O Twelve Estates Limited : VIII Investment UK Sarl - Offer by VIII Investment UK Sarl

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

27 June 2012

VIII Investment UK S.à 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 £33.6 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 GummerTel:       [phone]

Mark Donnor   Tel:       [phone]

Rothschild (financial adviser to VIII Investment)                

Alex Midgen                                                                             Tel:       [phone]

Richard Blackwell                                                                     Tel:       [phone]

O Twelve Estates Limited                                                                                        

Phil Rhodes, Chairman                                                               Tel:       [phone]

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

Simon Bennett / Katy Birkin                                                       Tel:       [phone]

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

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