MNR Minerva

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RNS Number : 3308J

Jupiter Properties 2011 UK Limited

29 June 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION. 29 June 2011

RECOMMENDED CASH OFFER for MINERVA PLC by JUPITER PROPERTIES 2011 UK LIMITED

The Board of Minerva plc (the "Company" or "Minerva") and a consortium (the "Consortium") consisting of funds advised by AREA Property Partners (UK) Limited ("AREA") and a subsidiary of DV4 Limited ("DV4"), which is advised by Delancey Real Estate Asset Management Limited ("Delancey"), are pleased to announce that they have reached agreement on the terms of a recommended cash offer by the Consortium, through a special purpose vehicle Jupiter Properties 2011 UK Limited ("Jupiter"), to acquire the entire issued and to be issued share capital of Minerva.

Summary

-- Under the terms of the Offer, Minerva Shareholders will be entitled to receive 120.5 pence in cash per Minerva Share (the "Offer Price").

-- The Offer Price represents:

o a premium of approximately 53.5 per cent. to the Closing Price of 78.5 pence per Minerva Share on 13 January 2011, being the last Business Day prior to the commencement of the Offer Period;

o a premium of approximately 30.4 per cent. to the average Closing Price of 92.4 pence per Minerva Share over the twelve month period to 13 January 2011, being the last Business Day prior to the commencement of the Offer Period;

o a premium of approximately 21.4 per cent. to the Closing Price of 99.25 pence per Minerva Share on 25 May 2011, being the last Business Day before the Company announced outline terms of a possible offer for the Company from the Consortium; and

o a premium of approximately 2.55 per cent. to the Closing Price of 117.50 per Minerva Share on 28 June 2011, being the last Business Day prior to the Announcement Date.

-- The Offer values Minerva's fully diluted share capital at approximately GBP202.6 million.

-- The Offer will be conditional upon, amongst other things, Jupiter receiving acceptances in respect of Minerva Shares which result in Jupiter holding Minerva Shares representing in aggregate more than 50 per cent. of the voting rights exercisable at a general meeting of Minerva. Further details on the Conditions are set out in Appendix 1 to this announcement.

-- The Consortium currently has an aggregate interest of approximately 12 per cent. in the fully diluted share capital of Minerva.

-- The Minerva Directors, who have been so advised by Greenhill, consider the terms of the Offer to be fair and reasonable. In providing their advice to the Minerva Directors, Greenhill has taken into account the commercial assessments of the Minerva Directors.

-- Accordingly, the Minerva Directors intend to recommend unanimously that Minerva Shareholders accept the Offer, as the Minerva Directors have irrevocably undertaken to do in respect of their entire beneficial interests in the issued and to be issued Minerva Shares (excluding options held under the Sharesave Scheme) representing approximately 2.7 per cent. of the fully diluted share capital of Minerva. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

-- If the Offer becomes or is declared wholly unconditional, and sufficient acceptances under the Offer are received, Jupiter intends to procure that Minerva will make an application for the cancellation of the listing of Minerva Shares. De-listing is likely to reduce significantly the liquidity and marketability of any Minerva Shares in respect of which the Offer has not been accepted.

-- Commenting on the Offer, Mr Oliver Whitehead, the Chairman of Minerva said:

"Having received an initial approach we have conducted an extensive auction process over the past few months and the Board has concluded that the Offer is the most attractive proposal and provides certain value for Minerva Shareholders. The Board has therefore decided to recommend the Offer to Minerva Shareholders, taking into account the risks, rewards and timescales associated with realisation of value from Minerva's assets."

This summary should be read in conjunction with the text of the following full announcement (including the Appendices).

Appendix 1 to this announcement sets out the Conditions and certain further terms of the Offer. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this summary and in the following announcement. Appendix 3 to this announcement contains details of the irrevocable undertakings received in relation to the Offer. Appendix 4 to this announcement contains definitions of certain terms used in this announcement.

Enquiries:

Minerva plc +44 (0)20 7535 1000 Oliver Whitehead (Chairman) Salmaan Hasan (Chief Executive) Ivan Ezekiel (Finance Director)

Greenhill & Co. International LLP +44 (0)20 7198 7400 (Financial adviser to Minerva) Brian Cassin Edward Rowe

Citi +44 (0)20 7986 0520 (Joint Corporate Broker to Minerva) Alex Carter

Peel Hunt +44 (0)20 7418 8900 (Joint Corporate Broker to Minerva) Capel Irwin

Brunswick +44 (0)20 7404 5959 (Public Relations Adviser to Minerva) Simon Sporborg

Jupiter Paul Goswell +44 (0)20 7448 1448 Colin Wagman +44 (0)20 7448 1448 Wilson Lamont +44 (0)20 7259 3000 John Robertson +44 (0)20 7259 3000

Rothschild +44 (0)20 7280 5000 (Financial adviser to Jupiter) Alex Midgen Richard Blackwell

Ernst & Young LLP +44 (0)20 7951 2000 (Financial adviser to Jupiter) Fraser Greenshields Tim Medak Mark Harrison

Financial Dynamics +44 (0) 20 7831 3113 (Public Relations Adviser to Jupiter) Dido Laurimore

IMPORTANT NOTICES

This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and acceptance forms accompanying the Offer Document, which will contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information in such documents.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for each of AREA and Jupiter and no one else in connection with the Offer and will not be responsible to anyone other than AREA and Jupiter for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Ernst & Young, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for each of Jupiter and DV4 811 Limited ("DV4 811"), and no one else in connection with the Offer and will not be responsible to anyone other than Jupiter and DV4 811 for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws and/or regulations of those jurisdictions and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer 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. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute documents, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Minerva Shareholders who are resident in jurisdictions other than the United Kingdom or the United States may be restricted by the laws and/or regulations of those jurisdictions. Any Minerva Shareholders who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

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 and regulations of any jurisdiction outside of England.

The receipt of cash pursuant to the Offer by Minerva Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Minerva Shareholder is urged to consult their independent professional adviser regarding the tax consequences of acceptance to the Offer.

Publication on websites

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident outside the United Kingdom or the United States, for inspection on Minerva's website at www.minervaplc.co.uk, AREA's website at www.areapropertypartners.com and Delancey's website at www.delancey.com during the course of the Offer.

Notice to US investors

The Offer is being made for securities of a United Kingdom company and Minerva Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Minerva's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the UK Financial Services Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be made solely by Jupiter and not by any of its financial advisers.

Minerva and Jupiter are both companies incorporated under the laws of England and Wales. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of Minerva and Jupiter are located outside the United States. As a result, it may not be possible for Minerva Shareholders in the United States to effect service of process within the United States upon Minerva or Jupiter or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Minerva or Jupiter or their respective officers or directors in a non-US court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of United States courts, based on the civil liability provisions of United States federal securities laws.

In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Jupiter or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Minerva Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Rothschild and Ernst & Young will continue to act as exempt principal traders in Minerva securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions. Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Cautionary Note Regarding Forward-Looking Statements

This announcement, including information included in this announcement, contains certain "forward-looking statements". These statements are based on the current expectations of the management of Minerva and Jupiter (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Minerva or Jupiter of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Forward-looking statements include, without limitation, statements that typically contain words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as, but not limited to, future market conditions, changes in the regulatory environment and the behaviour of other market participants. Neither Minerva nor Jupiter can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither Minerva nor Jupiter undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION.

RECOMMENDED CASH OFFER for MINERVA PLC by JUPITER PROPERTIES 2011 UK LIMITED

1. Introduction

On 26 May 2011, the Board of Minerva plc (the "Company" or "Minerva") and a consortium (the "Consortium") consisting of funds advised by AREA Property Partners (UK) Limited ("AREA") and a subsidiary of DV4 Limited ("DV4"), which is advised by Delancey Real Estate Asset Management Limited ("Delancey"), announced that they had reached agreement on the outline terms of a possible offer by the Consortium, through a special purpose vehicle Jupiter Properties 2011 UK Limited ("Jupiter"), for the entire issued and to be issued share capital of the Company.

The terms of that agreement specified that the announcement by Jupiter of a firm intention to make an offer for the Company was subject to the satisfaction of certain pre-conditions. These pre-conditions have now been met and accordingly Minerva, the Consortium and Jupiter are pleased to announce that they have reached agreement on the terms of a recommended cash offer by the Consortium, through Jupiter, to acquire the entire issued and to be issued share capital of Minerva.

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and the further terms set out in Appendix 1 and to be set out in the Offer Document, Minerva Shareholders shall be entitled to receive:

For each Minerva Share: 120.5 pence in cash (the "Offer Price")

The Offer Price represents:

-- a premium of approximately 53.5 per cent. to the Closing Price of 78.5 pence per Minerva Share on 13 January 2011, being the last Business Day prior to the commencement of the Offer Period;

-- a premium of approximately 30.4 per cent. to the average Closing Price of 92.4 pence per Minerva Share over the twelve month period to 13 January 2011, being the last Business Day prior to the commencement of the Offer Period;

-- a premium of approximately 21.4 per cent. to the Closing Price of 99.25 pence per Minerva Share on 25 May 2011, being the last Business Day before the Company announced outline terms of a possible offer for the Company from the Consortium; and

-- a premium of approximately 2.55 per cent. to the Closing Price of 117.50 per Minerva Share on 28 June 2011, being the last Business Day prior to the Announcement Date.

The Offer values Minerva's fully diluted share capital at approximately GBP202.6 million.

The Offer will be conditional upon, amongst other things, Jupiter receiving acceptances in respect of Minerva Shares which result in Jupiter holding Minerva Shares representing in aggregate more than 50 per cent. of the voting rights exercisable at a general meeting of Minerva. Further details on the Conditions are set out in Appendix 1 to this announcement.

3. Recommendation

The Minerva Directors, who have been so advised by Greenhill, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Minerva Directors, Greenhill has taken into account the commercial assessments of the Minerva Directors.

Accordingly, the Minerva Directors intend to recommend unanimously that Minerva Shareholders accept the Offer, as the Minerva Directors have irrevocably undertaken to do in respect of their entire beneficial interests in the issued and to be issued Minerva Shares (excluding options held under the Sharesave Scheme) representing approximately 2.7 per cent. of the fully diluted share capital of Minerva. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

4. Information relating to Minerva

Minerva is a property investment and development company in the UK.

The Minerva Group has completed two office developments in London's financial district, The City of London: The Walbrook Building, a 445,000 sq. ft. office development, and The St Botolph Building, a landmark 14 storey office building comprising circa. 560,000 sq. ft. In addition, the Minerva Group has a number of real estate developments and development sites; all located in the Greater London area, comprising residential properties and mixed-use schemes, including Lancaster Gate, a high end residential development overlooking London's Hyde Park; and Odeon Kensington, a residential development site on London's Kensington High Street.

For the year ended 30 June 2010, Minerva reported operating profits of GBP111.8 million, an increase in the Diluted EPRA net asset value of 180 per cent. to 131.8 pence per Minerva Share as at 30 June 2010 and an increase in basic net asset value to 8.9 pence per Minerva Share as at 30 June 2010 from a net liability of 28.8 pence per Minerva Share as at 30 June 2009. As at 30 June 2010, the Minerva Group's property portfolio was valued at GBP1,124.9 million.

For the six months ended 31 December 2010, Minerva reported operating profits of GBP20.8 million, a further increase in the Diluted EPRA net asset value of 6.2 per cent. to 140.0 pence per Minerva Share as at 31 December 2010 and an increase in basic net asset value of 142.7 per cent. to 21.6 pence per Minerva Share as at 31 December 2010. As at 31 December 2010, the Minerva Group's property portfolio was valued at GBP1,207.4 million.

An unaudited pro forma statement of net assets per Minerva Share will be contained in the Offer Document (the "Pro Forma Financial Information"). The Pro Forma Financial Information will be prepared based on Minerva's unaudited net assets as at 31 December 2010 and adjusted only for: (i) the valuation of Minerva's properties as at 31 March 2011 as certified by CBRE; (ii) the valuation of derivative financial instruments as at 31 March 2011 prepared by JC Rathbone; (iii) profits realised on trading properties and associated utilisation of deferred tax assets; and (iv) net financing costs and net rental income in the period from 31 December 2010 to 31 March 2011.

5. Information relating to Jupiter and the Consortium

(a) Jupiter

Jupiter is a limited liability company which was incorporated in England and Wales on 7 January 2011 under the Companies Act, with registered number 07485753. It has its registered office at 6th Floor Lansdowne House, Berkeley Square, London W1J 6ER.

The Jupiter Directors are Paul Goswell, Colin Wagman, Wilson Lamont and John Robertson. As at 28 June 2011 (the last Business Day prior to the Announcement Date), the Jupiter Directors were authorised pursuant to section 550 of the Companies Act to allot 249,999,998 ordinary shares of GBP0.01 each in the company and 2 shares were in issue, which had each been allotted, called-up and fully paid.

Save for activities in connection with the implementation and financing of the Offer, including the acquisition of 20,152,047 Minerva Shares on 1 June 2011 and entry into the JV Agreement and Possible Offer Agreement, Jupiter has not carried on any business prior to the date of this announcement, nor has it entered into any obligations. Jupiter has not paid any dividends or prepared any historical financial accounts.

The principal activity of Jupiter is to act as a holding company for Minerva. Jupiter's principal future investment is the acquisition of Minerva Shares not already held by Jupiter.

(b) AREA

AREA was founded in 1993 by William Mack and has more than 175 institutional investors, including some of the largest public and private sector pension funds in the United States, Europe, the Middle East and Australia, major insurance companies and financial service firms, university endowment funds, foundations, charitable trusts and high net worth individuals.

AREA has overseen the investment of multiple real estate funds and joint ventures, through which it has invested over $11 billion in more than 500 transactions with an aggregate value in excess of $50 billion. Headquartered in New York City, and with offices in London, Los Angeles, Atlanta, Paris and Mumbai, the AREA funds target a broad range of opportunistic, value-added and debt investments in real estate assets and portfolios throughout North America, Europe, and India.

AREA seeks situations in which value can be enhanced through intensive operational and financial management. AREA has significant experience of undertaking transactions in joint venture partnerships.

(c) Delancey

Delancey is a real estate investment advisory business operating in its current form since 2002. It is based in London and advises on real estate investments in the UK and mainland Europe. Since 2002, Delancey's key management team has comprised Jamie Ritblat, Colin Wagman, Paul Goswell and Timothy Haden-Scott. The Delancey team has overseen the investment of multiple real estate focused funds, investment vehicles and joint ventures.

Delancey's most recent client fund is DV4, which is described further in paragraph (g) below. This client fund was preceded by three previous real estate ventures involving assets with an aggregate value of approximately GBP5 billion.

Delancey has an experienced team of approximately 40 people with over GBP50 billion of transactions between them covering most if not all areas of real estate investment. One of Delancey's preferred strategies, on behalf of the funds it advises, is to undertake joint ventures with partners with complementary skill sets.

(d) Jupiter Holdco

Jupiter Holdco is a limited liability company formed in the British Virgin Islands. Jupiter is a wholly owned subsidiary of Jupiter Holdco. Jupiter Holdco has not traded since the date of its incorporation nor has it entered into any obligations, other than in connection with the implementation and financing of the Offer. The directors of Jupiter Holdco are DV4 Administration Ltd, Kintyre Corp., Andy Williams and Paul Lawrence.

(e) Saturn

Saturn is a newly incorporated limited liability company formed in Delaware, United States in connection with the Offer. Saturn holds 50 per cent. of the ordinary shares in Jupiter Holdco. 100 per cent. of the ordinary shares in Saturn are held by funds advised by AREA.

Saturn has not traded since the date of its incorporation nor has it entered into any obligations, other than in connection with the implementation and financing of the Offer and the financing of the acquisition of 20,152,047 Minerva Shares on 1 June 2011.

The current officers of Saturn are William L. Mack, John R.S. Jacobsson, Stuart F. Koenig, Richard Mack, Lee S. Neibart, Anne Delord, James Piper, Wilson Lamont, Luke Hamill, Ronald J. Solotruk, and Kieran Murphy.

(f) DV4 811

DV4 811 is a newly incorporated limited liability company formed in the British Virgin Islands in connection with the Offer. DV4 811 holds 50 per cent. of the ordinary shares in Jupiter Holdco. DV4 811 has not traded since the date of its incorporation nor has it entered into any obligations, other than in connection with the implementation and financing of the Offer. DV4 811 is a wholly owned indirect subsidiary of DV4 and is held through a series of intermediate companies, each of which was formed in connection with the Offer and has not traded since the date of its incorporation nor entered into any obligations, other than in connection with the implementation and financing of the Offer. DV4 Administration Ltd is the sole corporate director of DV4 811.

(g) DV4

DV4 is a long-term real estate investment fund established in 2007 with over GBP1 billion of equity capital and is exclusively advised on real estate matters by Delancey. DV4's approach to property investment is to seek to make stable consistent returns over the long term. Investors in DV4 include large family offices and institutional investors from the United States, Europe and the Middle East. Since its inception in 2007 DV4 has made a number of investments in the UK real estate market covering a range of sectors including, residential, office and retail.

6. Background to and reasons for the Offer

AREA and DV4 believe that Minerva owns a portfolio containing some high quality assets and development opportunities which, providing sufficient time and capital are available for them and market conditions permitting, should prove to be sound investment opportunities.

7. Background to and reasons for the recommendation

On 14 January 2011, Minerva announced that it was in discussions which may or may not lead to an offer being made for the Company. Since that time, the Board has conducted an extensive auction process and has held detailed discussions with a number of parties regarding their interest in the Company.

The Board's view is that the Offer is the most attractive proposal to emerge from that process. In deciding to recommend the Offer to Minerva Shareholders, the Board has taken into account a broad range of factors, including those outlined below.

Minerva successfully concluded a restructuring of its debt facilities in September 2009 and has since completed its two City of London office developments, The Walbrook Building and The St Botolph Building. In addition, Lancaster Gate, a high end residential development, is due for completion this summer. This has been achieved without the Company having to raise additional equity from Minerva Shareholders and during which time property values have recovered ground.

However, since then the level and availability of bank financing for real estate development activities has continued to be significantly constrained. This has implications for the Company's existing debt facilities, several of which are likely to need to be repaid, amended or extended in the coming years. In particular, the Company has three facilities totalling approximately GBP120 million that are repayable during the current calendar year. It has recently become clear that these facilities will not be extended on the same terms that Minerva currently enjoys, with a likelihood that increased margins, some debt repayment and associated refinancing fees will be required to secure the continuation of existing debt finance. In the light of prevailing bank financing market conditions, it may become necessary for significant capital to be injected into Minerva either to facilitate future refinancings or to pursue future potential development activities.

In addition to this, as previously disclosed, the loans secured against the Company's two City of London office developments include leasing milestones which are required to be met during the financial year ending 30 June 2012. In the case of The Walbrook Building, which is currently vacant, this covenant test is due prior to the end of the current calendar year. In the absence of reaching agreement on alternative arrangements with the Company's lenders, one consequence of failure to meet these covenant tests could be Minerva being required to repay these facilities.

Minerva continues to actively market The Walbrook Building and the remaining space in The St Botolph Building and has made proposals to a number of potential tenants. The Company continues to receive interest from prospective tenants, although it is not possible to determine how long it may take to secure further lettings and there can be no certainty that current discussions will result in lettings being concluded.

The Board believes that the Offer represents an attractive price and, due to its cash nature, provides certainty in the light of the above risks and has therefore decided to recommend that Minerva Shareholders accept the Offer. In particular, the Offer is at a 53.5 per cent. premium to Minerva's share price the day before it announced that it was in discussions regarding a possible offer for the Company.

8. Interests in Minerva Shares and Irrevocable undertakings

The Consortium currently has an aggregate interest of approximately 12 per cent. in the fully diluted share capital of Minerva.

In addition, Jupiter has received irrevocable undertakings to accept the Offer from the Minerva Directors in respect of their entire beneficial interests in the issued and to be issued Minerva Shares (excluding options held under the Sharesave Scheme) amounting to, in aggregate 4,573,293 Minerva Shares representing approximately 2.7 per cent. of Minerva's fully diluted share capital. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

Accordingly, Jupiter either owns or is otherwise interested in a total of 24,725,340 Minerva Shares representing approximately 14.7 per cent. of Minerva's fully diluted share capital.

9. Financing

Financing of the Offer

The cash consideration payable by Jupiter under the terms of the Offer will be funded by Jupiter Holdco. This funding will ultimately be provided from existing cash resources by funds advised by AREA and from DV4 on an equal basis.

Full acceptance of the Offer will result in cash consideration of approximately GBP178.3 million being payable to Minerva Shareholders (excluding interests in Minerva Shares currently held by the Consortium).

Rothschild and Ernst & Young, financial advisers to Jupiter, are satisfied that sufficient resources are available to Jupiter to satisfy in full the cash consideration payable to Minerva Shareholders as a result of full acceptance of the Offer.

New facility for Minerva

Jupiter Holdco has agreed to provide Minerva with additional funding of up to GBP40 million, to be available from the date the Offer becomes or is declared wholly unconditional. Such funding shall be provided in the form of deep discount bonds to be issued by Minerva and subscribed for by Jupiter Holdco, with Jupiter Holdco's subscription obligations guaranteed by DV4 and the AREA Funds. The bonds will be subscribed for by Jupiter Holdco at a discount to their nominal value such that the amount payable by Minerva upon their maturity is equivalent to an interest rate of 20 per cent. per annum on the relevant subscription price. Funds raised from the issue of the bonds shall by used by Minerva to meet the costs of implementing the amendments to certain of Minerva's existing facilities, in order to repay or pay down certain other existing loan facilities, and to pay any costs and expenses incurred by Minerva in connection with the Offer becoming or being declared unconditional. The maturity date of the deep discount bonds is 31 December 2012.

10. Management, employees and locations

Jupiter recognises the skills and experience of the existing Board, management team and employees of Minerva and accordingly has given assurances to the Board that the existing employment rights of the management and employees of Minerva, including pension rights, will be fully safeguarded following completion of the Offer.

No proposals have been made on the terms of any incentivisation arrangements for relevant employees or managers or the Minerva Directors.

Jupiter's current plans for Minerva do not involve any plans to change the principal locations of Minerva's business or to redeploy any of its material fixed assets.

11. Minerva Share Schemes

The Offer will extend to any Minerva Shares unconditionally allotted or issued on or prior to the date on which the Offer closes pursuant to the exercise of options granted or the vesting of awards under any of the Minerva Share Schemes. In due course, Jupiter will make appropriate proposals to the holders of such options and awards that will, amongst other things, permit acceptance of the Offer in respect of such options and awards conditional on the Offer becoming or being declared unconditional in all respects. In order to facilitate the acceptance of such proposals, Jupiter, subject to the City Code, will ensure that the Offer remains open for acceptance for a period of not less than one month after the date upon which the Offer becomes or is declared unconditional in all respects.

12. Disclosure of interests in Minerva

Jupiter confirms that it made an Opening Position Disclosure (as defined in the City Code) on 10 June 2011, setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code.

As at the close of business on 28 June 2011 (the last practicable Business Day prior to the announcement) and save as discussed above and for the irrevocable undertakings referred to in Appendix 3 of this announcement, neither Jupiter, nor any Jupiter Directors nor, so far as Jupiter is aware, any person acting in concert (within the meaning of the City Code) with Jupiter has any interest in, owns or has owned or controls or has controlled any Minerva Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds or has held options (including traded options) in respect of, or has or has had any option to acquire, any Minerva Shares or has entered into any derivatives referenced to Minerva Shares ("Relevant Shares") which remain outstanding, nor does any person have or has any such person had any arrangement in relation to Relevant Shares. An "arrangement" for these purposes also includes any indemnity or option arrangement, or any arrangement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold.

13. Inducement fee and other arrangements

Inducement fee

On 26 May 2011, Minerva, Jupiter and the Consortium entered into a Possible Offer Agreement in respect of the Offer, pursuant to which Minerva agreed, amongst other things, that it will pay an inducement fee equal to one per cent. of the value of the Company calculated by reference to the Offer Price if, following 26 May 2011 but prior to the earlier of (i) the Offer (once made) lapsing, being withdrawn, terminating or otherwise failing and (ii) termination of the Possible Offer Agreement:

(a) the Minerva Directors withdraw or qualify their recommendation of the Offer and the Offer subsequently lapses, is withdrawn, terminates or otherwise fails; or

(b) any person (other than Jupiter or any person acting in concert with it) announces a competing proposal (whether pursuant to Rule 2.4 or Rule 2.5 of the City Code) for Minerva and that or another competing proposal subsequently becomes unconditional in all respects.

However, Minerva is not required to pay the inducement fee under (a) above where the Minerva Directors fail to recommend the Offer or withdraw or qualify their recommendation because they wish to (and do so) publicly recommend a Higher Competing Offer that is made on materially the same terms and is subject to the same conditions as, or less onerous conditions than, the Offer (save that such Higher Competing Offer provides for a higher price per Minerva Share than the Offer), and such Higher Competing Offer subsequently lapses, is withdrawn, terminates or otherwise fails.

Minerva has agreed that it will not enter into any break fee, inducement fee or similar arrangement in connection with any competing proposal.

Nothing in the Possible Offer Agreement obliges Minerva to pay any amount which the Panel determines would not be permitted by Rule 21.2 of the City Code.

Non-solicitation

In the Possible Offer Agreement, Minerva has also agreed, amongst other things, that:

-- subject to certain limited exceptions, it will not solicit, encourage, initiate, negotiate, discuss or otherwise seek to procure the submission of any competing proposal which is reasonably likely to lead to an offer to acquire the Company and it will notify Jupiter in the event that it receives any competing proposal;

-- if it receives a Higher Competing Offer, it will provide Jupiter with details of its material terms (but it shall not be required to notify Jupiter of the identity of the third party making the proposal); and

-- it will not recommend any Higher Competing Offer unless it has given Jupiter two Business Days' notice and within that time Jupiter has not announced that it is increasing the Offer Price to a level which is equal to or in excess of the price offered in that competing proposal or that it is otherwise improving the terms of the Offer to provide equal or superior value to the Company's shareholders (a "Revised Offer").

14. Acceptance of the Offer

Except in limited circumstances in accordance with applicable law and the City Code, as will be explained in more detail in the Offer Document, acceptances of the Offer will be irrevocable.

15. Compulsory acquisition, delisting and re-registration

If the Offer becomes or is declared wholly unconditional, and sufficient acceptances under the Offer are received, Jupiter intends to procure that Minerva will make an application for the cancellation of the listing of Minerva Shares on the Official List and for the cancellation of trading of the Minerva Shares on the London Stock Exchange's market for listed securities. In addition, Minerva Shareholders should note that Minerva may cease to be eligible for listing if not more than 25 per cent. of Minerva Shares are in public hands, which for these purposes would exclude interests in more than 5 per cent. In this event, Jupiter intends to request the FSA to cancel Minerva's listing on the basis that Minerva no longer satisfies all the continuing obligations for maintaining a listing.

De-listing is likely to significantly reduce the liquidity and marketability of any Minerva Shares in respect of which the Offer has not been accepted.

If the Offer becomes or is declared unconditional in all respects it is anticipated that cancellation of listing on the Official List and cancellation of trading on the London Stock Exchange will take effect no earlier than 20 Business Days after: (i) the date on which Jupiter has obtained, at a general meeting, the prior approval of a resolution for the cancellation from a majority of not less than 75 per cent. of the holders of the Minerva Shares as (being entitled to do so) vote in person or, where proxies are allowed, by proxy (the "De-listing Resolution"); (ii) the date on which Jupiter has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Minerva Shares; or (iii) the first date of issue of compulsory acquisition notices under Part 28 of the Companies Act. It should be noted that cancellation of listing on the Official List and cancellation of trading on the London Stock Exchange may occur earlier in the event that, as a consequence of less than 25 per cent. of Minerva Shares being in public hands, the FSA determines that Minerva is no longer eligible for listing. Jupiter will notify Minerva Shareholders when the De-listing Resolution has been passed (or the compulsory acquisition notices served) and confirm that the notice period has commenced and the anticipated date of cancellation.

If Jupiter receives acceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Minerva Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to such shares and assuming all other Conditions of the Offer have been satisfied or waived (if they are capable of being waived), Jupiter intends to exercise its rights pursuant to section 974 to 991 of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, the remaining Minerva Shares in respect of which the Offer has not been accepted.

It is also intended that, following the Offer becoming or being declared unconditional in all respects, Minerva will seek to re-register as a private company under the relevant provisions of the Companies Act 2006.

16. Overseas Minerva Shareholders

The distribution of this announcement to, and the availability of the Offer to, persons who are not resident in the United Kingdom or 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 Minerva Shareholders will be contained in the Offer Document.

17. General

This announcement does not constitute an offer to purchase or an invitation to sell any Minerva Shares and any responses to the Offer should be made only on the basis of the information contained in the Offer Document.

The Offer Document setting out further details of the Offer, including the Offer timetable, will be posted to Minerva Shareholders (other than to persons in a Restricted Jurisdiction) as soon as reasonably practicable after, and in any event within 28 days of, the date of this announcement (unless agreed otherwise with the Panel).

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the City Code.

In accordance with applicable US tender offer laws, the Offer will remain open for at least 20 US business days from the date of the Offer Document.

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, for inspection on Minerva's website at www.minervaplc.co.uk, AREA's website at www.areapropertypartners.com and Delancey's website at www.delancey.com during the course of the Offer.

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.

The Offer will be subject to the Conditions and further terms in relation to the Offer set out in Appendix 1 to this announcement and to be set out in the Offer Document. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix 3 to this announcement contains a summary of the irrevocable undertakings given by the Minerva Directors. Appendix 4 to this announcement contains definitions of certain expressions in the announcement.

Please be aware that addresses, electronic addresses and certain other information provided by Minerva Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Minerva may be provided to Jupiter and/or the Consortium during the Offer Period as required under Section 4 of Appendix 4 of the Code.

This announcement has been made with the approval of Jupiter and the Consortium.

Enquiries:

Minerva plc +44 (0)20 7535 1000 Oliver Whitehead (Chairman) Salmaan Hasan (Chief Executive) Ivan Ezekiel (Finance Director)

Greenhill & Co. International LLP +44 (0)20 7198 7400 (Financial adviser to Minerva) Brian Cassin Edward Rowe

Citi +44 (0)20 7986 0520 (Joint Corporate Broker to Minerva) Alex Carter

Peel Hunt +44 (0)20 7418 8900 (Joint Corporate Broker to Minerva) Capel Irwin

Brunswick +44 (0)20 7404 5959 (Public Relations Adviser to Minerva) Simon Sporborg

Jupiter Paul Goswell +44 (0)20 7448 1448 Colin Wagman +44 (0)20 7448 1448 Wilson Lamont +44 (0)20 7259 3000 John Robertson +44 (0)20 7259 3000

Rothschild +44 (0)20 7280 5000 (Financial adviser to Jupiter) Alex Midgen Richard Blackwell

Ernst & Young LLP +44 (0)20 7951 2000 (Financial adviser to Jupiter) Fraser Greenshields Tim Medak Mark Harrison

Financial Dynamics +44 (0) 20 7831 3113 (Public Relations Adviser to Jupiter) Dido Laurimore

IMPORTANT NOTICES

This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and acceptance forms accompanying the Offer Document, which will contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information in such documents.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Minerva and no one else in connection with the Offer and will not be responsible to anyone other than Minerva for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for each of AREA and Jupiter and no one else in connection with the Offer and will not be responsible to anyone other than AREA and Jupiter for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Ernst & Young, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for each of Jupiter and DV4 811, and no one else in connection with the Offer and will not be responsible to anyone other than Jupiter and DV4 811 for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws and/or regulations of those jurisdictions and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer 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. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute documents, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Minerva Shareholders who are resident in jurisdictions other than the United Kingdom or the United States may be restricted by the laws and/or regulations of those jurisdictions. Any Minerva Shareholders who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

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 and regulations of any jurisdiction outside of England.

The receipt of cash pursuant to the Offer by Minerva Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Minerva Shareholder is urged to consult their independent professional adviser regarding the tax consequences of acceptance to the Offer.

Notice to US investors

The Offer is being made for securities of a United Kingdom company and Minerva Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Minerva's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the UK Financial Services Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be made solely by Jupiter and not by any of its financial advisers.

Minerva and Jupiter are both companies incorporated under the laws of England and Wales. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of Minerva and Jupiter are located outside the United States. As a result, it may not be possible for Minerva Shareholders in the United States to effect service of process within the United States upon Minerva or Jupiter or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Minerva or Jupiter or their respective officers or directors in a non-US court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of United States courts, based on the civil liability provisions of United States federal securities laws.

In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Jupiter or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Minerva Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Rothschild and Ernst & Young will continue to act as exempt principal traders in Minerva securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions. Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Cautionary Note Regarding Forward-Looking Statements

This announcement, including information included in this announcement, contains certain "forward-looking statements". These statements are based on the current expectations of the management of Minerva and Jupiter (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Minerva or Jupiter of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Forward-looking statements include, without limitation, statements that typically contain words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as, but not limited to, future market conditions, changes in the regulatory environment and the behaviour of other market participants. Neither Minerva nor Jupiter can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither Minerva nor Jupiter undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

APPENDIX 1

CONDITIONS TO AND CERTAIN TERMS OF THE OFFER

Part A: Conditions of the Offer

The Offer will be subject to the following Conditions:

(A) 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 date(s) as Jupiter may, with the consent of the Panel or in accordance with the City Code and the Exchange Act, decide) in respect of Minerva Shares which together with Minerva Shares acquired or agreed to be acquired other than pursuant to the Offer (and whether before, on or after the date of the Offer) will result in Jupiter 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 as to acceptances.

For the purposes of this condition:

(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, 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;

(ii) the expression "Minerva Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(iii) Minerva Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Minerva Shares to which the Offer relates; and

(iv) valid acceptances shall be deemed to have been received in respect of Minerva Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Jupiter by virtue of acceptances of the Offer;

(B) except as fairly disclosed in the annual report and accounts of Minerva for the year ended 30 June 2010 or the interim results of Minerva for the half year ended 31 December 2010, or as publicly announced to a Regulatory Information Service by or on behalf of Minerva or as otherwise fairly disclosed to Jupiter by or on behalf of Minerva prior to the Announcement Date there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Minerva Group (a "Minerva Member") is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Minerva or because of a change in the control or management of Minerva, could or might reasonably be expected to result in, in each case, to an extent which is material in the context of the Minerva Group taken as a whole:

(i) any moneys borrowed by, or any other indebtedness, (actual or contingent) of, or grant available to any Minerva Member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any Minerva Member thereunder being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any Minerva Member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged other than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any Minerva Member;

(v) the rights, liabilities, obligations or interests of any Minerva Member in, or the business of any Minerva Member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected; or

(vii) the creation or acceleration of any liability, actual or contingent, by any Minerva Member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any Minerva Member is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vii) of this Condition;

(C) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Minerva Group of all or any portion of its businesses, assets or properties or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) which, in any such case, is material in the context of the Minerva Group taken as a whole;

(ii) require, prevent or delay the divestiture by any member of the Jupiter Group of any shares or other securities in Minerva; impose any material limitation on, or result in a material delay in, the ability of any member of the Jupiter Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Minerva Group or to exercise management control over any such Minerva Member;

(iii) otherwise adversely affect the business, assets, profits or prospects of any Minerva Member in a manner which is adverse to and material in the context of the Minerva Group taken as a whole; or

(iv) make the Offer or its implementation or the acquisition or proposed acquisition by Jupiter or any member of the Jupiter Group of any shares or other securities in, or control of Minerva void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Minerva Shares having expired, lapsed or been terminated;

(D) all necessary notifications, filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Jupiter Group of any shares or other securities in, or control of, Minerva and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Jupiter for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Minerva by any member of the Jupiter Group having been obtained in terms and in a form reasonably satisfactory to Jupiter from all appropriate Third Parties or persons with whom any member of the Minerva Group has entered into material contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Minerva Group which is material in the context of the Minerva Group as a whole remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(E) except as disclosed in the annual report and accounts of Minerva for the year ended 30 June 2010 or the interim results of Minerva for the half year ended 31 December 2010, or as publicly announced by or on behalf of Minerva in accordance with the Listing Rules or Disclosure Rules or as otherwise fairly disclosed in writing to Jupiter by or on behalf of Minerva prior to the Announcement Date, no member of the Minerva Group having, since 30 June 2010:

(i) save as between Minerva and wholly-owned subsidiaries of Minerva or for Minerva Shares issued in connection with options or awards granted under the Minerva Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Minerva and wholly-owned subsidiaries of Minerva or for the grant of options or awards under the Minerva Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Minerva Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Minerva Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-Minerva Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Minerva Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii) purchased, redeemed or repaid any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented or authorised any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or materially changed the terms of any contract with any director or senior executive;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Minerva Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which, in each case, is material in the context of the Minerva Group taken as a whole;

(x) (other than in respect of a member which was dormant or solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) entered into any contract, transaction or arrangement which would be materially restrictive on the business of any member of the Minerva Group other than to a nature and extent which is normal in the context of the business concerned;

(xii) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Minerva Group taken as a whole;

(xiii) having, except as required by law, made or agreed or consented to any significant change to:

(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Minerva Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Minerva Group;

(F) except as disclosed in the annual report and accounts of Minerva for the year ended 30 June 2010 or the interim results of Minerva for the half year ended 31 December 2010, or publicly announced in accordance with the Listing Rules or Disclosure Rules by or on behalf of Minerva or as otherwise fairly disclosed in writing to Jupiter by or on behalf of Minerva prior to the Announcement Date, or where not material in the context of the Minerva Group taken as a whole, since 30 June 2010:

(i) no adverse change or deterioration having occurred or which might be expected to result in the business, assets, financial or trading position or profits of any member of the Minerva Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Minerva Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Minerva Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Minerva Group;

(iii) no contingent or other liability having arisen or become apparent to Jupiter which would be reasonably likely to adversely affect the business, assets, financial or trading position or profits of any member of the Minerva Group; and

(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Minerva Group which is necessary for the proper carrying on of its business;

(G) except as disclosed in the annual report and accounts of Minerva for the year ended 30 June 2010 or the interim results of Minerva for the half year ended 31 December 2010 or as publicly announced in accordance with the Listing Rules by or on behalf of Minerva or as otherwise fairly disclosed in writing to Jupiter by or on behalf of Minerva prior to the Announcement Date, Jupiter not having discovered:

(i) that any financial, business or other information concerning the Minerva Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Minerva Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading which is in any case material and adverse to the financial or trading position of the Minerva Group taken as a whole;

(ii) that any member of the Minerva Group is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Minerva for the year ended 30 June 2010 or the interim results for Minerva for the year ended 31 December 2010 and which is material in the context of the Minerva Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Minerva Group and which is material in the context of the Minerva Group taken as a whole; and

(H) except as disclosed in the annual report and accounts for Minerva for the year ended 30 June 2010 or the interim results of Minerva for the half year ended 31 December 2010 or as publicly announced in accordance with the Listing Rules by or on behalf of Minerva or as otherwise fairly disclosed in writing to Jupiter by or on behalf of Minerva prior to the Announcement Date, Jupiter not having discovered that:

(i) any past or present member of the Minerva Group has failed to comply with any and/or all applicable legislation or regulation of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Minerva Group and which is material in the context of the Minerva Group taken as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Minerva Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Minerva Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Minerva Group taken as a whole.

Part B: Certain terms of the Offer

(A) Jupiter reserves the right to waive in whole or in part all or any of the Conditions except Condition (A).

(B) Conditions (B) to (H) (inclusive) must be fulfilled or (if capable of waiver) be waived by midnight on the 21(st) day after the later of the first closing date of the Offer and the date on which Condition (A) is fulfilled (or in each case such later date as Jupiter may, with the consent of the Panel, decide), failing which the Offer will lapse. Jupiter shall be under no obligation to waive (if capable of waiver) or to treat as fulfilled any of Conditions (B) to (H) (inclusive) by a date earlier than the latest date specified above for the fulfilment of that Condition, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any condition may not be capable of fulfilment.

(C) If Jupiter is required by the Panel to make an offer for Minerva Shares under the provisions of Rule 9 of the City Code, Jupiter may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

(D) 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 that date.

(E) The Offer will lapse if it is referred to the Competition Commission in the United Kingdom before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

(F) If the Offer lapses or is withdrawn it will cease to be capable of further acceptance. Minerva Shareholders who have accepted the Offer and Jupiter shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses or is withdrawn.

(G) The availability of the Offer to persons not resident in the United Kingdom or the United States 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.

(H) This Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions set out above, the further terms set out below and 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 City Code and the Exchange Act.

(I) 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) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

(J) The Offer will be on the terms and will be subject to the Conditions set out in this Appendix 1, those terms which will be set out in the Offer Document and such further terms as may be required to comply with the Listing Rules and the City Code and other applicable law. This announcement does not constitute an offer or invitation to purchase Minerva Shares or any other securities.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1. Unless otherwise stated, financial information relating to the Minerva Group has been extracted or derived (without any adjustment) from:

o the Minerva Plc audited Annual Report and Accounts for the year ended 30 June 2010; and

o the unaudited Interim Results for the six months ended 31 December 2010 released by Minerva on 22 February 2011.

2. The value of the Offer, based on the Offer Price, is calculated on the basis of the fully diluted number of Minerva Shares referred to in paragraph 4 below less the 20,152,047 Minerva Shares acquired by Jupiter on 1 June 2011.

3. As at the close of business on 28 June 2011, being the last Business Day prior to the Announcement Date, Minerva had in issue 161,216,376 Minerva Shares. The International Securities Identification Number for Minerva Shares is GB0005953681.

4. The fully diluted share capital of Minerva (being 168,134,589 Minerva Shares) is calculated on the basis of:

-- the number of issued Minerva Shares referred to in paragraph 3 above; and

-- 6,918,213 to be issued Minerva Shares, being the aggregate of an estimate, based upon management information, of the number of Minerva Shares that would be issued if all options outstanding under the Sharesave Scheme were exercised in full on 31 July 2011 and the number of Minerva Shares that would be issued if the performance condition contained in the EIP had been tested on 28 June 2011, being the latest practicable date prior to the date of this announcement and satisfied in full.

The diluted number of Minerva Shares at a given date will depend on the number of outstanding awards and Minerva Shares under option at that date and on whether certain performance conditions have been satisfied.

5. Unless otherwise stated, all prices and closing prices for Minerva Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List.

6. The Offer Price premium calculations to the price per Minerva Share have been calculated as follows:

-- the Closing Price per Minerva Share of 117.5 pence on 28 June 2011, the last Business Day prior to the Announcement Date, is derived from data provided by FactSet;

-- the Closing Price per Minerva Share of 99.25 pence on 25 May 2011 is derived from data provided by FactSet;

-- the Closing Price per Minerva Share of 78.5 pence on 13 January 2011 is derived from data provided by FactSet; and

-- the average Closing Price per Minerva Share of 92.4 pence over the 12 month period to 13 January 2011 is derived from data provided by FactSet.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following Minerva Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their own beneficial holdings in the issued and to be issued Minerva Shares as follows:

 
                                                             Percentage of 
                                        Number of to          Minerva issued 
 Name of Minerva     Number of issued    be issued Minerva    and to be issued 
  Shareholder         Minerva Shares     Shares (1)           share capital 
------------------  -----------------  -------------------  ------------------ 
 Ivan Ezekiel        120,831            980,000              0.65 
------------------  -----------------  -------------------  ------------------ 
 Timothy Garnham     2,414              980,000              0.58 
------------------  -----------------  -------------------  ------------------ 
 Salmaan Hasan       477,142            1,633,333            1.26 
------------------  -----------------  -------------------  ------------------ 
 John Matthews       65,000             0                    0.04 
------------------  -----------------  -------------------  ------------------ 
 Oliver Whitehead    314,573            0                    0.19 
------------------  -----------------  -------------------  ------------------ 
 Total               979,960            3,593,333            2.72 
------------------  -----------------  -------------------  ------------------ 
 

The undertakings will cease to be binding only if (i) the Offer Document has not been posted within 28 days after the announcement of the Offer (or within such longer period as Jupiter, with the consent of the Panel, determines); (ii) the Offer lapses or is withdrawn; or (iii) a Higher Competing Offer is received and Jupiter does not submit a Revised Offer within two Business Days of being notified by Minerva of the Higher Competing Offer.

________________________________________________________

1 These figures assume that the relevant performance condition under the EIP will be met and therefore all outstanding options under the EIP will vest. Any options held under the Sharesave Scheme are excluded.

APPENDIX 4

DEFINITIONS

 
 "Announcement Date"                 29 June 2011 
 "Board"                             the board of directors of Minerva 
 "Business Day"                      a day, (other than a Saturday, Sunday, 
                                      public or bank holiday) on which 
                                      banks are generally open for business 
                                      in London 
 "CBRE"                              CB Richard Ellis of Kingsley House 
                                      1a Wimpole Street, London W1G 0RE 
 "Citi"                              Citigroup Global Markets Limited 
 "City Code"                         the City Code on Takeovers and Mergers 
 "Closing Price"                     the closing middle market quotations 
                                      of a share derived from the Daily 
                                      Official List of the London Stock 
                                      Exchange 
 "Companies Act"                     the Companies Act 2006 
 "Conditions"                        the conditions of the Offer as set 
                                      out in Appendix 1 to this announcement 
 "Dealing Disclosure"                has the meaning given in Rule 8 
                                      of the City Code 
 "Diluted EPRA net asset             the diluted net asset value, calculated 
  value"                              in accordance with the definition 
                                      set out by the European Public Real 
                                      Estate Association and as reported 
                                      by the Company 
 "Disclosure Rules"                  the disclosure and transparency 
                                      rules of the Financial Services 
                                      Authority in its capacity as the 
                                      UK Listing Authority under the Financial 
                                      Services and Markets Act 2000, and 
                                      contained in the UK Listing Authority's 
                                      publication of the same name 
 "EIP"                               the Minerva plc 2005 Executive Incentive 
                                      Plan 
 "Ernst & Young"                     Ernst & Young LLP, financial adviser 
                                      to Jupiter and DV4 811 Limited 
 "Exchange Act"                      United States Securities Exchange 
                                      Act of 1934, as amended 
 "Greenhill"                         Greenhill & Co. International LLP, 
                                      financial adviser to Minerva 
 "Financial Services Authority"      the Financial Services Authority 
  or "FSA"                            acting in its capacity as the competent 
                                      authority for the purposes of Part 
                                      VI of the UK Financial Services 
                                      and Markets Act 2000 
 "Higher Competing Offer"            a competing proposal to acquire 
                                      the Company which, amongst other 
                                      things, the Board believes would 
                                      be superior to the Offer from a 
                                      financial point of view and which 
                                      the Board is minded to recommend 
 "JC Rathbone"                       J.C. Rathbone Associates Limited, 
                                      a company registered in London under 
                                      number 2330205 and whose registered 
                                      office is at 12 St. James's Square, 
                                      London SW1Y 4LB 
 "Jupiter"                           Jupiter Properties 2011 UK Limited, 
                                      incorporated in England and Wales 
                                      with registered number 07485753 
 "Jupiter Directors"                 the directors of Jupiter as at the 
                                      Announcement Date, or, where the 
                                      context so requires, the directors 
                                      of Jupiter from time to time 
 "Jupiter Group"                     Jupiter and its subsidiaries and 
                                      subsidiary undertakings and parent 
                                      undertakings, and any other subsidiary 
                                      of its parent undertakings and, 
                                      where the context permits, each 
                                      of them from time to time 
 "Jupiter Holdco"                    Jupiter Holdco (BVI) Limited, a 
                                      company registered in the British 
                                      Virgin Islands under number 1641847 
                                      and whose registered office is at 
                                      Craigmuir Chambers, Road Town, Tortola, 
                                      BVI 
 "JV Agreement"                      the joint venture agreement dated 
                                      26 May 2011 entered into between 
                                      DV4 811, Saturn and Jupiter 
 "Lancaster Gate"                    the development of 75-89 Lancaster 
                                      Gate, London W2 owned by Lancaster 
                                      Gate (Hyde Park) Limited 
 "Listing Rules"                     the rules and regulations made by the 
                                     Financial Services Authority in its 
                                     capacity as the UK Listing Authority 
                                     under the Financial Services and Markets 
                                     Act 2000, and contained in the UK Listing 
                                     Authority's publication of the same name 
 "London Stock Exchange"             London Stock Exchange plc, together 
                                      with any successors thereto 
 "Minerva"                           Minerva plc, incorporated in England 
                                      and Wales with registered number 
                                      02649607 
 "Minerva Directors"                 the directors of Minerva as at the 
                                      Announcement Date 
 "Minerva Group"                     Minerva and its subsidiary and associated 
                                      undertakings 
 "Minerva Shareholders"              the holders of Minerva Shares 
 "Minerva Shares"                              the existing issued or 
                                               unconditionally allotted and 
                                               fully paid (or credited as 
                                               fully paid) ordinary shares of 
                                               25p 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) before 
                                               the date on which the Offer 
                                               closes or, subject to the 
                                               provisions of the City Code, 
                                               such earlier date as Jupiter 
                                               may determine, including any 
                                               such shares unconditionally 
                                               allotted or issued upon the 
                                               exercise of options or 
                                               satisfaction of awards granted 
                                               under the Minerva Share 
                                               Schemes 
 "Minerva Share Schemes"             means the Sharesave Scheme, the 
                                      EIP and such other share option 
                                      or award schemes operated by Minerva 
                                      from time to time 
 "Odeon Kensington"                  the residential development site 
                                      at Odeon Kensington, High Street 
                                      Kensington, London W8 
 "Offer"                             the recommended cash offer to be 
                                      made by Jupiter to acquire Minerva 
                                      Shares on the terms and subject 
                                      to the Conditions set out in this 
                                      announcement and to be set out in 
                                      the Offer Document, including where 
                                      the context so requires, any subsequent 
                                      revision, variation, extension or 
                                      renewal of such offer 
 "Offer Document"                    the document to be despatched to 
                                      Minerva Shareholders and others 
                                      by Jupiter containing, amongst other 
                                      things, the Offer, the Conditions 
                                      and certain information about Jupiter 
                                      and Minerva 
 "Offer Period"                      the offer period (as defined in 
                                      the City Code) that the Company 
                                      is currently in and which commenced 
                                      on 14 January 2011 
 "Official List"                     the official list maintained by 
                                      the UK Listing Authority 
 "Offer Price"                       120.5 pence in cash per Minerva 
                                      Share 
 "Opening Position Disclosure"       has the meaning given in Rule 8 
                                      of the City Code 
 "Panel"                             the Panel on Takeovers and Mergers 
 "Peel Hunt"                         Peel Hunt Limited 
 "Possible Offer Agreement"          the possible offer agreement entered 
                                      into between, inter alia, Minerva, 
                                      Jupiter, DV4 Limited and Saturn 
                                      Properties Holding LLC dated 26 
                                      May 2011 
 "Pro Forma Financial Information"   has the meaning ascribed to it in 
                                      paragraph 4 of this announcement 
 "Regulatory Information             any of the services set out in Appendix 
  Service"                            3 to the Listing Rules 
 "Restricted Jurisdiction"           any of Australia, Canada or Japan 
                                      or any other jurisdiction where 
                                      local laws or regulations may result 
                                      in a significant risk of civil, 
                                      regulatory or criminal exposure 
                                      if information concerning the Offer 
                                      is sent or made available to Minerva 
                                      Shareholders in that jurisdiction 
 "Rothschild"                        N M Rothschild & Sons Limited, financial 
                                      adviser to Jupiter and AREA 
 "Saturn"                            Saturn Properties Holding, LLC, 
                                      a limited liability company registered 
                                      in Delaware 
 "Sharesave Scheme"                  the Minerva 2001 Sharesave Scheme 
 "Subsidiary"                        has the meaning given in section 
                                      1159 of the Companies Act 2006 
 "UK" or "United Kingdom"            the United Kingdom of Great Britain 
                                      and Northern Ireland 
 "UK Listing Authority"              the FSA as the competent authority 
                                      for listing in the United Kingdom 
 "US" or "United States"             the United States of America, its 
                                      territories and possessions, any 
                                      state of the United States of America 
                                      and the District of Columbia 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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