Regulatory News Announcement - Request for EGM

22 July 2010

REQUEST FOR EXTRAORDINARY GENERAL MEETING OF MINERVA SHAREHOLDERS

Following the continual failure of Minerva PLC ("Minerva" or the "Company") to provide adequate financial information to all shareholders and despite numerous unsuccessful attempts by KiFin Limited ("KiFin") to open a constructive dialogue with the Company's management over a period of around six months, KiFin has today made a formal request to the Company for an Extraordinary General Meeting ("EGM") of Minerva shareholders.

The purpose of the EGM is to allow shareholders to vote on a number of resolutions including:

§ a requirement that Minerva's management provide answers to some rudimentary questions about the Company's financing and strategy, in order that Minerva's shareholders can properly determine the valuation and future viability of the Company;

§ the removal of the chairman and chief executive as directors; and

§ the appointment of two new non-executives, namely Philip Lewis, a chartered surveyor with over 30 years' direct experience in the London property market, and Bradley Fried, the former chief executive officer of Investec Bank plc, who will join the board and work with it to evolve future strategy, provide full transparency and address the Company's huge negative cash flow.

For reference, a copy of KiFin's letter to shareholders, which will be included in the Company's EGM circular, can be found below.

KiFin urges shareholders to vote for positive change by supporting the resolutions.

For further information:

KiFin Limited

Michael Segerman

msegerman@guardiantrust.ch

Financial Dynamics:                                                                                                              +44 (0)207 831 3113

Stephanie Highett/Richard Sunderland

COPY OF KIFIN'S LETTER TO SHAREHOLDERS FOR INCLUSION IN MINERVA'S EGM CIRCULAR

Dear fellow shareholder

Introduction

The board of Minerva plc ("Minerva" or the "Company") has today written to you setting out details of a shareholder meeting that we have requisitioned.  We are writing to you to explain why we believe that approval of the resolutions is in the best interests of all shareholders.

Kirsh Group, through a subsidiary, KiFin, is Minerva's largest shareholder with a holding of 29.5% and has become increasingly concerned by the Company's ongoing refusal to answer rudimentary questions relating to financing and strategy.

We are therefore seeking your support in order to address significant information and management shortcomings, which we believe materially impact Minerva's viability.

Background to Kirsh

Kirsh is a multi-billion dollar international business with a widespread portfolio of investments in South Africa, the US and Australia and significant property investments worldwide.  Kirsh has a track record of working alongside management teams to create shareholder value, as demonstrated by its 33.21% holding in Abacus Property Group, an Australian REIT, where Kirsh enjoys a productive working relationship with the directors and has not felt it necessary to take up its right to a board seat. 

Kirsh is a long term investor and, despite commentary to the contrary, is not an 'activist', shareholder.  Kirsh believes in the inherent long term value of the Minerva assets, if managed correctly.

Background and rationale for the EGM requisition

Kirsh is increasingly concerned by Minerva's continued refusal to provide significant information relating to financing and ongoing strategy, denying shareholders the ability to accurately assess the value and long term viability of the Company. 

This has led us to question the suitability of the chairman and chief executive who have consistently demonstrated their unwillingness to engage openly with shareholders and provide adequate disclosure, transparency and leadership.

Our concerns are as follows:

Non-disclosure of significant information

We believe important and relevant information is being withheld from shareholders:

Changes to the security package to the Company's lending banks

Minerva had a stated strategy of funding individual developments on a limited or non-recourse basis, in order to minimise risk to other projects or the Company.

However, as part of its ongoing financial difficulties, the Company was forced to refinance in September 2009 when it announced that it "has pledged additional security, incorporated certain leasing targets and provided for an enhanced exit fee to the banks."

This statement has been repeated in subsequent announcements.  However, despite numerous requests for further details about the "additional security" that has been "pledged" we have yet to receive an appropriate response.

In view of the Company's leverage, we are concerned about the extent of this additional security and that the policy of 'ring fencing' individual assets has been abandoned, with serious potential implications. The undisclosed leasing targets may also be detrimental to the Company's ability to let its major City assets thereby depriving it of essential cash flow.

Profit Share with Northacre plc

Minerva's economic interest in "The Lancasters" development, a joint venture with Northacre, is unclear.

Minerva's annual report to 30 June 2009 discloses only that "…Northacre [is] also able to earn a range of returns, of up to 50 per cent in the case of Lancaster Gate…, on the incremental development profits above pre-agreed thresholds".

This level of disclosure, relating to one of the Company's largest assets, is insufficient to arrive at a proper value of the Company's interest in the project.

Lack of strategic direction

We are concerned that:

§ Minerva undersold its prime Wigmore Street freehold building at a low point in the market and despite a guarantee by Kirsh to better any offer received;

§ When the prospects for prime London residential values are strong, the Company has been attempting to sell the Odeon Kensington development project;

§ Planning consent for the Croydon development has expired and the development agreement with the Council is no longer valid.  The Council is appointing new consultants to produce a revised brief to go to the market for a new development partner;

§ The Company was unsuccessful in obtaining planning consent in Wandsworth and, in any event, does not have the appropriate skills or financial resources to maximise the opportunity if consent is ultimately forthcoming; and

§ Insufficient steps are being taken to expedite effectively the lettings of Minerva's key City office buildings.

Administration costs

Whilst Minerva's cost base may look comparable to other similar sized companies, the continual sale of assets and lack of development activity leads us to believe that the current outgoings are excessive. 

Proposals

In addition to requiring that the Company disclose the information around the new security package and the Northacre profit share, we are also proposing to remove the chairman and chief executive as directors.

We propose to appoint two new non-executives who will join the board and work with it to evolve future strategy, redress the serious lack of transparency and address the Company's huge negative cash flow. 

The board's immediate remit will include the appointment of a new chief executive.  We request (but not insist) that Philip Lewis be appointed as interim CEO.  Philip, who has worked for leading property organisations, would be a suitable candidate and Kirsh is willing to agree to his temporary secondment.

Required action

You will be aware that we did of course make an offer for Minerva, last year.  Our objective was simply to increase our investment in the Company, ideally keeping our holding below 50%, but under Takeover Panel rules we were obliged to bid for the entire share capital.  We are not trying to obtain control of the Company but see it as our responsibility, as the largest shareholder, to ensure that the board discloses relevant information to shareholders and provides leadership with strategies that are clear and unambiguous.

We urge you to vote for positive change by supporting the resolutions.

Yours faithfully

For and on behalf of KiFin Limited