Offer Update (4353L)

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RNS Number : 4353L

Jupiter Properties 2011 UK Limited

29 July 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

29 July 2011

For immediate release

Recommended cash offer for Minerva plc by Jupiter Properties 2011 UK Limited

Offer declared unconditional as to acceptances

Introduction

On 29 June 2011, the board of Minerva plc ("Minerva") and a consortium (the "Consortium") consisting of funds advised by AREA Property Partners (UK) Limited ("AREA") and a subsidiary of DV4 Limited ("DV4"), which is advised by Delancey Real Estate Asset Management Limited ("Delancey") announced that they had reached agreement on the terms of a recommended cash offer by the Consortium, through a special purpose vehicle Jupiter Properties 2011 UK Limited ("Jupiter"), for the entire issued and to be issued share capital of Minerva (the "Offer").

Level of acceptances

As at 1.00 p.m. (London time) on 29 July 2011, Jupiter had received valid acceptances from Minerva Shareholders in respect of 52,584,887 Minerva Shares, representing approximately 32.61 per cent. of the existing issued ordinary share capital of Minerva (excluding any treasury shares).

These acceptances include those received in respect of 979,960 Minerva Shares, representing approximately 0.61 per cent. of the existing issued share capital of Minerva, which were subject to irrevocable undertakings given by Minerva directors. Irrevocable undertakings given by Minerva directors relating to 3,593,333 Minerva Shares remain outstanding. These outstanding irrevocable undertakings relate to Minerva Shares to be issued pursuant to the Minerva Executive Incentive Plan that will not vest until performance has been determined after the Offer is declared unconditional in all respects.

Furthermore, on 13 July 2011, Jupiter disclosed that its total shareholding in aggregate was 38,888,543 Minerva Shares, representing 24.12 per cent. of the existing issued share capital of Minerva, which Jupiter may count towards satisfaction of the acceptance condition to the Offer.

In aggregate, therefore, Jupiter has acquired, agreed to acquire or received valid acceptances in respect of 91,473,430 Minerva Shares, representing approximately 56.73 per cent. of the existing issued ordinary share capital of Minerva.

Offer unconditional as to acceptances

Following receipt of the acceptances set out above, Jupiter announces that the Offer is declared unconditional as to acceptances. The Offer will remain open for acceptance until further notice. All other terms and conditions as outlined in the Offer Document still apply.

Minerva Shareholders who wish to accept (and have not yet validly accepted) the Offer are urged to take action as soon as possible and follow the instructions set out in paragraph 15 of Part II of the Offer Document.

De-listing

As set out in paragraph 12 of Part II of the Offer Document, following the Offer becoming, or being declared, unconditional in all respects and subject to any applicable requirements of the UK Listing Authority, Jupiter intends to procure that Minerva applies to the London Stock Exchange to cancel trading in Minerva Shares on its market for listed securities and to the UK Listing Authority to cancel the listing of Minerva Shares on the Official List.

Minerva Shareholders should note that de-listing is likely to significantly reduce the liquidity and marketability of any Minerva Shares in respect of which the Offer has not been accepted.

In addition, Jupiter intends to procure that Minerva re-registers as a private limited company once de-listing has taken place.

Compulsory acquisition

As set out in paragraph 12 of Part II of the Offer Document, if the Offer becomes, or is declared, unconditional in all respects and where Jupiter receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Minerva Shares to which the Offer relates, Jupiter intends to exercise its rights under the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining Minerva Shares on the same terms as the Offer.

Interests in relevant securities

Save for the interests set out below, as at close of business on 28 July 2011, being the latest practicable date prior to publication of this announcement, neither Jupiter nor any of the directors of Jupiter nor (so far as Jupiter is aware) any person acting in concert with Jupiter (within the meaning of the City Code) (a) is interested in, or has any rights to subscribe for, any relevant securities of Minerva or securities convertible or exchangeable into Minerva Shares, (b) has any short position (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 Minerva, or (c) has borrowed or lent any relevant securities of Minerva (save for any borrowed shares which have been either on-lent or sold).

As at close of business on 28 July 2011, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by Jupiter or persons acting in concert with it:

-- Jupiter - 38,888,543 Minerva Shares (24.12 per cent. of the existing issued share capital of Minerva).

General

Unless expressly defined in this announcement, defined terms used in this announcement shall have the same meanings as set out in the Offer Document posted to Minerva Shareholders on 30 June 2011. In accordance with Rule 19.11 of the City Code, a copy of this announcement and all other documents, announcements or information published in relation to the Offer will be available on Minerva's website at www.minervaplc.co.uk, AREA's website at www.areapropertypartners.com and Delancey's website at www.delancey.com.

The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Enquiries

Jupiter

Paul Goswell [phone]

Colin Wagman [phone]

Wilson Lamont [phone]

John Robertson [phone]

N M Rothschild & Sons Limited ("Rothschild") [phone]

(Financial adviser to Jupiter)

Alex Midgen

Richard Blackwell

Ernst & Young LLP ("Ernst & Young") [phone]

(Financial adviser to Jupiter)

Fraser Greenshields

Tim Medak

Mark Harrison

Financial Dynamics [phone]

(Public Relations adviser to Jupiter)

Dido Laurimore

Brunswick [phone]

(Public Relations adviser to Minerva)

Simon Sporborg

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for each of AREA and Jupiter and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than each of AREA and Jupiter for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Ernst & Young, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for each of Jupiter and DV4 811, and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Jupiter and DV4 811 for providing the protections afforded to its clients nor for providing advice in connection with the subject matter of this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws and/or regulations of those jurisdictions and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute documents, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Minerva Shareholders who are resident in jurisdictions other than the United Kingdom or the United States may be restricted by the laws and/or regulations of those jurisdictions. Any Minerva Shareholders who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

The receipt of cash pursuant to the Offer by Minerva Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Minerva Shareholder is urged to consult their independent professional adviser regarding the tax consequences of acceptance to the Offer.

Notice to US investors

The Offer is being made for securities of a United Kingdom company and Minerva Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Minerva's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the UK Financial Services Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be made solely by Jupiter and not by any of its financial advisers.

Minerva and Jupiter are both companies incorporated under the laws of England and Wales. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of Minerva and Jupiter are located outside the United States. As a result, it may not be possible for Minerva Shareholders in the United States to effect service of process within the United States upon Minerva or Jupiter or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Minerva or Jupiter or their respective officers or directors in a non-US court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of United States courts, based on the civil liability provisions of United States federal securities laws.

This information is provided by RNS

The company news service from the London Stock Exchange

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