VIII Investment UK Sarl Offer by VIII Investment UK Sarl (2995G)

TIDMTTM TIDMOTE

RNS Number : 2995G

VIII Investment UK Sarl

27 June 2012

Not for release, publication or distribution in or into Canada, Australia or Japan

27 June 2012

VIII Investment UK S.a r.l. ("VIII Investment")

Recommended unconditional cash offer for O Twelve Estates Limited ("O Twelve")

Summary

-- The board of directors of VIII Investment, a company owned by funds managed and/or advised by Westbrook, and the Independent Directors of O Twelve announce that they have reached agreement on the terms of a recommended unconditional cash offer for O Twelve, to be made by VIII Investment to acquire the whole of the issued and to be issued share capital of O Twelve not already held by VIII Investment.

-- The Offer will be 7 pence in cash for each O Twelve Share and values O Twelve's existing issued share capital at approximately GBP33.6 million. The Offer will not be made in respect of the 370,025,139 O Twelve Shares currently held by VIII Investment, representing, as at the date of this announcement, approximately 77.06 per cent. of the issued ordinary share capital of O Twelve.

-- The Offer Price is approximately equivalent to the net asset value per O Twelve Share as at 31 March 2012 and represents:

o a premium of 75 per cent. to the Closing Price of 4 pence per O Twelve Share on 15 June 2012, being the last business day before O Twelve's announcement that it was in advanced discussions with VIII Investment regarding a potential unconditional cash offer;

o a premium of approximately 75 per cent. to the average Closing Price of approximately 4 pence per O Twelve Share over the six month period to 15 June 2012, being the last business day before O Twelve's announcement that it was in advanced discussions with VIII Investment regarding a potential unconditional cash offer; and

o a premium of 12 per cent. to the Closing Price of 6.25 pence per O Twelve Share on 26 June 2012, the last business day prior to the announcement of the Offer.

-- VIII Investment has received irrevocable undertakings to accept the Offer from the Independent Directors in respect of a total of 1,070,000 O Twelve Shares, representing approximately 0.22 per cent. of the existing issued ordinary share capital of O Twelve and 0.97 per cent. of the O Twelve Shares in respect of which the Offer is being made.

-- The Independent Directors, who have been so advised by Fairfax, consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Directors intend unanimously to recommend that O Twelve Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own O Twelve Shares. In providing its advice, Fairfax has taken into account the commercial assessment of the Independent Directors.

-- It is anticipated that the offer document will be posted to O Twelve Shareholders on 28 June 2012 and in any event within 28 days of the making of this announcement.

This summary should be read in conjunction with, and is subject to, the full text of the attached announcement. Appendix 1 to the announcement contains certain terms of the Offer. Appendix 2 contains further details of the sources of information and bases of calculations set out in this announcement and Appendix 4 contains definitions of certain expressions used in this summary and announcement.

Enquiries:

VIII Investment

Andrew Gummer Tel: 020 7659 9456

Mark Donnor Tel: 020 7659 9452

Rothschild (financial adviser to VIII Investment)

Alex Midgen Tel: 020 7280 5000

Richard Blackwell Tel: 020 7280 5000

O Twelve Estates Limited

Phil Rhodes, Chairman Tel: 020 7016 0050

Fairfax I.S. PLC (financial adviser to O Twelve)

Simon Bennett / Katy Birkin Tel: 020 7598 5368

This announcement is not intended to and does not constitute an offer or invitation to purchase any securities. The Offer will be made solely by means of the offer document and the acceptance forms accompanying the offer document, which will contain the full terms of the Offer including details of how it may be accepted.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for VIII Investment and for no--one else in connection with the Offer and will not be responsible to anyone other than VIII Investment for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer.

Fairfax, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for O Twelve and for no--one else in connection with the Offer and will not be responsible to anyone other than O Twelve for providing the protections afforded to clients of Fairfax nor for providing advice in relation to the Offer.

Overseas Shareholders

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the offer document.

The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance in or from Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into Canada, Australia or Japan.

Notice to US holders of O Twelve Shares

The Offer is being made for the securities of a Guernsey company listed in the United Kingdom on AIM and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of the City Code. 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 US domestic tender offer procedures and law.

It may be difficult for US holders of O Twelve Shares to enforce their rights and claims arising out of the US federal securities laws, since VIII Investment and O Twelve are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of O Twelve Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, VIII Investment, its nominees, its brokers (acting as agents) or affiliates of Rothschild may from time to time make certain purchases of, or arrangements to purchase, O Twelve Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Forward-looking statements

This announcement, oral statements made regarding the Offer and other information published by VIII Investment or O Twelve may contain certain statements that are or may be forward-looking. These statements are based on the current expectations of the managements of VIII Investment and/or O Twelve (as applicable) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Offer, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential disposals and other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements that typically contain words such as: "will", "may", "should", "could", "continue", "believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", "plans" and "forecasts" or words of similar import. The forward-looking statements involve risks 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 ability of the person making the statement to control or estimate precisely,

such as future market conditions and the behaviour of other market participants. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward-looking statements. Therefore investors should not place undue reliance on such statements as a prediction of actual results. VIII Investment and O Twelve assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being an 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) of the City Code applies must be made by no later than 3.30 p.m. (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 of the City Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m. (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 of the City Code.

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

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 Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commences 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.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the City Code, you should contact an independent financial adviser authorised by the Financial Services Authority under the Financial Services and Markets Act 2000 or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129.

Publication on website

A copy of this announcement and the irrevocable undertakings referred to in paragraph 3 will be available free of charge on O Twelve's website at www.otwelveestates.com by no later than 12 noon (London time) on 28 June 2012 and during the course of the Offer.

Not for release, publication or distribution in or into Canada, Australia or Japan

27 June 2012

VIII Investment UK S.a r.l. ("VIII Investment")

Recommended unconditional cash offer for O Twelve Estates Limited ("O Twelve")

   1.         Introduction

The board of directors of VIII Investment, a company owned by funds managed and/or advised by Westbrook, and the Independent Directors of O Twelve are pleased to announce that they have reached agreement on the terms of a recommended unconditional cash offer, to be made by VIII Investment to acquire the whole of the issued and to be issued share capital of O Twelve not already held by VIII Investment.

It is anticipated that VIII Investment will post the offer document on the day following the making of this announcement and in any event within 28 days of the making of this announcement.

O Twelve and VIII Investment entered into the Relationship Agreement for the principal purpose of ensuring an arm's length relationship between VIII Investment and O Twelve. Upon posting the offer document, VIII Investment has the right to (and intends to) terminate the Relationship Agreement by providing notice to O Twelve. As a consequence, the protections that the Relationship Agreement provides to O Twelve would no longer be available and VIII Investment would be entitled to appoint and remove such number of directors as it wished in order to control the O Twelve board.

The Offer Price will be 7 pence in cash for each O Twelve Share and values O Twelve's existing issued share capital at approximately GBP33.6 million. The Offer will not be made in respect of the 370,025,139 O Twelve Shares currently held by VIII Investment, representing, as at the date of this announcement, approximately 77.06 per cent. of the issued ordinary share capital of O Twelve.

The Offer Price represents:

(a) a premium of 75 per cent. to the Closing Price of 4 pence per O Twelve Share on 15 June 2012, being the last business day before O Twelve's announcement that it was in advanced discussions with VIII Investment regarding a potential unconditional cash offer;

(b) a premium of approximately 75 per cent. to O Twelve's share price of approximately 4 pence per O Twelve Share over the six month period to 15 June 2012, being the last business day before O Twelve's announcement that it was in advanced discussions with VIII Investment regarding a potential unconditional cash offer; and

(c) a premium of 12 per cent. to the Closing Price of 6.25 pence per O Twelve Share on 26 June 2012, being the last business day prior to the announcement of the Offer.

The Independent Directors, who have been so advised by Fairfax, consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Directors intend unanimously to recommend that O Twelve Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own O Twelve Shares. In providing its advice, Fairfax has taken into account the commercial assessment of the Independent Directors.

   2.         The Offer

The Offer, which will be subject to the terms set out in Appendix 1 and to be set out in the offer document, will be made on the following basis:

 
 for each O Twelve Share         7 pence in cash 
  (other than the 370,025,139 
  O Twelve Shares held by VIII 
  Investment)

The Offer values O Twelve's existing issued share capital at approximately GBP33.6 million.

The Offer extends to all O Twelve Shares not already held by VIII Investment which are either unconditionally allotted or which are issued and fully paid on the date of the Offer (excluding any treasury shares except to the extent these cease to be held as treasury shares before such date as VIII Investment may determine) and to any O Twelve Shares which are unconditionally allotted or which are issued and fully paid before the date on which the Offer closes or such earlier date as VIII Investment may, subject to the City Code, decide, not being earlier than the Closing Date.

The Offer is unconditional and, in particular, there is no acceptance condition to the Offer. The Offer will remain open for acceptance until 1.00 p.m. (London time) on the Closing Date.

   3.         Irrevocable Undertakings

VIII Investment has received irrevocable undertakings to accept the Offer from the Independent Directors in respect of the 1,070,000 O Twelve Shares held by them (or their family members) representing approximately 0.22 per cent. of the existing issued ordinary share capital of O Twelve and 0.97 per cent. of the O Twelve Shares in respect of which the Offer is made. The undertakings from the Independent Directors shall cease to be binding only if the Offer lapses or is withdrawn and remain binding in the event that a higher competing offer for O Twelve is made.

Further details of these irrevocable undertakings are set out in Appendix 3to this announcement.

   4.         Information relating to Westbrook and VIII Investment

Westbrook was founded in 1994 and is a privately owned fully integrated real estate investment management company with offices located in New York, Boston, Washington DC, San Francisco, Los Angeles, London, Paris and Tokyo. Westbrook has raised and invested approximately $10 billion of equity in over $40 billion of real estate transactions in major markets throughout the world.

During 2008, Westbrook raised a new $2.25 billion fund, Westbrook Real Estate Fund VIII, a global real estate opportunity fund which commenced investment in late 2009. VIII Investment is a Luxembourg entity whose purpose is the holding of Westbrook Real Estate Fund VIII's investment in O Twelve. Westbrook Real Estate Fund VIII is capitalised by US institutions and VIII Investment will finance the Offer through its existing cash resources.

VIII Investment was incorporated in Luxembourg on 15 December 2006 as a private limited liability company, (societe a responsabilite limitee) under registered number B 122.937.

The registered office of VIII Investment is at 33, avenue Monterey, L-2163, Luxembourg.

As at the date of this announcement, 90 per cent. of the issued share capital of VIII Investment is legally and beneficially owned by VIII International Holdings S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) under registered number B 122.957 and 10 per cent. of the issued share capital is legally and beneficially owned by VIII Co-Investment International Holdings S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) under registered number B 122.958.

The directors of VIII Investment are Vincenzo Arno, Vincent Bouffioux and Diego Rico.

VIII Investment is not dependent on O Twelve's business in order to raise the funds required to satisfy the cash consideration payable by VIII Investment under the terms of the Offer. Assuming each O Twelve Shareholder to whom the Offer is made accepted the Offer, the assets and liabilities of VIII Investment would comprise the O Twelve Shares and the assets and liabilities of VIII Investment at the date of acquisition, save for the monies to be paid to O Twelve Shareholders who accept the Offer as consideration for their O Twelve Shares. The earnings of VIII Investment, assuming full acceptance of the Offer, would comprise the earnings of O Twelve distributed to VIII Investment.

   5.         Information relating to O Twelve

O Twelve is a closed-ended investment company registered in Guernsey, which was formed to establish a substantial property investment portfolio in its target area of the Thames Gateway and the adjacent areas of east London, Essex, south Hertfordshire and north Kent. The definition of the O Twelve Group's initial target area to the east of London was broadened to include central London and south-east England following the consent of the O Twelve Shareholders, given at the annual general meeting of O Twelve in 2011.

O Twelve was incorporated in order to share in the potential growth in value in real estate in its target area. This potential growth in value has been stimulated by the regeneration initiatives and investment, both public and private, in the area in and around Stratford, east London, in the build up to the Olympic Games in 2012.

In addition, O Twelve's target area has and continues to benefit from significant infrastructure and environmental improvements and ongoing regeneration projects, such as the redevelopment of the Thames Gateway (one of the largest regeneration areas in Europe) and Crossrail.

O Twelve was admitted to AIM on 27 March 2006. In the year ended 31 March 2012, O Twelve reported revenues of GBP13.96 million but reported a net loss of GBP6.6 million. The major contributors to this result were the unrealised loss of GBP4.0 million on the revaluation of investment properties and the adverse movement in the mark to market of interest swaps of GBP2.5 million.

   6.         Background to and reasons for the Offer

In January 2011, O Twelve completed a placing and open offer, whereby 357,700,006 new O Twelve Shares were issued to VIII Investment and other existing shareholders of O Twelve at a price of 10.5 pence per share, raising net proceeds of GBP35.1 million. Simultaneously, O Twelve agreed new terms to its banking facilities. Following the completion of this fundraising, VIII Investment owned 69.5 per cent. of O Twelve's issued share capital and, in accordance with the Relationship Agreement entered into between VIII Investment and O Twelve, Mark Donnor and Ben Warner, who have taken no part in the O Twelve Board's deliberations on the Offer, were appointed to the O Twelve Board on 27 April 2011. Subsequently, VIII Investment increased its shareholding in O Twelve through an acquisition of 35,900,000 O Twelve Shares, which completed on 27 October 2011, and a further acquisition of 475,000 O Twelve Shares, which completed on 15 November 2011. As at today's date, VIII Investment owns 370,025,139 O Twelve Shares representing approximately 77.06 per cent. of the existing issued ordinary share capital.

On 18 June 2012, O Twelve announced its preliminary results for the year ended 31 March 2012. During this period, the demand for prime and the higher quality secondary properties in the south-east of the UK, where O Twelve's portfolio is entirely located, has remained stable. However, O Twelve has no properties in central London and such properties have performed significantly better than most other sectors of the market. The valuation of O Twelve's property portfolio declined 2.6 per cent. over the year ended 31 March 2012 to GBP154.4 million.

In addition, on 18 June 2012, O Twelve announced that it was in advanced discussions with VIII Investment in respect of a potential unconditional cash offer to be made by VIII Investment for the entire issued and to be issued share capital of O Twelve not already owned by VIII Investment at a price per share of 7 pence. The announcement did not constitute an announcement of a firm intention to make an offer by VIII Investment and therefore VIII Investment was required, by not later than 5.00 p.m. on 16 July 2012, either to announce a firm intention to make an offer for O Twelve (as it is so doing pursuant to this announcement) or to announce that it does not intend to make an offer.

The occupational property market remains fragile, particularly in the retail sector where tenant defaults continue and rental values continue to fall. Despite the challenging market, O Twelve has been successful in establishing twenty-five new leases over the period, accounting for 114,000 square feet and GBP1.1 million of annual rental income after rent-free periods. The strategy of the O Twelve Board has for some time been to unlock the latent value within the property portfolio through proactive asset management and to dispose of properties once they have achieved their optimal value. It remains the case however that, for the foreseeable future in this uncertain economic environment, any realisation proceeds so derived will not be reinvested or returned to shareholders but will be applied in paying down the O Twelve Group's loan pursuant to the Facility Agreement.

VIII Investment believes that O Twelve is better suited to a non-listed environment which, in its opinion, would enable the more efficient delivery of the business plan, of which VIII Investment is fully supportive. Further this would allow O Twelve's business to be continued in accordance with the current realisation plan and with the implementation of significant cost-saving measures. VIII Investment has confirmed that it intends to continue O Twelve's current realisation plan with the disposal of the balance of O Twelve's properties by the end of the term of the Facility Agreement in 2016. Save for the implementation of the realisation plan, VIII Investment has no current intention to redeploy any of the fixed assets of O Twelve.

It is the intention of VIII Investment to delist the O Twelve Shares from trading on AIM, irrespective of the number of acceptances received in respect of the Offer. This will both save the costs incurred in connection with the listing and give O Twelve the flexibility to make more significant changes to the strategy, financing and structure of the company than may be possible in a listed environment. As such, O Twelve will apply to the London Stock Exchange for the cancellation of trading in O Twelve Shares on AIM following this announcement and prior to the posting of the offer document.

O Twelve Shareholders should note that any transaction in O Twelve Shares undertaken after the cancellation of trading in O Twelve Shares in AIM will only be capable of being undertaken by private sale. Once O Twelve's admission to trading on AIM has been cancelled, there is no intention to provide a facility to enable the O Twelve Shares to be traded on any public share trading platform or to list the O Twelve Shares on an alternative stock exchange. The de-listing and cancellation of trading of O Twelve Shares will significantly reduce the liquidity and marketability of any O Twelve Shares not acquired by VIII Investment. Accordingly, O Twelve Shareholders who do not accept the Offer are likely to be minority shareholders in a company whose shares will not be listed on AIM or any other market and will thus have significantly reduced liquidity and marketability.

The offer of 7 pence per O Twelve Share provides O Twelve Shareholders with an opportunity to realise their investment for an attractive cash premium which represents:

(b) a premium of approximately 75 per cent. to the Closing Price of approximately 4 pence per O Twelve Share over the six month period to 15 June 2012, being the last business day before O Twelve's announcement that it was in advanced discussions with VIII Investment regarding a potential unconditional cash offer; and

(c) a premium of 12 per cent. to the Closing Price of 6.25 pence per O Twelve Share on 26 June 2012, being the last business day prior to the announcement of the Offer.

   7.         Recommendation

The Westbrook Directors have not participated in the decision of the Independent Directors to recommend the Offer to the O Twelve Shareholders as a result of their potential conflict of interest arising from their appointment to the board of directors of O Twelve as nominees of VIII Investment under the terms of the Relationship Agreement. The Westbrook Directors are fully supportive of the Offer.

   8.         Background to and reasons for the recommendation

In considering whether to recommend the Offer to O Twelve Shareholders, the Independent Directors considered that the business of O Twelve is sustainable in the long term, with a high quality, strategically selected portfolio, net cash inflow from operating activities, and unrestricted cash reserves at 31 March 2012 of GBP5.3 million. In recent months the Independent Directors have reviewed all aspects of O Twelve's operations with a view to minimising running costs. Notwithstanding this, the share price of O Twelve has continued to trade at a significant discount to its net asset value since September 2009, which at 31 March 2012 amounted to 7 pence per O Twelve Share. The Independent Directors have concluded that whilst O Twelve could continue to trade as an independent entity, the Offer represents a fair value for O Twelve Shareholders now in light of the uncertain financial and economic environment and outlook in the European and global economies.

In deciding whether to recommend the Offer to O Twelve Shareholders, the Independent Directors have placed considerable weight on the attraction to O Twelve Shareholders of an immediate cash return of 7 pence per O Twelve Share, which is equivalent to the net asset value per O Twelve Share at 31 March 2012, and represents:

(b) a premium of approximately 75 per cent. to the average Closing Price of approximately 4 pence per O Twelve Share over the six month period to 15 June 2012, being the last business day before O Twelve's announcement that it was in advanced discussions with VIII Investment regarding a potential unconditional cash offer; and

(c) a premium of 12 per cent. to the Closing Price of 6.25 pence per O Twelve Share on 26 June 2012, the last business day prior to the announcement of the Offer.

The Independent Directors consider that the Offer provides certainty to O Twelve Shareholders and provides fair value now for the medium and longer term prospects for O Twelve.

   9.         Financing of the Offer

The cash consideration payable by VIII Investment under the terms of the Offer will be funded from its existing cash resources.

Rothschild is satisfied that resources are available to VIII Investment to satisfy full acceptance of the Offer.

   10.        O Twelve management and location of business

VIII Investment does not intend to change the location of O Twelve's place of business or to redeploy any of O Twelve's fixed assets (save in accordance with the current realisation plan).

Mark Donnor, Ben Warner and the Independent Directors will remain in place as directors of O Twelve after the Closing Date on the terms set out in their existing appointment letters (as amended in accordance with the paragraphs below). Following the de-listing and cancellation of trading of O Twelve Shares on AIM and after taking into account, amongst other things, the level of acceptances received by VIII Investment pursuant to the Offer, changes may be made to the composition of the O Twelve Board. However, VIII Investment currently has no specific intentions as regards any of O Twelve Directors who will remain in place after the Closing Date.

On 27 June 2012, O Twelve and each of the Independent Directors, Mark Donnor and Ben Warner agreed that, notwithstanding the Offer and the terms of their letters of appointment, their appointments would continue on the terms of their letters of appointment until the date which is 14 days after the Closing Date, at which point, their appointments may be terminated on one month's notice by them or O Twelve, such notice not to be given before the date which is 14 days after the Closing Date.

Mark Donnor and Ben Warner were appointed as directors of O Twelve pursuant to the Relationship Agreement on 27 April 2011 on the same terms as the other Independent Directors who are not resident in the UK, with Ben Warner being paid a fee of GBP30,000 per annum for his services and Mark Donnor not being paid a fee for his services. The terms of their appointments (being the same terms as the other Independent Directors who are not resident in the UK) were acknowledged and agreed by Company and each of Ben Warner and Mark Donnor on 27 June 2012 and amended in accordance with the paragraph above.

O Twelve's assets are managed by RAM under the Property Adviser Agreement and therefore O Twelve has no employees, does not operate any pension schemes or have any arrangements in place for any employee involvement in capital.

   11.        Disclosure of interests in O Twelve relevant securities

VIII Investment confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

As at the date of this announcement VIII Investment owns 370,025,139 O Twelve Shares representing approximately 77.06 per cent. of the issued share capital.

VIII Investment initially acquired a 69.5 per cent. stake in O Twelve's issued share capital following the completion of the Placing and Open Offer by O Twelve on 25 January 2011. VIII Investment subsequently acquired 35,900,000 O Twelve Shares pursuant to an acquisition which completed on 27 October 2011 and a further 475,000 O Twelve Shares pursuant to an acquisition which completed on 15 November 2011. On 26 June 2012 (being the latest practicable date prior to the release of this announcement), VIII Investment owned 370,025,139 O Twelve Shares representing approximately 77.06 per cent. of the existing issued ordinary share capital.

Save for its current holding as described above, neither VIII Investment nor any of the Directors of VIII Investment nor, so far as VIII Investment is aware, any person acting in concert with VIII Investment, has any interest in or right to subscribe for O Twelve relevant securities.

In view of the requirement for confidentiality, VIII Investment has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the Offer.

   12.        Compulsory acquisition and delisting

If VIII Investment receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the O Twelve Shares to which the Offer relates, VIII Investment currently intends to exercise its rights pursuant to the provisions of sections 337 to 339 of the Companies Law to acquire compulsorily the remaining O Twelve Shares in respect of which the Offer has not been accepted.

It is the intention of VIII Investment to delist O Twelve's Ordinary Shares from trading on AIM, irrespective of the number of acceptances received in respect of the Offer. This will both save the costs incurred in connection with the listing and give O Twelve the flexibility to make more significant changes to the strategy, financing and structure of the company than may be possible in a listed environment. As such, O Twelve will apply to the London Stock Exchange for the cancellation of trading in O Twelve Shares on AIM following this announcement and prior to the posting of the offer document.

   13.        General

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.

Enquiries:

VIII Investment

Andrew Gummer Tel: 020 7659 9456

Mark Donnor Tel: 020 7659 9453

Rothschild (financial adviser to VIII Investment)

Alex Midgen Tel: 020 7280 5000

Richard Blackwell Tel: 020 7280 5000

O Twelve Estates Limited

Phil Rhodes, Chairman Tel: 020 7016 0050

Fairfax I.S. PLC (financial adviser to O Twelve)

Simon Bennett / Katy Birkin Tel: 020 7598 5368

Overseas Shareholders

Notice to US holders of O Twelve Shares

Forward-looking statements

Dealing disclosure requirements

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. An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the City Code applies must be made by no later than 3.30 p.m. (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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".

Publication on website

Appendix 1 TERMS of the Offer

The Offer is unconditional and will remain open for acceptance until 1.00 p.m. (London time) on the Closing Date.

If it is stated by or on behalf of VIII Investment that the Offer will remain open until further notice or if the Offer will remain open for acceptance beyond the Closing Date, then not less than 14 days' notice in writing will be given, before closing the Offer, to those O Twelve Shareholders who have not accepted the Offer.

If the Panel requires VIII Investment to make an offer for O Twelve Shares under the provisions of Rule 9 of the City Code, VIII Investment may make such alterations to the terms of the Offer as are necessary to comply with the provisions of that Rule.

If the Offer lapses it will cease to be capable of further acceptance. O Twelve Shareholders who have accepted the Offer and VIII Investment shall then cease to be bound by acceptances received on or before the date on which the Offer lapses.

O Twelve Shares will be acquired by VIII Investment fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement.

The Offer will be on the terms set out in this Appendix 1 and those terms which will be set out in the formal offer document (and in the case of O Twelve Shareholders who hold their O Twelve Shares in certificated form, the Form of Acceptance) and such further terms as may be required to comply with the AIM Rules and the provisions of the City Code. The Offer and any acceptances thereunder will be governed by English law.

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

Appendix 2 Bases and Sources

(a) The Offer value attributed to the existing issued share capital of O Twelve is based upon the 480,200,008 O Twelve Shares in issue on 26 June 2012.

(b) The net asset value attributed to the existing issued share capital of O Twelve is based upon the net asset value of O Twelve's assets as at 31 March 2012 being GBP33,499,000.

(c) Unless otherwise stated, the financial information on VIII Investment is extracted from VIII Investment's unaudited consolidated accounts for the year ended 31 December 2011 and from VIII Investment's internal records.

(d) Unless otherwise stated, the financial information on O Twelve is extracted from O Twelve's annual report and accounts for the year ended 31 March 2012.

(e) O Twelve Share prices have been derived from the Daily Official List and represent the closing middle market prices on the relevant date.

(f) References to a percentage of O Twelve Shares are based on the number of O Twelve Shares in issue as set out in paragraph (a) above.

(g) Earnings per share figures are stated exclusive of exceptional and extraordinary items where these have been disclosed.

Appendix 3 Details of Irrevocable UNDERTAKINGS

The following holders of O Twelve Shares have given irrevocable undertakings to accept the Offer:

 
      Name         Number of O Twelve     Percentage of the 
                         Shares          issued share capital 
                                             of O Twelve 
----------------  -------------------  ---------------------- 
 Phillip Rhodes    588,000              0.12 
----------------  -------------------  ---------------------- 
 Howard Stanton    221,000              0.05 
----------------  -------------------  ---------------------- 
 Quentin Spicer    25,000               0.01 
----------------  -------------------  ---------------------- 
 Richard Barnes    196,000              0.04 
----------------  -------------------  ---------------------- 
 Peter Radford     40,000               0.01 
----------------  -------------------  ---------------------- 
 Total             1,070,000            0.22 
----------------  -------------------  ----------------------

Appendix 4 Definitions

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

 
 "AIM"                            the AIM market operated by the London 
                                   Stock Exchange 
 "AIM Rules"                      the AIM Rules for Companies published 
                                   by the London Stock Exchange 
 "Associate"                      has the meaning given in section 
                                   988 of the Companies Act 2006 
 "Australia"                      the Commonwealth of Australia, its 
                                   territories and possessions 
 "Canada"                         Canada, its provinces and territories 
                                   and all areas under its jurisdiction 
                                   and political sub--divisions thereof 
 "City Code"                      the City Code on Takeovers and Mergers 
 "Closing Date"                   19 July 2012 (or such other date 
                                   as VIII Investment, subject to the 
                                   provisions of the City Code, may 
                                   decide) 
 "Closing Price"                  the closing middle market quotation 
                                   of an O Twelve Share as derived from 
                                   the Daily Official List 
 "Companies Law"                  Companies (Guernsey) Law, 2008 (as 
                                   amended) 
 "Daily Official List"            the AIM appendix to the daily official 
                                   list of the London Stock Exchange 
 "Facility Agreement"             the facility agreement dated 20 December 
                                   2006 between the O Twelve Group and 
                                   Nationwide Building Society (as amended, 
                                   varied and restated from time to 
                                   time) 
 "Fairfax"                        Fairfax I.S. PLC, a company incorporated 
                                   in England with its registered office 
                                   at 46 Berkeley Square, Mayfair, London, 
                                   W1J 5AT 
 "Form of Acceptance"             the form of acceptance, election 
                                   and authority relating to the Offer 
                                   which accompanies the offer document, 
                                   which may only be completed by the 
                                   holders of O Twelve Shares in certificated 
                                   form 
 "Independent Directors"          Phillip Rhodes, Howard Stanton, Quentin 
                                   Spicer, Richard Barnes and Peter 
                                   Radford, each of whom is a director 
                                   of O Twelve not having a conflict 
                                   of interest with regard to the Offer 
 "Japan"                          Japan, its cities, prefectures, territories 
                                   and possessions 
 "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 
 "Offer"                          the recommended cash offer by VIII 
                                   Investment to be made to acquire 
                                   the O Twelve Shares not already held 
                                   by VIII Investment, including where 
                                   the context so requires, any subsequent 
                                   revision, variation, extension or 
                                   renewal of such offer 
 "Offer Price"                    7 pence per O Twelve Share 
 "O Twelve"                       O Twelve Estates Limited 
 "O Twelve Group"                 O Twelve and its subsidiary undertakings 
 "O Twelve relevant securities"   relevant securities (as defined in 
                                   the City Code) in O Twelve 
 "O Twelve Shareholders"          holders of O Twelve Shares 
 "O Twelve Shares"                includes: 
                                   (i) the existing unconditionally 
                                   allotted or issued and fully paid 
                                   ordinary shares of one penny each 
                                   in the capital of O Twelve; and 
                                   (ii) any further ordinary shares 
                                   of one penny each in the capital 
                                   of O Twelve which are unconditionally 
                                   allotted or issued and fully paid 
                                   before the date on which the Offer 
                                   closes or before such earlier date 
                                   as VIII Investment (subject to the 
                                   City Code) may determine not being 
                                   earlier than the Closing Date, 
                                   but excludes any shares held as treasury 
                                   shares on such date as VIII Investment 
                                   may determine before the date on 
                                   which the Offer closes (which may 
                                   be a different date to the date referred 
                                   to in (ii)) 
 "Panel"                          the Panel on Takeovers and Mergers 
 "Property Adviser Agreement"     the agreement dated 22 March 2006 
                                   (as amended, varied and restated 
                                   from time to time) between O Twelve 
                                   and RAM 
 "RAM"                            Rugby Asset Management Limited, a 
                                   company incorporated and registered 
                                   in England and Wales under number 
                                   3816555 
 "Regulatory Information          any of the services set out in schedule 
  Service"                         12 to the Listing Rules 
 "Relationship Agreement"         the agreement dated 14 December 2010 
                                   between VIII Investment and O Twelve 
                                   governing certain matters between 
                                   them 
 "Rothschild"                     N M Rothschild & Sons Ltd, a company 
                                   incorporated in England and Wales 
                                   with its registered office at New 
                                   Court, St Swithin's Lane, London 
                                   EC4N 8AL 
 "Substantial Interest"           a direct or indirect interest in 
                                   20 per cent. or more of the voting 
                                   equity capital of an undertaking 
 "treasury shares"                any O Twelve Shares held by O Twelve 
                                   as treasury shares 
 "UK" or "United Kingdom"         the United Kingdom of Great Britain 
                                   and Northern Ireland 
 "United States of America"       the United States of America, its 
  or "United States"               territories and possessions, any 
                                   state of the United States and the 
                                   District of Columbia 
 "US Exchange Act"                the United States Securities Exchange 
                                   Act of 1934 and the rules and regulations 
                                   promulgated thereunder (as amended) 
 "VIII Investment"                VIII Investment UK S.a r.l. 
 "Westbrook"                      Westbrook Partners LLC 
 "Westbrook Directors"            Mark Donnor and Ben Warner each of 
                                   whom is a Director of O Twelve having 
                                   a conflict of interest with regard 
                                   to the Offer

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" have the meanings given by the Companies Act 2006.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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