MNR Minerva

TIDMZZZZ TIDMMNR

RNS Number : 4105J

Jupiter Properties 2011 UK Limited

30 June 2011

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

FOR IMMEDIATE RELEASE

30 June 2011

Recommended Cash Offer

by

Jupiter Properties 2011 UK Limited

for

Minerva plc

Posting of Offer Document

Further to the announcement made on 29 June 2011 by the board of Minerva plc ("Minerva") and a consortium (the "Consortium") consisting of funds advised by AREA Property Partners (UK) Limited and a subsidiary of DV4 Limited ("DV4"), which is advised by Delancey Real Estate Asset Management Limited ("Delancey"), 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"), Minerva and the Consortium hereby announce that the offer document, dated 30 June 2011 (the "Offer Document") together with the Form of Acceptance are being posted to Minerva Shareholders today.

The Offer Document and the Form of Acceptance will be displayed on the websites of AREA, Delancey and Minerva at www.areapropertypartners.com, www.minervaplc.co.uk and www.delancey.com and a copy will also be available for inspection at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ and Slaughter and May, One Bunhill Row, London EC1Y 8YY during the course of the Offer.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 29 July 2011.

Terms defined in the Offer Document have the same meaning as when used in this announcement.

If you hold Minerva Shares in certificated form, to accept the Offer you should complete, sign and return the Form of Acceptance along with your valid share certificate(s) as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 p.m. (London time) on 29 July 2011.

If you hold Minerva Shares in uncertificated form (that is, in CREST), you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, not later than 1.00 p.m. (London time) on 29 July 2011. If you hold your Minerva Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Copies of the Offer Document, the Form of Acceptance and the Form of Proxy are available for inspection and collection (during normal business hours only) from Capita Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

If the Offer becomes or is declared wholly unconditional, and sufficient acceptances under the Offer are received, Jupiter intends to procure that Minerva will make an application for the cancellation of the listing of Minerva Shares on the Official List and for the cancellation of trading of the Minerva Shares on the London Stock Exchange's market for listed securities. In addition, Minerva Shareholders should note that Minerva may cease to be eligible for listing if not more than 25 per cent. of Minerva Shares are in public hands, which for these purposes would exclude interest in more than 5 per cent.. In this event, Jupiter intends to request the FSA to cancel Minerva's listing on the basis that Minerva no longer satisfies all the continuing obligations for maintaining a listing.

If Jupiter receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Minerva Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to such shares and assuming that all of the other Conditions of the Offer have been satisfied or waived (if capable of being waived), Jupiter intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Minerva Shares in respect of which the Offer has not been accepted.

It is also intended that, following the Offer becoming or being declared wholly unconditional and the Minerva Shares having been de-listed, Minerva will be re-registered as a private limited company. 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.

Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Enquiries

Jupiter

Paul Goswell +44 (0)20 7448 1448

Colin Wagman +44 (0)20 7448 1448

Wilson Lamont +44 (0)20 7259 3000

John Robertson +44 (0)20 7259 3000

N M Rothschild & Sons Limited ("Rothschild") +44 (0)20 7280 5000

(Financial adviser to Jupiter)

Alex Midgen

Richard Blackwell

Ernst & Young LLP ("Ernst & Young") +44 (0)20 7951 2000

(Financial adviser to Jupiter)

Fraser Greenshields

Tim Medak

Mark Harrison

Financial Dynamics +44 (0) 20 7831 3113

(Public Relations Adviser to Jupiter)

Dido Laurimore

Minerva +44 (0)20 7535 1000

Oliver Whitehead (Chairman)

Salmaan Hasan (Chief Executive)

Ivan Ezekiel (Finance Director)

Greenhill & Co. International LLP ("Greenhill") +44 (0)20 7198 7400

(Financial adviser to Minerva)

Brian Cassin

Edward Rowe

Citigroup Global Markets Limited ("Citi") +44 (0)20 7986 0520

(Joint Corporate Broker to Minerva)

Alex Carter

Peel Hunt Limited ("Peel Hunt") +44 (0)20 7418 8900

(Joint Corporate Broker to Minerva)

Capel Irwin

Brunswick +44 (0)20 7404 5959

(Public Relations Adviser to Minerva)

Simon Sporborg

IMPORTANT NOTICES

This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and acceptance forms accompanying the Offer Document, which will contain 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 only on the basis of the information in such documents.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

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

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for each of AREA and Jupiter and no one else in connection with the Offer and will not be responsible to anyone other than AREA and Jupiter for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in 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 Limited ("DV4 811") and no one else in connection with the Offer 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 relation to the Offer or any other matters referred to in 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.

Publication on websites

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident outside the United Kingdom or the United States, for inspection on Minerva's website at www.minervaplc.co.uk, AREA's website at www.areapropertypartners.com and Delancey's website at www.delancey.com during the course of the Offer.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on the websites of Minerva, AREA or Delancey (or any other website) is incorporated into, or forms part of, this announcement.

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.

In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Jupiter or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Minerva Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Rothschild and Ernst & Young will continue to act as exempt principal traders in Minerva securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions. Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Cautionary Note Regarding Forward-Looking Statements

This announcement, including information included in this announcement, contains certain "forward-looking statements". These statements are based on the current expectations of the management of Minerva and Jupiter (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Minerva or Jupiter of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Forward-looking statements include, without limitation, statements that typically contain words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as, but not limited to, future market conditions, changes in the regulatory environment and the behaviour of other market participants. Neither Minerva nor Jupiter can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither Minerva nor Jupiter undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an opening position disclosure (an "Opening Position Disclosure") following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a dealing disclosure (a "Dealing Disclosure").

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ODPDKLFLFQFEBBE