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
announcement made by KiFin Limited (“KiFin”) today that it has
extended its offer of 50 pence per Minerva Share until 1.00pm on 4
January 2010. The Board also notes that:
- Minerva’s Pro Forma NAV(1) of 95 pence per Minerva Share is 89%
above KiFin’s Offer of only 50 pence.
- Minerva’s Share price of 77.75 pence per Minerva share, the
closing price on Tuesday 22 December, is 56% above KiFin’s
offer.
- as at 1pm on 23 December 2009, KiFin had received only 826,202
valid acceptances, representing approximately 0.51% of Minerva’s
issued share capital.
Minerva is today publishing a document responding in detail to the
claims made by KiFin in recent announcements, which the Board
rejects. This response is to the announcements issued by KiFin on
11 December 2009, 21 December 2009 and today. A copy of this
document will be available at:
www.minervaplc.co.uk/investors/kifin.
Minerva’s Board rejects KiFin’s claims. In particular, Minerva’s
Board:
-
Believes that KiFin’s Offer does not offer fair value to
shareholders – an offer of only 50 pence per Share is derisory
when compared with Minerva’s Pro Forma NAV(1) of 95 pence, which is
89% higher.
-
Rejects KiFin’s claim that its NAV is subjective – it is
based on a valuation certified by CB Richard Ellis, a leading
global property valuer. Minerva has provided clear disclosure
around its derivative instruments, which fix Minerva’s average cost
of funding at only 6.5%, including margin, and will unwind as the
associated financing matures over time.
-
Strongly disagrees with KiFin’s claim that Minerva’s
portfolio will only mature in the medium term – each of
Minerva’s three key developments are scheduled to be completed
within 18 months and each has full planning permission, contrary to
KiFin’s claim.
-
Acts in the interests of ALL Minerva shareholders – the
recent actions taken by Minerva’s Board demonstrate this.
-
Notes the significant outperformance of Minerva’s Shares
against the wider real estate sector in recent months – KiFin’s
attempt to reference Minerva’s Share price performance through the
severe economic downturn highlights the opportunistic nature of its
bid and conveniently ignores Minerva’s outperformance as the market
has begun to recover.
In summary, Minerva’s Board continues to regard KiFin’s Offer as an
opportunistic and unwelcome attempt to acquire Minerva at a price
that significantly undervalues the Company. It recommends strongly
that Shareholders continue to reject KiFin’s Offer and continue to
take no action.
(1) Net Asset Value ("NAV") on a pro forma basis is based on the
Company's audited net asset value as at 30 June 2009 adjusted for:
(i) the valuation of the Company's properties as at 30 November
2009 as certified by CBRE; and (ii) the valuation of the derivative
financial instruments as at 26 November 2009, being the last
practicable date prior to publication of the response circular,
prepared by JC Rathbone Associates Limited. The details of the Pro
Forma NAV are set out in Appendix I of the response circular, a
copy of which is available at
www.minervaplc.co.uk/investors/kifin.
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 Limited 020 7986 4000
Andrew Forrester
Brunswick Group LLP 020 7404 5959
Simon Sporborg
Tom Williams
Further information for Minerva Shareholders, including the bases
of calculation and sources for the information set out in this
announcement and the definitions of certain terms used in this
announcement, is contained in the response circular posted to
shareholders on 2 December 2009, a copy of which is available at
the website of the Company at http://www.minervaplc.co.uk/ and
available for inspection at the offices of Slaughter and May, One
Bunhill Row, London EC1Y 8YY.
The Directors of the Company accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Directors of the Company (who have
taken all reasonable care to ensure such is the case) the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
The Board has received financial advice from Greenhill. In
providing advice to the Board, Greenhill has also taken into
account the Board’s commercial assessments. Greenhill & Co.
International LLP and Citigroup Global Markets Limited (each of
which is authorised and regulated by the United Kingdom Financial
Services Authority) are acting exclusively for Minerva and no one
else in connection with the matters referred to herein and will not
be responsible to anyone other than Minerva for providing the
protections afforded to Minerva, or for providing advice in
relation to the matters referred to herein.
Forward Looking Statements
This document contains statements that are or may be
forward-looking with respect to the financial condition, results of
operations and businesses of Minerva and the Minerva Group. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, valuation, performance or achievements of Minerva and the
Minerva Group, or the industry in which it operates, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.
Dealing disclosure requirements
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 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.
