Response to Offer Announcement

Not for release, publication or distribution, directly or indirectly, in whole or in part in, into, or from, any jurisdiction where to do the same would constitute a violation of the relevant laws of such jurisdiction.

The Board of Minerva plc ("Minerva" or the "Company") notes the unsolicited offer announced this morning by KiFin Limited for the entire issued and to be issued ordinary share capital of Minerva at 50 pence per share in cash (the "Offer"). The Board met this morning to consider the terms of the Offer and has concluded that this is an opportunistic and unwelcome attempt to acquire Minerva at a price which significantly undervalues the Company and its future prospects. The Board therefore rejects this proposal.

The Board is focused on maximising the value of the Company's existing portfolio for Minerva's shareholders. In particular, shareholders should be aware that the Company has been in discussions with a number of parties with respect to a disposal of its Wigmore Street, London W1 property and has received offers which represent material premia to the book value as at 30 June 2009.


A further announcement will be made by the Board of Minerva in due course.
Enquiries:

Minerva plc 020 7535 1000
Oliver Whitehead, Chairman
Salmaan Hasan, Chief Executive
Ivan Ezekiel, Finance Director

Greenhill & Co. International LLP 020 7198 7400
James Lupton
Brian Cassin

Citigroup Global Markets 020 7986 4000
Andrew Forrester

Brunswick Group 020 7404 5959
Simon Sporborg


Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Minerva, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 Minerva, 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 Minerva by KiFin Limited or Minerva 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 Takeover Panel's website at www.thetakeoverpanel.org.uk.

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

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

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