.
of the issued share capital of Bulgarian Property Developments.

5.                   Information on Windsorville

Windsorville was incorporated on 12 September 2006 in The Bahamas.  It has not
traded prior to making the Offer.  The registered office of Windsorville is Cape
Horn Management Ltd., P.O. BOX N-7776, E.P. Taylor Drive, Lyford Cay, New
Providence, The Bahamas.

6.                  Information on Bulgarian Property Developments

Bulgarian Property Developments primarily focuses on the purchasing of small
plots of land and consolidating them into large sites suitable for commercial
development. Bulgarian Property Developments' ordinary share capital was
admitted to trading on AIM in January 2005.

Bulgarian Property Developments employs approximately 480 employees.

For the year ended 30 June 2007, Bulgarian Property Developments reported
revenues of £483,000 (2006: nil) and a loss on ordinary activities before
taxation of £979,000 (2006: profit of £38,000).  Net assets as at 30 June 2007
were £56,850,000 (2006: £36,825,000).

7.                  Management and employees

Windsorville intends that the existing employment rights, including pension
rights, of all employees of Bulgarian Property Developments will be safeguarded,
should the Offer be successful.

Windsorville currently has no intention to change the place of employment for
any Bulgarian Property Developments management or employees.

8.                  Option holders

The Offer is being extended to any Bulgarian Property Developments Shares which
are issued or unconditionally allotted and fully paid (or credited as fully
paid) while the Offer remains open for acceptance (or, subject to the Code, by
such earlier date as Windsorville may decide), including Bulgarian Property
Developments Shares issued pursuant to the exercise of options.

If the Offer becomes or is declared unconditional in all respects, to the extent
options remain unexercised or have not lapsed, Windsorville will make
appropriate proposals to those option holders in due course.

9.                  Financing of the Offer

The Offer will be financed from Windsorville's existing cash resources.

Citi is satisfied that Windsorville has the necessary financial resources
available to satisfy full acceptance of the Offer.  Full acceptance of the
Offer, after deducting the value of the Bulgarian Property Developments Shares
already owned by Windsorville, would involve a maximum cash payment by
Windsorville of approximately £51.4 million.

10.              Compulsory acquisition, de-listing and cancellation of
admission to trading

Upon the Offer becoming or being declared unconditional in all respects and
sufficient acceptances having been received, Windsorville intends to apply the
provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to
acquire compulsorily the remaining Bulgarian Property Developments Shares on the
same terms as the Offer.

Subject to: (a) Windsorville acquiring 75 per cent. of the issued share capital
of Bulgarian Property Developments and/or (b) the proposed cancellation being
agreed by the shareholders of Bulgarian Property Developments in a general
meeting in accordance with the AIM Rules, Windsorville intends to procure that
Bulgarian Property Developments applies to the London Stock Exchange for the
cancellation of admission to trading of Bulgarian Property Developments Shares
on AIM.

The cancellation of admission to trading of Bulgarian Property Developments
Shares would significantly reduce the liquidity and marketability of any
Bulgarian Property Developments Shares not assented to the Offer.

11.              Offer Document and Form of Acceptance

The Offer Document and Form of Acceptance will be posted to Bulgarian Property
Developments Shareholders shortly, although the Offer is not being made,
directly or indirectly, in or into the United States, Canada, Australia or
Japan.

If you are in any doubt as to the action you should take, you are recommended to
consult your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.

12.              General

Save as disclosed in paragraph 4 above, neither Windsorville, nor any of its
directors, nor to the best of Windsorville's knowledge and belief, any person
acting in concert with Windsorville is interested in or has any rights to
subscribe for any Bulgarian Property Developments Shares or has borrowed or lent
any Bulgarian Property Developments Shares nor does any such person have any
short position whether conditional or absolute and whether in the money or
otherwise (including a short position under a derivative) or any arrangement in
relation to Bulgarian Property Developments Shares.  For these purposes
"interest" includes any long economic exposure, whether conditional or absolute,
to changes in the price of securities and a person is treated as having an
"interest" by virtue of the ownership or control of securities or by virtue of
any options (including traded options) in respect of, or derivative referenced
to, securities and "arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
Bulgarian Property Developments Shares and also includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature relating to Bulgarian Property Developments Shares which may be an
inducement to deal or refrain from dealing in such securities.



Enquiries

Citi (Financial Adviser to Windsorville)
[phone]



Ian Hart

Grant Kernaghan



The conditions to which the Offer is subject are set out in Appendix 1 to this
announcement.  Appendix 2 contains references to the sources and bases of
certain of the factual information contained in this announcement.  Appendix 3
to this announcement contains definitions of certain expressions used in this
announcement.

This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise.  The Offer will be made solely by the Offer Document and the Form of
Acceptance, which contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted.  Any acceptance or other response to
the Offer should be made on the basis of the information continued in the Offer
Document and Form of Acceptance.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located.  In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Australia or Japan.  Persons who are not
resident in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.

Unless permitted by applicable law and regulation, the Offer is not being, and
will not be, made, directly or indirectly, in or into or by the use of the mails
of, or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within the United
States, Canada, Australia or Japan.  Accordingly, copies of this announcement
and any other documents related to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from the United States, Canada, Australia or Japan, and persons
receiving such documents (including custodians, nominees and trustees) must not
mail or otherwise distribute or send such documents in, into or from such
jurisdictions as doing so may invalidate any purported acceptance of the Offer.

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

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 Bulgarian Property Developments, all "dealings" in any
"relevant securities" of Bulgarian Property Developments by such person
(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 Bulgarian
Property Developments, they will be deemed to be a single person for the purpose
of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Bulgarian Property Developments, by Windsorville or Bulgarian
Property Developments or by any of their respective "associates" (within the
meaning of the Code), 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 Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.

If you are in doubt as the application of Rule 8 to you, please contact an
independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone on ([phone]) or by fax (+44 (0)20
7236 7013).

Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Windsorville
and no one else in connection with the Offer and this announcement and will not
be responsible to anyone other than Windsorville for providing the protections
afforded to clients of Citi nor for providing advice in connection with the
Offer or this announcement or any matter referred to in this announcement.

Appendix 1

Conditions and Certain Further Terms of the Offer

The Offer will be subject to the following conditions:

(a)                valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the First Closing Date or such later time(s) and/or
date(s) as Windsorville may, with the consent of the Panel or in accordance with
the Code, decide in respect of not less than 90 per cent. in nominal value (or
such lesser percentage as Windsorville may decide) of the Bulgarian Property
Developments Shares to which the Offer relates, provided that this condition
will not be satisfied unless Windsorville and its wholly-owned subsidiaries
shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise,
Bulgarian Property Developments Shares carrying more than 50 per cent. of the
voting rights normally exercisable at a general meeting of Bulgarian Property
Developments, including for this purpose (to the extent, if any, required by the
Panel) any such voting rights attaching to any Bulgarian Property Developments
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise and for the
purposes of this condition:

(i)                  Bulgarian Property Developments Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting
rights they will carry on issue; and

(ii)                the expression Bulgarian Property Developments Shares to
which the Offer relates shall be construed in accordance with sections 974 to
991 of the Companies Act 2006;

(b)                no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association, institution or
agency (including any trade agency) or any court or other body (including any
professional or environmental body) or person in any jurisdiction (each a
Relevant Authority) having decided to take, instituted or threatened any action,
proceeding, suit, investigation, enquiry or reference or enacted, made or
proposed and there not continuing to be outstanding any statute, regulation,
order or decision that would or might:

(i)                  make the Offer or the acquisition or the proposed
acquisition of any shares in, or control of, Bulgarian Property Developments by
Windsorville void, unenforceable or illegal or directly or indirectly prohibit
or otherwise restrict, delay or interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise challenge or
interfere with, the Offer or the acquisition of any shares in, or control of,
Bulgarian Property Developments by Windsorville;

(ii)                require, prevent or delay the divestiture (or alter the
terms of any proposed divestiture) by the Windsorville Group or the Bulgarian
Property Developments Group of all or any part of their respective businesses,
assets or properties or impose any limitation on their ability to conduct all or
any part of their respective businesses and to own any of their respective
assets or properties;

(iii)               impose any limitation on, or result in any delay in, the
ability of any member of the Windsorville Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of ownership of
shares or other securities (or the equivalent) in, or to exercise management
control over, any member of the Bulgarian Property Developments Group or on the
ability of any member of the Bulgarian Property Developments Group to hold or
exercise effectively, directly or indirectly, all or any rights of ownership of
shares or other securities (or the equivalent) in, or to exercise management
control over, any other member of the Bulgarian Property Developments Group;

(iv)              require any member of the Windsorville Group or of the
Bulgarian Property Developments Group to acquire or offer to acquire any shares
or other securities (or the equivalent) in any member of the Bulgarian Property
Developments Group or any member of the Windsorville Group;

(v)                impose any limitation on the ability of any member of the
Windsorville Group or the Bulgarian Property Developments Group to integrate or
co-ordinate its business, or any part of it, with the businesses or any part of
the businesses of any other member of the Windsorville Group and/or the
Bulgarian Property Developments Group; or

(vi)              otherwise adversely affect the business, assets, financial or
trading position or profits or prospects of any member of the Windsorville Group
or of the Bulgarian Property Developments Group,

(vii)             and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, institute or threaten any such
action, proceeding, suit, investigation, enquiry or reference having expired,
lapsed or been terminated;

(c)                all necessary notifications and filings having been made and
all appropriate waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired, lapsed
or been terminated in each case in respect of the Offer and the acquisition of
any shares in, or control of, Bulgarian Property Developments by Windsorville
and all authorisations, orders, grants, recognitions, confirmations, licences,
consents, clearances, permissions and approvals (authorisations) necessary or
appropriate in any jurisdiction for or in respect of the Offer and the proposed
acquisition of any shares in, or control of, Bulgarian Property Developments by
Windsorville being obtained in terms and in a form satisfactory to Windsorville
from appropriate Relevant Authorities or from any persons or bodies with whom
any member of the Windsorville Group or the Bulgarian Property Developments
Group has entered into contractual arrangements and such authorisations together
with all authorisations necessary or appropriate for any member of the Bulgarian
Property Developments Group to carry on its business remaining in full force and
effect and no intimation of any intention to revoke, suspend, restrict or modify
or not to renew any of the same having been made and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;

(d)                except as publicly announced by Bulgarian Property
Developments prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or fairly disclosed in writing
to Windsorville by Bulgarian Property Developments by reference to this
condition prior to the date of this announcement, there being no provision of
any agreement, arrangement, licence or other instrument to which any member of
the Bulgarian Property Developments Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or subject which, as a
result of the making or implementation of the Offer or the acquisition or
proposed acquisition by Windsorville of any shares in, or change in the control
or management of, Bulgarian Property Developments or otherwise, would or might
result in (in any case to an extent which is materially adverse in the context
of the Bulgarian Property Developments Group taken as a whole):

(i)                  any monies borrowed by or any other indebtedness (actual or
contingent) of any such member of the Bulgarian Property Developments Group
becoming repayable or capable of being declared repayable immediately or earlier
than the stated repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;

(ii)                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 of the Bulgarian Property Developments Group or any such
security interest (whenever arising or having arisen) becoming enforceable;

(iii)               any assets or interest of any such member of the Bulgarian
Property Developments Group 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 in or over the whole or any part of the business, property or assets of
any such member of the Bulgarian Property Developments Group;

(v)                the interest or business of any such member of the Bulgarian
Property Developments Group in or with any other person, firm or company (or any
agreements or arrangements relating to such interest or business) being
terminated or adversely modified or affected;

(vi)              any such member of the Bulgarian Property Developments Group
ceasing to be able to carry on business under any name under which it presently
does so;

(vii)             the value of any such member of the Bulgarian Property
Developments Group or its financial or trading position or prospects being
prejudiced or adversely affected; 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 or other instrument to which any member of the Bulgarian
Property Developments Group is a party or by or to which any such member or any
of its assets may be bound or be subject, could result in any events or
circumstances as are referred to in subparagraphs (i) to (viii) of this
paragraph (e) in any case where such result would be material in the context of
the Bulgarian Property Developments Group taken as a whole;

(e)                except as publicly announced by Bulgarian Property
Developments prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service), no member of the Bulgarian
Property Developments Group having since 14 December 2007:

(i)                  issued or agreed to issue or authorised the issue of
additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save as between Bulgarian Property Developments and wholly-owned
subsidiaries of Bulgarian Property Developments or redeemed, purchased or
reduced any part of its share capital;

(ii)                sold or transferred or agreed to sell or transfer any
treasury shares;

(iii)               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, other than a distribution by any
wholly-owned subsidiary of Bulgarian Property Developments;

(iv)              implemented or authorised any merger or demerger or acquired
or disposed of or transferred, mortgaged or charged, or created any other
security interest over, any asset or any right, title or interest in any asset
(including shares and investments) which, in each case, is material in the
context of the Bulgarian Property Developments Group taken as a whole;

(v)                implemented or authorised any reconstruction, amalgamation,
scheme or other transaction or arrangement;

(vi)              made or authorised any change in its loan capital or issued or
authorised the issue of any debentures or incurred or increased any indebtedness
or contingent liability which in each case is material in the context of the
Bulgarian Property Developments Group taken as a whole;

(vii)             entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the
ordinary course of business or which is of a long term, onerous or unusual
nature or magnitude or which involves or could involve an obligation of a nature
or magnitude which is material in the context of the Bulgarian Property
Developments Group taken as a whole;

(viii)           entered into any contract, commitment or arrangement which
would be restrictive on the business of any member of the Bulgarian Property
Developments Group or the Windsorville Group;

(ix)              been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;

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

(xi)              waived, compromised or settled any claim otherwise than in the
ordinary course of business or in a manner or on terms that are material in the
context of the Bulgarian Property Developments Group taken as a whole;

(xii)             entered into or varied the terms of any service agreement or
arrangement with any director or senior executive of Bulgarian Property
Developments;

(xiii)           made or consented to any change to the terms of the trust deeds
constituting the pension schemes established for its directors and/or employees
and/or their dependants or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees; or

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

(f)                 since 30 June 2007, except as publicly announced by
Bulgarian Property Developments prior to the date of this announcement (by the
delivery of an announcement to a Regulatory Information Service) or fairly
disclosed in writing by Bulgarian Property Developments to Windsorville by
reference to this condition, in each case prior to the date of this
announcement:

(i)                  no adverse change having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the
Bulgarian Property Developments Group which is material in the context of the
Bulgarian Property Developments Group taken as a whole;

(ii)                no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Bulgarian Property
Developments Group or to which any member of the Bulgarian Property Developments
Group is a party (whether as plaintiff or defendant or otherwise) and no
investigation by any Relevant Authority or other investigative body against or
in respect of any member of the Bulgarian Property Developments Group having
been threatened, announced, instituted or remaining outstanding by, against or
in respect of any member of the Bulgarian Property Developments Group to an
extent that is material in the context of the Bulgarian Property Developments
Group taken as a whole; and

(iii)               no contingent or other liability having arisen which would
or might reasonably be expected to adversely affect any member of the Bulgarian
Property Developments Group in a way which is material in the context of the
Bulgarian Property Developments Group taken as a whole;

(g)                Windsorville not having discovered that:

(i)                  any financial, business or other information publicly
disclosed at any time by any member of the Bulgarian Property Developments Group
is misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading which in any
case is material and adverse to the financial or trading position of the
Bulgarian Property Developments Group taken as a whole;

(ii)                any member of the Bulgarian Property Developments Group is
subject to any liability, contingent or otherwise, which is not disclosed in the
Annual Report and Accounts of Bulgarian Property Developments for the year ended
30 June 2007 and which is material in the context of the Bulgarian Property
Developments Group taken as a whole;

(iii)               any past or present member of the Bulgarian Property
Developments Group has failed to comply with any applicable legislation or
regulations of any jurisdiction or any notice or requirement of any Relevant
Authority with regard to the storage, disposal, discharge, spillage, release,
leak or emission of any waste or hazardous or harmful substance or any substance
likely to impair the environment or harm human or animal health or otherwise
relating to environmental matters or that there has otherwise been any such
storage, disposal, discharge, spillage, release, leak or emission (whether or
not the same constituted non-compliance by any person with any such legislation
or regulation, and whenever the same may have taken place), any of which non
compliance would be likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of the Bulgarian Property
Developments Group and which is material in the context of the Bulgarian
Property Developments Group taken as a whole; or

(iv)              there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or clean up any
property now or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Bulgarian Property Developments
Group under any environmental legislation, regulation, notice, circular or order
of any Relevant Authority in any jurisdiction and which is material in the
context of the Bulgarian Property Developments Group taken as a whole.

Windsorville reserves the right at its absolute discretion to waive, in whole or
in part, all or any of the above conditions, except condition (a).

The Offer will lapse unless all the above conditions are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by Windsorville to
have been or remain satisfied by midnight on the day which is 21 days after the
later of the First Closing Date and the date on which the Offer becomes or is
declared unconditional as to acceptances (or such later date as Windsorville
may, with the consent of the Panel or in accordance with the Code, decide).
Windsorville shall be under no obligation to waive or treat as satisfied any of
conditions (b) to (g) inclusive by a date earlier than the date specified above
for the satisfaction thereof, 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.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and those Bulgarian Property Developments Shareholders who have, as at the time
of such lapse, accepted the Offer shall then cease to be bound by their Forms of
Acceptance.

The Offer will be governed by English Law and be subject to the jurisdiction of
the English Courts.

Appendix 2

Sources of Information and Bases of CalculatioN



1.                   The value of the Offer attributable to the entire issued
share capital of Bulgarian Property Developments is based upon 106,966,187
Bulgarian Property Developments Shares in issue as at the close of business on
13 December 2007, being the last business day prior to the date of this
announcement, as obtained from the Rule 2.10 announcement issued by Bulgarian
Property Developments on 21 September 2007.

2.                   Unless otherwise stated, the financial information on
Bulgarian Property Developments is extracted or derived without adjustment from
Bulgarian Property Developments' preliminary announcement of results for the
year ended 30 June 2007 which was released on 27 November 2007.

3.                   The average Closing Price for the one month period to 18
September 2007 is derived from data published by FactSet Research Systems Inc.

Appendix 3

Definitions

In this announcement, the following expressions have the following meanings
unless the context otherwise requires:
AIM                         the Alternative Investment Market of the London Stock Exchange
AIM Rules                   the rules, published by the London Stock Exchange, which set out the rules and
                            responsibilities in relation to companies admitted to AIM
Australia                   the Commonwealth of Australia, its states, territories and possessions
Bulgarian Property          Bulgarian Property Developments plc, a public company registered in England and
Developments                Wales with registered number 05118060
Bulgarian Property          the holders of Bulgarian Property Developments Shares
Developments Shareholders
Bulgarian Property          the existing unconditionally allotted or issued and fully paid ordinary shares of
Developments Shares         twenty-five pence (25p) each in the capital of Bulgarian Property Developments and
                            any further such shares which are unconditionally allotted or issued fully paid
                            prior to the date that the Offer closes (or such earlier date as Windsorville may,
                            with the Panel's consent and subject to the Code, decide)
Bulgarian Property          Bulgarian Property Developments and its subsidiary undertakings
Developments Group
business day                any day, other than a Saturday, Sunday or public or bank holiday, on which banks are
                            generally open for business in the City of London
Canada                      Canada, its provinces, territories and all areas subject to its jurisdiction and any
                            political sub-division thereof
Citi                        Citigroup Global Markets Limited
Closing Price               the closing middle-market price of a Bulgarian Property Developments Share on a
                            particular business day on AIM as published by the London Stock Exchange by way of
                            the Daily Official List
Code                        the Takeover Code published by the Panel
Daily Official List         the daily official list of the London Stock Exchange
First Closing Date          the First Closing Date of the Offer, as will be specified in the Offer Document
Form of Acceptance          the form of acceptance, and authority relating to the Offer which accompanies the
                            Offer Document
Japan                       Japan, its cities, prefectures, territories and possessions
Listing Rules               the Listing Rules of the UK Listing Authority
London Stock Exchange       London Stock Exchange plc
Offer                       the offer being made by Windsorville to acquire the entire issued and to be issued
                            share capital of Bulgarian Property Developments on the terms and subject to the
                            conditions in the Offer Document and the Form of Acceptance (including, where the
                            context so requires, any subsequent revision, variation, extension or renewal of
                            such offer)
Offer Document              the document to be sent to Bulgarian Property Developments Shareholders containing
                            the terms and conditions of the Offer
Offer Period                the period which commenced on 19 September 2007, the date on which Windsorville
                            issued a statement that it was considering a possible offer for Bulgarian Property
                            Developments, and ending on the First Closing Date or, if later, the date the Offer,
                            becomes, or is declared, unconditional as to acceptances, or lapses
Panel                       the Panel on Takeovers and Mergers
Regulatory Information      any of the services set out in Appendix 3 to the Listing Rules from time to time
Service
UK Listing Authority        the Financial Services Authority acting in its capacity as the competent authority
                            for the purposes of Part VI of the Financial Services and Markets Act 2000
United Kingdom or UK        the United Kingdom of Great Britain and Northern Ireland
United States               the United States of America, its territories and possessions, any State of the
                            United States of America and the District of Columbia, and all other areas subject
                            to its jurisdiction
Windsorville                Windsorville Investments Limited, a company incorporated in The Bahamas
Windsorville Group          Windsorville and its subsidiary undertakings

In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.

For the purposes of this announcement subsidiary, subsidiary undertaking,
undertaking and associated undertaking have the meanings given by the Companies
Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act 1985) (and substantial interest means a direct or indirect
interest in 20 per cent. or more of the equity capital of an undertaking).






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

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