Regulatory News Announcement - Statement re cash offer for Minerva plc

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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

8 January 2010

KIFIN LIMITED ("KiFin")

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

Cash Offer for Minerva plc ("Minerva")

Levels of acceptance and lapsing of Offer

 

As at 1.00 p.m. (London time) on 8 January 2010, being the Fourth Closing Date of the Offer, KiFin had received valid acceptances in respect of 133,809 Minerva Shares, representing approximately 0.08 per cent. of the issued share capital of Minerva. None of the acceptances were received from persons acting in concert with KiFin or were in respect of Minerva Shares which were subject to an irrevocable commitment or a letter of intent procured by KiFin or any of its associates (no such irrevocable commitment or letter of intent having been procured).

 

In addition, KiFin and persons acting in concert with it hold a further 48,255,994 Minerva Shares, representing approximately 29.94 per cent. of the issued share capital of Minerva.

 

Accordingly, as at 1.00 p.m. on 8 January 2010, KiFin either owned or had received valid acceptances of its Offer which it may count towards the satisfaction of the Condition to the Offer in respect of a total of 48,389,803 Minerva Shares, representing, in aggregate, approximately 30.02 per cent. of the issued share capital of Minerva.

As KiFin has received acceptances of less than 50 per cent., it announces that the Offer has now lapsed.

KiFin's offer of 50 pence per Minerva Share was principally based on information contained in Minerva's annual report and accounts published on 26 October 2009. Whilst in response Minerva published a materially higher unaudited pro forma NAV five weeks later, the KiFin Directors believe that the fundamental position of Minerva has not changed since the commencement of the Offer Period and that significant risks and uncertainties remain in delivering value for Minerva Shareholders, including: high financial gearing, committed funding to complete only three of its projects under construction and significant challenges in obtaining tenants on long-term value-enhancing commercial terms. Minerva Shareholders should be aware of these risks and uncertainties. As a substantial long-term investor, KiFin is comfortable with them but believes that Minerva's assets will only mature in the medium term (perhaps 5 - 8 years).

As the Offer has lapsed, it is no longer capable of further acceptance and any accepting Minerva Shareholders cease to be bound by their acceptances. In respect of Minerva Shares held in certificated form, the Form of Acceptance and any share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as may be approved by the Panel) within 14 days of the Offer lapsing, at the risk of the person entitled thereto, to the person or agent whose name and address outside the Restricted Jurisdictions is set out in the relevant Box on the Form of Acceptance or, if none is set out, to the first-named or sole holder of his registered address outside the Restricted Jurisdictions. No such documents will be sent to an address in any Restricted Jurisdiction. In respect of Minerva Shares held in uncertificated form, the Receiving Agent will, immediately (or within such longer period as the Panel may permit, not exceeding 14 days after the lapsing of the Offer), give instructions to Euroclear to transfer all Minerva Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Minerva Shareholders concerned.

Save as disclosed in this announcement, neither KiFin nor any person acting, or deemed to be acting, in concert with KiFin has any interest or a right to subscribe for Minerva Shares or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, in respect of Minerva Shares or has borrowed or lent any Minerva Shares during the Offer Period.

Unless the context otherwise requires and save to the extent superseded in this document, the definitions in the offer document posted by KiFin to Minerva Shareholders on 23 November 2009 shall also apply in this announcement.

 

Enquiries:

The Communication Group	Tel: 0207 630 1411
Richard Evans
Investec Investment Banking	Tel: 020 7597 5970
Charles Batten
James Rudd
Duncan Williamson

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.

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.

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