BPD Bulgarian Prop.

RNS Number:7393L
Bulgarian Property DevelopmentsPLC
14 January 2008



FOR IMMEDIATE RELEASE                                            14 January 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES


                      BULGARIAN PROPERTY DEVELOPMENTS PLC
          ("Bulgarian Property Developments", "BPD" or "the Company")


   THE BOARD CONTINUES TO URGE SHAREHOLDERS TO REJECT THE WINDSORVILLE OFFER


Christian Williams, the Chairman of BPD, is today writing to shareholders urging
them to reject the bid from Windsorville Investments Limited ("Windsorville").
The text of the letter is set out below:


I am writing to thank you for your support and to urge you to continue to reject
the Windsorville Offer.


On 9 January 2008 Windsorville released a press announcement commenting on the
letter dated 7 January 2008 which was sent to you last week. This announcement
contained two significant inaccuracies.


The announcement stated "the property valuations quoted by BPD in its response
do not appear to take into account any property management fees that would be
payable". This assertion is quite simply wrong. All the NAV figures determined
on a Gross Development Value basis fully reflect all fees payable to the
Company's investment manager and project managers.


Windsorville's announcement also states "the return of capital proposed by BPD
simply gives back to Shareholders the proceeds raised (at a significant cost) in
its share placing in July 2007". This statement is misleading in two respects.
First, as clearly stated in my letter of 7 January 2008, the Directors will hold
discussions with BPD's major Shareholders with a view to understanding their
preferences and achieving a consensus as to the wishes of Shareholders before
convening the general meeting. Clearly, if the consensus is that Shareholders do
not want a return of capital, the Board will act in accordance with those
wishes. Second, a significant proportion of the cash that would be returned to
Shareholders, if that were the preferred strategy, will be generated from
profits arising from sales of property. It is therefore disingenuous of
Windsorville to suggest that BPD would simply be returning the cash it raised in
July 2007.


I would like to take this opportunity to once again urge you to reject the
Windsorville Offer.


*   The Windsorville Offer represents a discount to NAV of between 14.7
    per cent. and 34.7 per cent. and, on a cash adjusted NAV basis, a discount 
    of between 21.6 per cent. and 45.9 per cent. based on conservative property
    valuations.


*   As explained in my letter of 7 January 2008 the Board believes that 
    Colliers' valuation is conservative in a number of areas.


*   The Windsorville Offer of 64p

     -    is clearly opportunistic

     -    is below the price at which BPD shares were trading in the first half
          of 2007

     -    is at a premium of just 13.3 per cent. to the lowest price at which
          BPD shares traded at in 2007


*   Bulgaria continues to offer attractive investment opportunities

     - high GDP growth prospects

     - excellent growth prospects for the commercial property sector

     - high rates of growth and personal disposable income

     - low taxes

     - relatively low prime office rents


*   BPD has an excellent and proven management team


*   The Company has a strong balance sheet with some �26 million of cash


*   If Shareholders wish the Company to pursue the option of returning the cash 
    to Shareholders then, on the basis described in my letter of 7 January
    2008, Shareholders would receive 32p in cash and would have a remaining 
    interest in a Company with a NAV of approximately �53 million (49p per 
    share) of which some �24 million (22p per share) would be in cash.


Your Directors, who have been so advised by Matrix and Fairfax, are firmly of
the view that Shareholders would be best served by rejecting the Windsorville
Offer and backing the Board to deliver superior value. Accordingly, the
Directors unanimously recommend that Shareholders reject the Windsorville Offer
as they will do in respect of their own beneficial shareholdings amounting to,
in aggregate, 512,002 BPD Shares, representing approximately 0.5 per cent. of
the Company's issued share capital. In providing their advice, Matrix and
Fairfax have taken into account the commercial assessments of the Board.


You should reject this opportunistic and unsolicited offer which substantially
undervalues your Company.


Christian Williams

Chairman


Enquiries:


Bulgarian Property Developments

Christian Williams (Chairman)                           +44 (0) 20 7488 0778

Ivo Hesmondhalgh (Chief Executive)                      +44 (0) 7968 703 395

Keith Springall (Finance Director)                      +44 (0) 7973 177 095


Matrix Corporate Capital LLP (Nominated Adviser)

Stephen Mischler                                        +44 (0) 20 7925 3300


Fairfax I.S. PLC (Adviser and Broker)

Simon Stevens                                           +44 (0) 20 7598 4034


Cubitt Consulting

Simon Brocklebank-Fowler                                +44 (0) 20 7367 5100

Brian Coleman-Smith

James Verstringhe


Dealing Disclosure Requirements


Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1 per cent or
more of any class of 'relevant securities' of BPD, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of BPD, they will be deemed to be a single
person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of BPD, or by any of their respective 'associates', must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the 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, you should consult the Panel.


Responsibility Statement


The Directors accept responsibility for the information contained in this
document, except that the only responsibility accepted by them in respect of the
information contained in this document relating to Windsorville and its
connected persons, which has been compiled from published sources, is to ensure
that such information has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of the knowledge and belief of the Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to affect the
import of that information.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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