Offer for Minerva plc

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

FOR IMMEDIATE RELEASE

17 November 2009

CASH OFFER by KiFin Limited ("KiFin")

(a company that makes investments that are ultimately for the benefit of Mr Nathan Kirsh and his family)

for Minerva plc ("Minerva")

Summary



· The KiFin Directors are pleased to announce the terms of a cash offer to be made for the entire issued and to be issued ordinary share capital of Minerva not already owned by KiFin.

· The Offer will be made at 50 pence in cash for each Minerva Share, valuing the fully diluted ordinary share capital of Minerva at approximately £84.5 million.

· The Offer represents a premium of approximately 30.7 per cent. to the Closing Price of 38.25 pence per Minerva Share on 16 November 2009, being the last Business Day prior to the commencement of the Offer Period, and a premium of approximately 52.0 per cent. to the average Closing Price of 32.90 pence per Minerva Share for the three months up to and including 16 November 2009.

· The Offer also represents a premium of 6.2 per cent. to the diluted EPRA net asset value per share of 47.1 pence (as stated in Minerva's annual report and accounts for the year ended at 30 June 2009).

· KiFin (together with parties acting in concert with it) owns or controls 48,255,994 Minerva Shares representing approximately 29.9 per cent. of the existing issued share capital of Minerva.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement which sets out further details of the Offer and which forms an integral part of this announcement. The Offer will be subject to the Condition and the further terms set out in Appendix A and, in the case of Minerva Shareholders who hold their Minerva Shares in certificated form, on the Form of Acceptance. Appendix B contains the sources and bases of certain information used in this summary and the following announcement. Appendix C contains definitions of certain expressions used in this summary and the following announcement.

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

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the following website by no later than 12.00 noon on 18 November 2009:

http://www.imprimagroup.com/offer for minerva/index.html

Enquiries:
Investec Investment Banking
Tel: 020 7597 5970
Charles Batten
James Rudd
Alex Thomson

Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for KiFin and no one else in connection with the Offer and will not be responsible to anyone other than KiFin for providing the protections afforded to clients of Investec Investment Banking nor for providing advice in relation to the Offer, the contents of this announcement, or the Form of Acceptance.

This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and, in the case of certificated Minerva Shares, the Form of Acceptance, which will together contain the full terms of and conditions to the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information to be contained in the Offer Document and, in the case of certificated Minerva Shares, the Form of Acceptance.

The Offer shall be made solely by KiFin and neither Investec Investment Banking nor any of its affiliates are making the Offer.

The Offer is for the securities of a corporation organised under the laws of England and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Rule 14d-1(c) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those that would be applicable with respect to US domestic tender offer procedures and law.

It may be difficult for US holders of Minerva Shares and other securities to enforce their rights and any claim arising out of the US securities laws, since KiFin and Minerva are incorporated outside of the United States, and some or all of their respective officers and directors may be resident outside of the United States. US holders of Minerva Shares may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code and normal UK market practice and Rule 14e-5 under the Exchange Act, KiFin or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Minerva Shares, other than pursuant to the Offer (including on behalf of third parties), before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the City Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Investec and their respective affiliates will continue to act as exempt principal traders in Minerva Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next Business Day basis to the Panel on Takeovers and Mergers and, to the extent that such information is required to be publicly disclosed, will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

The receipt of cash pursuant to the Offer by a US holder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Minerva Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by KiFin, 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 other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction (as defined herein) and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by KiFin, copies of this announcement and any documentation relating to the Offer (including, without limitation, the Offer Document and Form of Acceptance) 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or the Form of Acceptance (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved this Offer or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Offer (including, without limitation, the Offer Document and Form of Acceptance). Any representation to the contrary is an offence.

It is the responsibility of each Overseas Shareholder to inform himself, herself or itself about and observe any applicable legal requirements. No Restricted Overseas Shareholder receiving a copy of this announcement, the Offer Document and/or a Form of Acceptance in any jurisdiction other than the UK or the United States may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement, the Offer Document and/or Form of Acceptance are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of the Offer Document and/or Form of Acceptance and wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such Overseas Shareholder will be responsible for any such issue, transfer or other taxes or duties by whomsoever payable and KiFin (and any person acting on behalf of KiFin) shall be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties or other requisite payments as KiFin (and any person acting on behalf of KiFin) may be required to pay.

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 of jurisdictions outside England, including those of the United States.

Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. 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 3.30 pm (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 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 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.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains statements about Mr Nathan Kirsh, KiFin and Minerva that are or may be forward looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable UK or other securities laws. All statements other than statements of historical facts included in this announcement may be forward looking statements. Forward looking statements often use words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative thereof. Forward looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of KiFin or Minerva; (ii) business and management strategies and the expansion and growth of KiFin's or Minerva's operations; and (iii) the effects of government regulation on KiFin's or Minerva's business.

These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of KiFin or Minerva. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward looking statements attributable to KiFin or any of its respective members, directors, officers or employees or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements included in this announcement are based on information available to KiFin on the date hereof. Undue reliance should not be placed on such forward looking statements. Subject to compliance with the City Code, KiFin does not intend, or undertake any obligation, to update any information contained in this announcement.

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

FOR IMMEDIATE RELEASE 17 November 2009

CASH OFFER by KiFin Limited ("KiFin")

(a company that makes investments that are ultimately for the benefit of Mr Nathan Kirsh and his family)

for Minerva plc ("Minerva")

1 Introduction
The KiFin Directors are pleased to announce the terms of a cash offer to be made by KiFin (a company that makes investments that are ultimately for the benefit of Mr Nathan Kirsh and his family), for the entire issued and to be issued ordinary share capital of Minerva.

KiFin (together with parties acting in concert with it) owns or controls 48,255,994 Minerva Shares representing approximately 29.9 per cent. of the existing issued share capital of Minerva.

This announcement sets out the key terms of the Offer and explains the background to the Offer.

2 The Offer
The Offer, which will only be subject to the Condition and the further terms set out in Appendix A, will be made on the following terms:

for every Minerva Share 50 pence in cash

The Offer represents a premium of approximately 30.7 per cent. to the Closing Price of 38.25 pence per Minerva Share on 16 November 2009, being the last Business Day prior to the commencement of the Offer Period, and a premium of approximately 52.0 per cent. to the average Closing Price of 32.90 pence per Minerva Share for the three months up to and including 16 November 2009.

The Offer also represents a premium of 6.2 per cent. to the diluted EPRA net asset value per share of 47.1 pence (as stated in Minerva's 2009 annual report and accounts) at 30 June 2009.

On this basis, the Offer values the fully diluted ordinary share capital of Minerva at approximately £84.5 million.

The Condition requires acceptance by Minerva Shareholders in respect of Minerva Shares representing 50 per cent. of the Minerva Shares, including the 48,255,994 Minerva Shares already owned by KiFin and persons acting in concert with it (that represent 29.9 per cent. of the Minerva Shares in issue). Accordingly, KiFin only needs to receive acceptances in respect of 32,331,193 Minerva Shares for the Condition to be satisfied. The Condition, together with the further terms of the Offer, is set out in Appendix A to this announcement.

The Offer will extend to all Minerva Shares unconditionally allotted or issued (including to satisfy the exercise of options granted under the Minerva Share Option Schemes) after the Announcement Date and before the date the Offer closes (or such earlier date as KiFin may, in accordance with the Condition and further terms of the Offer, decide).

The Minerva Shares will be acquired by KiFin fully paid and free from all liens, equitable interests, charges and encumbrances and other interests whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive in full and retain 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
The KiFin Directors believe that the acquisition of Minerva will be complementary to the property activities of the Kirsh Group which involve commercial property investment and development in South Africa, the Middle East, Australia and the US.


4 Information on KiFin
The Kirsh Group, of which KiFin forms part, is an informal association of enterprises created or acquired over the years by Mr Nathan Kirsh. It was established in 1959 and now operates worldwide.

KiFin was incorporated, as part of the Kirsh Group, in 2007 for the purpose of making investments in listed securities around the world.

KiFin is, indirectly, wholly owned by certain non-UK trusts created or initiated by Mr Nathan Kirsh and of which he is the main beneficiary. The other beneficiaries are certain philanthropic objects and members of his family. Mr Nathan Kirsh has a power of revocation over these trusts which, if exercised, would allow him to take control of the trust assets.

5 Information on Minerva
Minerva is engaged in property investment and development in the UK. Minerva has a number of real estate developments, all of which are located in the Greater London area, comprising city office, high end residential and mixed-use schemes. Minerva is actively developing three of these development sites. Minerva also has further development opportunities including The Ram Brewery which is currently subject to a planning inquiry process.

For the year ended 30 June 2009, Minerva reported a net loss before taxation of £289.2 million on turnover of £13.5 million. At 30 June 2009, Minerva reported net debt of £638.6 million and net liabilities of £46.2 million.

6 Financing of the Offer
The cash consideration payable by KiFin under the terms of the Offer will be funded using its existing cash resources which are in part being made available by KiFin's parent company, Ki Corporation Limited.

Investec, as financial adviser to KiFin, is satisfied that sufficient resources are available to KiFin to enable it to satisfy full acceptance of the Offer.

7 Directors and employees
KiFin recognises the importance of the skills and experience of the existing management and employees of Minerva. KiFin intends that, on the Offer becoming wholly unconditional, the existing employment rights, including pension rights, of all management and employees of Minerva will be fully safeguarded.

8 Minerva Share Option Schemes
The Offer will extend to all Minerva Shares unconditionally allotted or issued to satisfy the exercise of options granted under the Minerva Share Option Schemes after the Announcement Date and before the date the Offer closes to acceptances (or such earlier date as KiFin may, in accordance with the Condition and further terms of the Offer, decide). KiFin will make appropriate proposals to the holders of options under the Minerva Share Option Schemes in due course.

9 Interests in Minerva Shares
The following table details the Minerva Shares in which KiFin, and persons acting in concert with it, are interested:

Shareholder
Number of Minerva Shares
KiFin - 47,627,894
David Fisher - 95,100
Suffolk Life Annuities Ltd - 33,000
Melville Investment Holdings Ltd - 500,000
Total - 48,255,994

10 Overseas Shareholders
The distribution of this announcement, and the availability of the Offer, to persons who are not resident in the United Kingdom and the United States may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

11 General
There are no agreements or arrangements to which KiFin is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

Your attention is drawn to the further information contained in the Appendices which form part of this announcement.

The summaries of the Condition and further terms in relation to the Offer set out in Appendix A to this announcement form part of, and should be read in conjunction with, this announcement.

Appendix B to this announcement provides details of the bases of calculations and sources of certain information included in this announcement.

Appendix C to this announcement contains definitions of certain terms used in this announcement.

The Offer will be subject to the applicable requirements of the City Code. The formal Offer Document, setting out details of the Offer, and, in the case of Minerva Shareholders holding Minerva Shares in certificated form, the Form of Acceptance, are expected to be dispatched shortly to Minerva Shareholders (other than certain Overseas Shareholders) and, in any event, within 28 days of the date of this announcement unless the Panel otherwise consents.

This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and, in the case of certificated Minerva Shares, the Form of Acceptance, which will together contain the full terms of and conditions to the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information to be contained in the Offer Document and, in the case of certificated Minerva Shares, the Form of Acceptance.

The Offer shall be made solely by KiFin and neither Investec nor any of its respective associates are making the Offer.


Appendix A
CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER

PART A: CONDITION OF THE OFFER
The Offer will be subject to the following Condition:

Acceptances

The Offer will be conditional only upon valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the First Closing Date of the Offer (or such later time(s) and/or dates as KiFin may with the consent of the Panel or in accordance with the City Code, decide) in respect of Minerva Shares which, together with Minerva Shares acquired or agreed to be acquired before such time(s), will result in KiFin and any person acting in concert with it holding Minerva Shares representing in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Minerva including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Minerva Shares that are unconditionally allotted or issued before the Offer becomes unconditional. For the purposes of this condition, shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Minerva.

PART B: CERTAIN FURTHER TERMS OF THE OFFER
The Offer will lapse if it is referred to the Competition Commission before 3.00 p.m. on the later of the First Closing Date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

This Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the Condition set out above and the further terms set out in the formal Offer Document and related Form of Acceptance. The Offer will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) into any jurisdiction where the making, extension or acceptance of the Offer would violate the laws of that jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within such jurisdictions.

Minerva Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and 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.

Appendix B
Sources and bases of information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

(a) the historical share price is sourced from the daily official list of the London Stock Exchange and represents the closing middle market price for Minerva Shares on the relevant date;

(b) the number of Minerva Shares in issue is based upon the disclosure by Minerva on 1 October 2009, that it has 161,174,373 Minerva Shares in issue;

(c) references to a percentage of Minerva Shares are based on the number of Minerva Shares in issue as set out at paragraph (b);

(d) the fully diluted share capital of Minerva is calculated on the basis of:

· the number of issued Minerva Shares, as set out in paragraph (b) above; and

· options over Minerva Shares, which are outstanding under the Minerva Share Option Schemes as at 16 November 2009 and which are expected to become exercisable as a consequence of the Offer, which in total are expected to number 7,771,980 (assuming full vesting of "in the money" options, subject to the appropriate limits on change of control under the 2005 Executive Incentive Plan), in each case, according to research undertaken by KiFin of the public record; and

(e) information in relation to Minerva's financial position, activities and assets has been extracted from the annual reports and audited accounts of Minerva for the year ended 30 June 2009.

Appendix C

Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:

"2006 Act"
the Companies Act 2006, as amended

"Announcement Date"
17 November 2009

"Australia"
the Commonwealth of Australia, its states, territories and possessions

"Business Day"
a day (other than a Saturday, Sunday or a UK public bank holiday) on which banks are generally open for business in London

"Canada"
Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof

"certificated" or "in certificated form"
the description of a share or other security which is not in uncertificated form (that is, not in CREST)

"Closing Price"
the closing middle market price of a Minerva Share as derived from the daily official list of the London Stock Exchange

"Code"or "City Code"
the City Code on Takeovers and Mergers

"Condition"
the condition to the Offer which is set out in Appendix A to this announcement

"CREST"
the relevant system (as defined in the Regulations) to facilitate the transfer of title to shares in uncertified form in respect of which Euroclear UK is the operator (as defined in the Regulations)

"EPRA"
European Public Real Estate Association

"Euroclear UK"
Euroclear UK & Ireland Limited

"Exchange Act"
the US Securities Exchange Act of 1934

"First Closing Date"
the date which is 21 days after the posting of the Offer Document

"Form of Acceptance"
the form of acceptance and authority relating to the Offer which will accompany the Offer Document

"Japan"
Japan, its cities, prefectures, territories and possessions

"Kirsh Group"
each subsidiary, subsidiary undertaking, associate undertaking and undertaking of each holding company that is wholly owned by a trust settled by Mr Nathan Kirsh

"KiFin"
KiFin, a private company incorporated under the laws of the BVI with company number 1440556

"KiFin Directors" or the "Board of KiFin"
the directors of Guardian Trust Company Limited, who are, by way of a certificate of incumbency dated 20 May 2009, authorised to act as corporate representatives empowered to represent Guardian Corporate Services Limited, the sole director of KiFin Limited

"Listing Rules"
the listing rules of the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 as amended from time to time and contained in the Financial Services Authority's publication of the same name

"London Stock Exchange"
London Stock Exchange plc

"Minerva"
Minerva plc, a public company incorporated under the laws of England with company number 2649607

"Minerva Share Option Holder"
a holder of options or awards under the Minerva Share Option Schemes

"Minerva Share Option Schemes"
The Minerva plc 2005 Executive Incentive Plan and the Minerva 2001 Sharesave Scheme

"Minerva Shareholder" or "Shareholder"
a holder of Minerva Shares and "Minerva Shareholders" and "Shareholders" shall be construed accordingly

"Minerva Shares"
the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 25 pence each in the capital of Minerva and any further such shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes or, subject to the provisions of the City Code, such earlier date or dates as KiFin may determine, including without limitation any such shares unconditionally allotted or issued upon the exercise of options granted under the Minerva Share Option Schemes

"Offer"
the cash offer to be made by KiFin to acquire all of the issued and to be issued share capital of Minerva on the terms and subject to the conditions to be set out in the Offer Document and, in the case of Minerva Shareholders holding Minerva Shares in certificated form, in the Form of Acceptance, including where the context permits or requires, any subsequent revision, variation extension or renewal thereof

"Offer Document"
the document to be sent to Minerva Shareholders (other than certain Overseas Shareholders) and, for information only, to Minerva Share Option Holders and persons with information rights, giving details of the terms and conditions of the Offer

"Offer Period"
the period commencing on 17 November 2009 and ending on the First Closing Date or, if later, on the date on which the Offer becomes or is declared unconditional as to acceptances or lapses

"Overseas Shareholders"
Minerva Shareholders (or nominees of, or custodians or trustees for Minerva Shareholders) who are resident in or are nationals or citizens of jurisdictions outside of the United Kingdom and the United States

"Panel"
The Panel on Takeovers and Mergers

"Regulations"
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time

"Regulatory Information Service"
means any of the services set out in Appendix 3 to the Listing Rules

"Restricted Jurisdiction"
Canada, Australia and Japan and any other jurisdiction in relation to which the extension or acceptance of the Offer to such jurisdiction would violate the laws of such jurisdiction, or where local laws or regulation may result in a significant risk of civil, regulatory or criminal exposure if information on the Offer is sent or made available to Minerva Shareholders in that jurisdiction

"Restricted Overseas Shareholder"
an Overseas Shareholder who is resident in, or a citizen of a Restricted Overseas Jurisdiction (or any nominee of, or custodian or trustee for such person)

"SEC"
the US Securities and Exchange Commission

"subsidiary", "subsidiary undertaking", "associate undertaking", "undertaking" and "holding company"
have the meanings given to them in the 2006 Act

"uncertificated" or "in uncertificated form"
recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST

"United Kingdom" or "UK"
the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"
United States of America and all of its possessions and territories

"US$"
the lawful currency of the United States



This information is provided by RNS

The company news service from the London Stock Exchange

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