BPD Bulgarian Prop.

 
TIDMBPD 
 
 

  Announcement of mandatory offerBy Windsorville Investments Ltd.For shares of Bulgarian Property Developments PLC 

  Windsorville Investments Ltd. ("Windsorville") hereby announces that following the acquisition on 11 February 2009 of 10,653,895 ordinary shares in Bulgarian Property Developments PLC ("BPD") representing approximately 9.8 per cent. of the issued shares in BPD, at a price of 16 pence for each BPD ordinary share, it is required to make a mandatory cash offer in accordance with Rule 9 of the City Code on Takeovers and Mergers (the "Code"). The offer will be 16 pence in cash for each BPD ordinary share. In aggregate Windsorville Investments Ltd. now holds 38,498,253 ordinary shares in BPD, representing 35.57 per cent. of its total issued ordinary share capital. 

  Further details of the mandatory offer will be contained in a subsequent announcement and in the offer document to be sent to shareholders of BPD in due course. 

  11 February 2009 

  Enquiries: Douglas ArmstrongTel. 0207 628 4455 

  The directors of Windsorville Investments Ltd. Accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

  Dealing disclosure requirements 

  Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Bulgarian Property Developments PLC, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Bulgarian Property Developments PLC, 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 Bulgarian Property Developments PLC by Windsorville Investments Ltd. or by Bulgarian Property Developments PLC, or by any of their "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's website www.thetakeoverpanel.org.uk or tel. +44 (0) 207 638 0129. 

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