Cash Offer for Metro Baltic Horizons plc

Eagleheads Investments OÜ

Cash Offer

19 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CASH OFFER

by

Eagleheads Investments OÜ ("Eagleheads")

for

Metro Baltic Horizons plc ("MBH")

Summary

·; Eagleheads is pleased to announce a cash offer for MBH

·; MBH Shareholders who accept the Offer will be entitled to receive 9 cents (7.1 pence) in cash for each MBH Share.

·; The Offer values the entire issued share capital of MBH at approximately €2.36 million (£1.85 million) and represents:

·; a premium of approximately 88.2 per cent. to the closing price of 3.75 pence per MBH Share on 18 July 2012, being the last dealing day prior to the date of the announcement of the Offer; and

·; a discount of 28.0 per cent. to the last published net asset value of MBH per MBH Share of 12.5 cents (including deferred tax), compared with the current discount to net asset value per share of 61.7 per cent. (based on the closing price on 18 July 2012 of MBH shares).

·; MBH Shareholders should note that Eagleheads believes that there can be no guarantees that the last published net asset value of MBH per MBH Share (being 12.5 cents (including deferred tax) as at 31 December 2011) is realisable. This reduced net asset value per MBH Share (down from 39 cents per MBH Share as at 31 December 2010) follows, inter alia, a €5 million write down during 2011 to the value of the St. Petersburg Property, the Company's key asset.

·; Although the Panel has confirmed that the Code will not apply to this Offer, Eagleheads intends to conduct the Offer as if the Code applies (as far as reasonably possible). Eagleheads hopes that, in the interests of MBH Shareholders, the MBH Board will also conduct itself and MBH during the Offer as if the Code applies (as far as reasonably possible).

·; Eagleheads is a company recently formed for the purpose of making the Offer for MBH. The Eagleheads Group is interested in 4,193,091 MBH Shares equivalent to 16 per cent. of MBH's issued share capital.

·; Eagleheads is very concerned that the Board of MBH has not announced any progress that Eagleheads considers to be positive in achieving its stated strategy of developing and generating value from the Company's principal asset, the St. Petersburg Property.

·; Eagleheads believes that the St. Petersburg Property is the sole property asset held by MBH with a positive NAV. As such, Eagleheads believes that the St. Petersburg Property is the only property in the MBH Group that could, if the Offer is successful, be employed for value by Eagleheads. Eagleheads plans (subject to market conditions) to develop the St. Petersburg Property at the earliest opportunity and either sell the property to a third party following development or hold as an investment property to generate rental income.

·; Eagleheads intends to attempt to renegotiate a loan relating to the St. Petersburg Property in order to avoid the possible forced sale of the property through a foreclosure procedure under Russian law by the lender of this loan to MBH and to develop that property. In Eagleheads' view its strategy in relation to the St. Petersburg Property will better preserve and protect a key asset of MBH than the strategy employed by the current MBH board. This opportunity justifies for Eagleheads the premium to the closing mid market price of MBH Shares on 18 July 2012 (being the latest practicable date prior to the announcement of the Offer) of 88.2 per cent. represented by the Offer Price.

·; The Offer is conditional, inter alia, on acceptances being received which, taken together with MBH Shares acquired or agreed to be acquired, will result in the Eagleheads Group holding more than 50 per cent. of the voting rights in MBH. Further Conditions to the Offer are set out in Appendix 1 to this announcement. There are no agreements to which Eagleheads is a party which relate to the circumstances in which it may or may not invoke a condition of the Offer.

·; Eagleheads will despatch the Offer Document and Form of Acceptance to MBH Shareholders (other than to certain overseas MBH Shareholders) as soon as practicable and, in any event, within 28 days of the date of the Announcement.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

The Offer will be made on the terms and subject to the Conditions set out in Appendix 1 of

this Announcement and the further terms and conditions set out in the Offer Document, which include valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (or such time(s) and/or date(s) as Eagleheads may decide) in respect of more than 50 per cent. in nominal value of the MBH Shares to which the Offer relates.

The sources and bases of certain financial information contained in this Announcement are set out in Appendix 2. Additional Information in relation to the Offer is set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4.

A copy of this Announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Eagleheads website at www.eagleheads.eu by no later than 12 noon on 20 July 2012.

MBH Shareholders should carefully read the Offer Document (together with, if they hold their MBH Shares in certificated form, the Form of Acceptance), once despatched, in its entirety before making a decision with respect to the Offer.

 For further information:

Further information

The Announcement 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 securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in the Announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of MBH Shares in certificated form, the Form of Acceptance), which will contain the full terms of the Offer, including details of how the Offer may be accepted. MBH Shareholders should carefully read the Offer Document (and, if they hold their MBH Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eagleheads and no-one else in connection with the Offer and will not be responsible to anyone other than Eagleheads for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the Offer or in relation to the contents of the Announcement or any transaction or arrangement referred to herein.

You may request a hard copy of the Announcement (and any information incorporated by reference in the Announcement) by contacting Shore Capital during business hours on 020 7408 4090 or by submitting a request in writing to Shore Capital & Corporate Limited at Bond Street House, 14 Clifford Street, London W1S 4JU. It is important that you note that unless you make such a request, a hard copy of the Announcement and any information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

The Offer shall be made solely by Eagleheads and neither Shore Capital nor any of its affiliates are making the Offer.

To the extent permitted by applicable law and, in accordance with, and to the extent permitted by normal UK market practice, Eagleheads or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, MBH Shares, 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. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by normal UK market practice, Shore Capital and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Offer to MBH Shareholders 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. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by Eagleheads, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas MBH Shareholders will be contained in the Offer Document.

Unless otherwise determined by Eagleheads and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of the Announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving the Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Announcement and/or the Offer documentation and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.

The Announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if the Announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Forward-looking statements

The Announcement, including information included in the Announcement, contains "forward-looking statements" concerning Eagleheads and the Eagleheads Group and MBH and the MBH Group that are subject to risks and uncertainties. Information in the Announcement relating to MBH has been compiled from published sources.

Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These 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 Eagleheads Group's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Eagleheads cannot 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 the Announcement. Eagleheads does not undertake 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.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Eagleheads Group or the MBH Group following completion of the Offer unless otherwise stated.

Publication on Eagleheads website

A copy of the Announcement will be available for inspection free of charge at www.eagleheads.eu by no later than 12 noon on 20 July 2012.

Responsibility

Margarita Novikova, the sole director of Eagleheads, and the board of directors of MCM accept responsibility for the information contained in this Announcement save that the only responsibility accepted by them in respect of all information relating to MBH (which has been compiled from public records) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of Margarita Novikova and the board of directors of MCM (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The board of directors of each of the MCM Related Parties (with the sole exception of MCM) and TAS accepts responsibility for the information expressly relating to themselves and the entities they control contained in this Announcement. To the best of the knowledge and belief of such board of directors of each of the MCM Related Parties (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

19 July 2012

Eagleheads Investments OÜ

Cash offer by Eagleheads for all of the issued share capital of MBH

1. INTRODUCTION

Today Eagleheads is announcing its firm intention to make an offer for 100 per cent. of the issued share capital of MBH not already owned by Eagleheads. Eagleheads is interested in 4,149,525 MBH Shares, equivalent to 15.84 per cent. of the existing issued share capital of MBH. The Eagleheads Group is interested in 4,193,091 MBH Shares, equivalent to 16 per cent. of the existing issued share capital of MBH.

The Offer Document and, if you hold certificated MBH Shares, the accompanying Form of Acceptance, will contain the formal Offer (including its terms and conditions). Eagleheads will despatch the Offer Document and Form of Acceptance to MBH Shareholders (other than to certain overseas MBH Shareholders) as soon as practicable and, in any event, within 28 days of the date of this Announcement.

This Announcement sets out the terms and conditions of the Offer and explains why Eagleheads believes you should accept it.

2. THE OFFER

Under the Offer, which is subject to the further terms set out in Appendix 1 and the terms to be set out in the Offer Document and, in respect of certificated holders, the Form of Acceptance, MBH Shareholders will receive:

9 cents (7.1 pence) in cash for each MBH Share

The Offer values the entire issued share capital of MBH (as at 18 July 2012, being the last practicable date prior to the announcement of the Offer) at approximately €2.36 million (£1.85 million).

The Offer Price of 9 cents (7.1 pence) per MBH Share represents:

·; a premium of approximately 88.2 per cent. to the closing price of 3.75 pence per MBH Share on 18 July 2012, being the last dealing day prior to the date of the announcement of the Offer; and

·; a discount of 28.0 per cent. to the last published net asset value of MBH per MBH Share of 12.5 cents (including deferred tax), compared with the current discount to net asset value per share of 61.7 per cent. (based on the closing price on 18 July 2012 of MBH shares).

MBH Shareholders should note that Eagleheads believes that there can be no guarantees that the last published net asset value of MBH per MBH Share (being 12.5 cents (including deferred tax) as at 31 December 2011) is realisable. This reduced net asset value per MBH Share (down from 39 cents per MBH Share as at 31 December 2010) follows, inter alia, a €5 million write down during 2011 to the value of the St. Petersburg Property, the Company's key asset.

The Offer extends to all MBH Shares unconditionally allotted or issued and fully paid as at the date of the Offer not already owned by the Eagleheads Group and any MBH Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier date as Eagleheads may decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances).

The Offer is conditional, inter alia, on acceptances being received which, taken together with MBH Shares acquired or agreed to be acquired, will result in the Eagleheads Group holding more than 50 per cent. of the voting rights in MBH. Further Conditions to the Offer are set out in Appendix 1 to this Announcement. There are no agreements to which Eagleheads is a party which relate to the circumstances in which it may or may not invoke a condition of the Offer.

3. BACKGROUND TO AND REASONS FOR THE OFFER

Overview of MBH

3.1 The Company was incorporated and admitted to trading on the Alternative Investment Market of the London Stock Exchange plc in December 2006, raising gross proceeds of approximately €38.7 million by placing 26.2 million shares for £1.00 per ordinary share. In December 2006, MCM was appointed as investment advisor to TAS and TAS was appointed as investment manager to the Company pursuant to the Investment Management Agreement and Investment Advisory Agreement.

In 2007, MBH acquired 4 development sites in Tallinn, Riga and St. Petersburg. The 2007 Accounts valued the properties then owned by the Company on the 2007 Accounts Date of the Company at €63.8 million, equating to a NAV of €1.72 per share.

In 2008, the economies of Estonia, Latvia and Russia entered a slowdown with negative GDP growth in Estonia and Latvia. The 2008 Accounts valued the properties owned by the Company on the 2008 Accounts Date at approximately €42.5 million, equating to a NAV of €0.69 per share.

In 2009, the economies of Estonia, Latvia and Russia reported record negative GDP growths of -14.3 per cent., -18.0 per cent. and -7.8 per cent. respectively. By comparison, the negative GDP growth of Ireland was -7.0 per cent. and the UK was -4.4 per cent. In the 2009 Accounts, the Company reported a further drop in the gross asset values of the property owned by the Company on the 2009 Accounts Date, to €35.8 million, equating to a NAV of €0.405 per share.

In 2010, the Company's results, in the opinion of Eagleheads, showed some stabilisation. The Company rented out most of Metro Plaza and disposed of the property by March 2011. The property assets then held by the Company, per the 2010 Accounts, were valued at approximately €18.1 million at the 2010 Accounts Date, equating to a NAV of €0.39 per share. Ronan Reid and Brendan Murphy become directors of the Company in October 2010, followed by Tim Crowley in April 2011. The previous directors of the Company resigned or were removed by June 2011.

In 2011, in the opinion of Eagleheads, Estonia, Latvia and Russia were recovering. GDP growth in Estonia, Latvia and Russia was at 7.6 per cent., 5.5 per cent. and 4.3 per cent. respectively. In the August 2011 Announcement, the Company purported to terminate the Investment Management Agreement. No public announcement has been made as to whether this termination has been accepted by TAS or MCM. The 2011 Accounts show that the Company has now just €8.95 million of property assets and NAV has dropped a further 68 per cent. in the period, to €0.125 per share. Additionally, the 2011 Accounts make no reference to the appointment of any new investment manager for the Company.

3.2 Overview of Eagleheads

Eagleheads is a company, with its sole place of business in the Republic of Estonia, recently formed for the purpose of making the Offer for MBH. Eagleheads is interested in 4,149,525 MBH Shares, equivalent to 15.84 per cent. of the existing issued share capital of MBH. The Eagleheads Group is interested in 4,193,091 MBH Shares equivalent to 16 per cent. of MBH's issued share capital.

Eagleheads is very concerned that the Board of MBH has not announced any progress that Eagleheads considers to be positive in achieving its stated strategy of developing and generating value from the Company's principal asset, the St. Petersburg Property.

Eagleheads believes that the St. Petersburg Property is the sole property asset held by MBH with a positive NAV. As such, Eagleheads believes that the St. Petersburg Property is the only property in the MBH Group that could, if the Offer is successful, be employed for value by Eagleheads. Eagleheads plans (subject to market conditions) to develop the St. Petersburg Property at the earliest opportunity and either sell the property to a third party following development or hold as an investment property to generate rental income.

As a first step before developing the St. Petersburg Property, Eagleheads intends to attempt to renegotiate a loan relating to the property in order to avoid its possible forced sale through a foreclosure procedure under Russian law by the lender of this loan to MBH (as more fully detailed in paragraph 4.4 below). In Eagleheads' view its strategy in relation to the St. Petersburg Property will better preserve and protect a key asset of MBH than the strategy employed by the current MBH board. This opportunity justifies for Eagleheads the premium to the closing mid market price of MBH Shares on 18 July 2012 (being the latest practicable date prior to the announcement of the Offer) of 88.2 per cent. represented by the Offer Price.

Eagleheads does not currently trade and therefore, following the Offer being successful, will hold the MBH Group as its sole asset.

4.0 REASONS FOR ACCEPTING THE OFFER

Eagleheads believes that MBH Shareholders should accept the Offer for the following reasons:

4.1 Premium to share price

The Offer Price represents a premium of 88.2 per cent. to the closing mid market price of MBH Shares on 18 July 2012 (being the latest practicable date prior to the announcement of the Offer).

4.2 Offer represents a reduced discount to NAV

The Offer Price represents a discount of 28.0 per cent. to the last published net asset value of MBH per MBH Share of 12.5 cents (including deferred tax), compared with the current discount to net asset value per share of 61.7 per cent. (based on the closing price on 18 July 2012 of MBH shares).

4.3 Liquidity event

The Offer represents an opportunity for shareholders to sell their MBH Shares for cash. Eagleheads believes that MBH Shareholders have limited liquidity options for their MBH Shares since (a) the market for trading in MBH Shares is very illiquid with only £15,543.72 value of MBH Shares traded on the London Stock Exchange in the six months prior to announcement of the Offer; and (b) Eagleheads understands the effect of relevant provisions of the Companies Acts and of insolvency and preferential payments legislation in the Isle of Man to be that whilst the Company is engaged in various announced legal disputes it may not be entitled under relevant laws to make certain cash distributions to MBH Shareholders or end its existence (as envisaged in Part I and Part II of the AIM Admission Document).

4.4 Doubts regarding MBH's ability to develop the St. Petersburg Property

Eagleheads believes that shareholders should note that MBH announced in the 2010 Accounts that: 'the Group, having disposed of Metro Plaza, has significantly more liquidity available at Company level than in previous years and this will allow consideration of development of the Pirita Tee and St. Petersburg sites with development partners to allow the possibility of delivering future value.'

MBH announced in the 2011 Accounts that: 'The St. Petersburg property was reduced in value by €4.96 million to €6.17 million, which the Board believes to be prudent given the continued lack of development finance currently available.' 'Our plans remain to seek as development partner and develop the site but outright sale of the property will also be considered depending on an acceptable offer.'

Eagleheads does not consider it likely that the St. Petersburg Property can be developed by MBH (under its current board) in the near term given:

(a) the present serious legal disputes which the Company is involved in (as are more fully detailed below);

(b) Eagleheads' belief that the MBH Board has insufficient direct Russian property market experience as MBH remains a company with a board comprised wholly of non-executive directors whose published biographies do not reference any direct Russian property market experience;

(c) the apparent absence of a current property development partner in Russia; and

(d) the apparent lack of the debt finance necessary for MBH to fund the development at the St. Petersburg Property.

4.5 Risk of forced sale of the St. Petersburg Property

The Company stated in the August 2011 Announcement that it was disputing a claim by the purported assignee of a loan provided to one of the Company's subsidiaries, Pedragon, in 2009 and purportedly secured by a mortgage over the St. Petersburg Property (the 'Disputed Loan'). The claim was made by BAP (the 'Assignee'), an entity incorporated and registered in Russia. MBH stated at the time that this legal claim was in the amount of approximately €1.9 million and that proceedings against Pedragon had commenced in Russia seeking an order for the sale of the St. Petersburg Property.

The Company further stated in the 2011 Accounts: 'As matters stand cash in hand remains strong at the Company level but the ongoing running costs and cost of necessary litigation place many potential future demands on these monies. Furthermore, if valid and enforceable, the outstanding balance of the loan note facility secured on the St. Petersburg site exceeds the cash resources of the Company and, while the Company disputes the validity of that facility and hence the security, adverse litigation results in Russian and/or Estonia could result in the sale of the St. Petersburg site or exhaustion of the cash resources of the Company.'

The Company did not provide in the August 2011 Announcement or the 2011 Accounts a full explanation of the legal advice it received.

Eagleheads notes that although the Company announced that the Assignee had begun proceedings against Pedragon, based on Eagleheads' review of the publically available Russian Court reports, the proceedings appear in fact to have been brought against Goldbrick. Goldbrick is a subsidiary of the Company and was a party to an agreement dated 13 May 2009 with the lender of the Disputed Loan to secure Pedragon's obligations under the loan agreement. Based on its review of the publically available reports of the relevant Russian court hearings, Eagleheads understands that the Assignee has successfully applied to the court to have a property valuation company appointed in relation to the St. Petersburg Property (the 'Valuation Company'). Eagleheads concludes that this could mean that the Russian Court has not ruled out the option of a forced sale of the St. Petersburg Property to satisfy the amount owed by MBH pursuant to the Disputed Loan.

Furthermore, Eagleheads believes that in its report dated 28 May 2012, the Valuation Company set the market value of the St. Petersburg Property at €4.75 million (the 'Property Value') which is approximately €1.4 million lower than the value reported in the 2011 Accounts which included a writedown of almost €5 million to the value of the property from its value as at 31 December 2010. Eagleheads understands that the Assignee is seeking a court order to sell the St. Petersburg Property at auction at a starting price of 80 per cent. of the Property Value, being approximately €3.8 million. Moreover, Eagleheads understands that the Assignee has increased its claim from the original amount of €1.9 million to €2.6 million (reported in the 2011 Accounts as €1.902 million).

Given the seriousness of this matter Eagleheads is concerned as to why MBH has not covered in detail the legal developments of this dispute in its 2011 Accounts especially given that certain information is available on the public website of the St. Petersburg Arbitrazh Court.

4.6 Restraint on disposition of Pirita Tee, Tallinn, Estonia (the 'Estonian Property')

The Company has an 80 per cent. holding in Pirita Tee 26 OÜ through its subsidiary Pedragon, which owns a development site in Tallinn, Estonia. Pursuant to an application by AS UniCredit Bank (the 'Creditor') dated 30 May 2012 to foreclose on the Estonian Property, a bailiff is proceeding with the foreclosure process in relation to this site. On 6 June 2012 a restriction on disposal was put on the Estonian Property in favour of the Creditor.

Based on publicly available information Eagleheads believes the Estonian Property was due to be auctioned on 17 July 2012, with a starting guide price of €2.7 million. The Company has not made any public announcement as to whether this auction took place or, if so, its result. Given the pressurised state of the property market in the region, Eagleheads believes it is unlikely that the proceeds from the sale of the Estonian Property would satisfy the claim of the Creditor (recorded at €3.77 million in the 2011 Accounts).

4.7 Other significant legal disputes

MBH stated in its interim results for the period ending 30 June 2011 (the 'Interim Results') that it intended to commence legal proceedings against various parties including former directors and professional advisers to MBH.

MBH stated in the 2011 Accounts that the Company has engaged in extensive pre-action correspondence with its former Board and professional advisers and preparations for the commencement of legal proceedings are well advanced. There has been no pre-action correspondence with TAS or MCM in 2012.

Eagleheads believes that such legal actions, which have already taken over one year to prepare, even if commenced immediately, could take several years to complete in various jurisdictions. Eagleheads is unable to see how, if MBH's financial position remains unchanged (as of the date of its last published accounts), MBH can make any cash distributions until such actions are successfully completed. To fund this strategy, Eagleheads believes that the Company will have to win its legal dispute in Russia or sell the St. Petersburg Property or raise funds through the issue of new shares as was stated in the Chairman's Statement of the 2011 Accounts. Eagleheads believes this is another poor use of MBH's relatively limited financial resources and notes that the 2010 Accounts warned that: 'such litigation can be costly and there is no guarantee of success'.

4.8 Open questions regarding MBH's corporate strategy

The Offer represents for MBH Shareholders an alternative to remaining shareholders in a company which, in the opinion of Eagleheads, has failed to deliver significant progress on its stated strategy in the last 12 months. Eagleheads believes that MBH Shareholders should consider that:

4.8.1 MBH recorded a loss of €7.5 million in the financial year ended 31 December 2011. MBH's administrative expenses during that period were €1.4 million, being a 29 per cent. increase over the same period in 2010. Interest expenses in 2011 amounted to €548,000. These expenses and finance costs (which in the opinion of Eagleheads are unsustainable) are significantly in excess of group net rental income for the year of just €49,000. MBH's cash balances also fell by €853,000 (to €2.13 million) in the second half of 2011, without the Company making any new investment. The MBH Group reported current assets of €2.28 million against current liabilities of almost €7 million;

4.8.2 The net asset value of the Company per MBH Share has fallen by 68 per cent. during the period covered by the 2011 Accounts (including a 21.5 cents reduction in the second half of 2011);

4.8.3 Eagleheads believes that ongoing MBH Group administrative and finance costs are significantly in excess of group net rental income. As a result, it believes that net asset value per MBH Shares has continued to decline since 31 December 2011; and

4.8.4 Eagleheads believes that the property markets in the region where the Company operates continue to be challenging and encourages all MBH Shareholders to form their own opinion as to whether they believe the Company's current strategy is in their best interests, whether the Company's resources are being well spent and whether the current management team has the skills and time required to manage successfully the Company's portfolio of one asset and legal actions in Russia and Estonia.

Immediately prior to the announcement of the Offer, Eagleheads approached the Chairman of MBH seeking a recommendation for the Offer. A recommendation from the Board of MBH has not yet been received, however Eagleheads proposes to continue to seek support for the Offer from the MBH Board as it is not in conflict with the MBH Board statement in the 2011 Accounts that: 'The Board continues to work to maximise the liquidity and value of the Company and will continue to update shareholders on a regular basis. The Board is hopeful that it can achieve the value from shareholders in excess of the current share price; however no certainty can be given on this eventuality'.

Eagleheads does not believe that MBH has made successful steps towards its stated strategy pursued since 2010. The 2010 Accounts stated: 'The Board continues to work to maximise the liquidity and value of the Company and will continue to update shareholders on a regular basis. The Board is hopeful that it can achieve value for shareholders in excess of the share price of £0.13 as of the date of suspension, however no certainty can be given on this eventuality.'

In relation to MBH's trading prospects, Eagleheads would refer MBH Shareholders to the 2010 Accounts and the 2011 Accounts.

4.9 Ongoing costs of maintaining MBH's AIM listing.

Eagleheads believes that MBH does not receive any material benefit from its AIM listing. The Company had a market capitalisation of just £0.98 million as at 18 July 2012 (being the last practicable date prior to the publication of the Offer) and the AIM listing appears to be a cost without material benefits because (a) there is limited liquidity in MBH Shares, and (b) the Company's low market capitalisation and inappropriate (in the opinion of Eagleheads) strategic direction makes it difficult for the company to attract new equity capital from institutional and/or private investors.

4.10 Intention to de-list from AIM.

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Eagleheads intends to procure that MBH makes an application to the London Stock Exchange for the delisting and the cancellation of trading in MBH Shares on AIM. The de-listing and cancellation will, unless the London Stock Exchange agrees otherwise, be conditional on at least 75 per cent. of MBH Shareholders voting in favour thereof. Eagleheads intends to instruct MBH's nominated adviser at the relevant time to assist and expedite the making of any such application accordingly.

It is anticipated that such delisting and cancellation, if approved by MBH Shareholders, will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects subject to compliance with applicable requirements of the AIM Rules. Delisting and the cancellation of trading of MBH Shares will significantly reduce the liquidity and marketability of any MBH Shares not acquired by Eagleheads. Additionally, Eagleheads may propose that pursuant to the provisions of Sections 26 and 27 Companies Act 1931 (of the Isle of Man) the Articles of Association of MBH be amended such that MBH shall become a private company within the meaning of those Sections. In the alternative Eagleheads may propose that MBH be re-registered as a company incorporated under the Companies Act 2006 (of the Isle of Man) under which no distinction is made between public and private companies, subject to the provisions of Section 16A Companies Act 1931 (of the Isle of Man).

In the event of such a cancellation or re-registration, MBH Shareholders who are not part of the Eagleheads Group would be minority shareholders of a private company no longer admitted to AIM and would cease to benefit from the protections afforded to them under the AIM Rules.

Finally, if Eagleheads receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the MBH Shares to which the Offer relates and of the voting rights carried by those MBH Shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Eagleheads intends to exercise its rights in accordance with Section 154 Companies Act 1931 (of the Isle of Man) to acquire compulsorily the remaining MBH Shares on the same terms as the Offer.

Section 154 provides:

(1) Where a scheme of contract involving the transfer of shares of any class of shares in a company (in this section referred to as 'the transferor company') to another company, whether a company within the meaning of this Act or not (in this section referred to as 'the transferee company') has within four months after the making of the offer in that behalf by the transferee company been approved by the holders of not less than nine-tenths in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company.

Provided that, where any such scheme or contract has been so approved at any time before the commencement of this Act, the court may by order, on an application made to it by the transferee company within the months after the commencement of this Act, authorise notice to be given under this section at any time within fourteen days after the making of the order, and this section shall apply accordingly, except that the terms on which the shares of the dissenting shareholder are to be acquired shall be such terms as the court may by the order direct instead of the terms provided by the scheme or contract.

(2) Where a notice has been given by the transferee company under this section and the court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given, or, if an application to the court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount of other consideration representing the price payable by the transferee company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares.

(3) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held by the company on trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received.

(4) In this section the expression 'dissenting shareholder' includes a shareholder who has notassented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract.

Notwithstanding any foreign laws to the contrary, the provisions of Section 154 shall apply

As a result, Eagleheads believes that the Offer Price is a fair and reasonable price for your MBH Shares and given all the circumstances set out above, recommends that MBH Shareholders accept the Offer.

5. INFORMATION ON MBH

MBH is a public company incorporated in the Isle of Man and is a property investment company targeting investment in office, residential and retail developments in the capital cities of Latvia, Estonia and Russia.

The board of directors of MBH is comprised of Ronan Reid, Brendan Murphy and Tim Crowley.

The audited financial statements of MBH for the financial year ended 31 December 2010, the interim results for the period ended 30 June 2011 and audited financial statements of MBH for the financial year ended 31 December 2011 have been published on www.metrobaltichorizons.com and are incorporated into the Offer Document by reference to such website.

6. INFORMATION ON THE EAGLEHEADS GROUP

Eagleheads is a newly established Estonian company that has been formed for the purpose of making the Offer. It is owned as follows:

A balance sheet of Eagleheads as at 28 June 2012 has been published on www.eagleheads.eu and is incorporated into the Offer Document by reference to such website.

Margarita Novikova, the sole director of Eagleheads, has overall responsibility for the management and administration of the business and affairs of Eagleheads, including as to the management of its investments. She has full power and authority to identify, evaluate and negotiate investment opportunities, to prepare and approve investment agreements and to (or to agree to) subscribe, purchase or otherwise acquire, alone or with others, investments of Eagleheads.

7. MANAGEMENT AND EMPLOYEES

Eagleheads confirms that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights of all MBH and, where relevant, Eagleheads employees and management will continue to be fully safeguarded and their accrued rights to pensions benefits protected.

While Eagleheads has no specific plans to make personnel changes in respect of MBH, upon the Offer becoming unconditional as to acceptances, Eagleheads intends to evaluate the skills and competencies of the current MBH Group employees and officers and it is possible that changes may be implemented as a result.

Eagleheads does not know the exact number of MBH's employees as of 18 July 2012 (being the last practicable date before the publication of this Announcement) (although it notes that the 2011 Accounts states that as at 31 December 2011 the MBH Group had 41 employees), and therefore cannot specify what changes may be required.

8. FINANCING THE OFFER

Full acceptance of the Offer will result in a maximum cash consideration of €1,984,567.05 (approximately £1.556 million) becoming payable by Eagleheads, which will be provided from Eagleheads' existing cash resources.

Shore Capital is satisfied that Eagleheads has the necessary cash resources available to it to satisfy in full the cash consideration payable by Eagleheads under the Offer.

9. DISCLOSURE OF INTERESTS IN MBH

At the date of this Announcement Eagleheads is beneficially interested in 4,149,525 MBH Shares, representing approximately 15.84 per cent. of MBH's issued share capital.

At the date of this Announcement the Eagleheads Group is interested in 4,193,091 MBH Shares equivalent to 16 per cent. of MBH's issued share capital.

10. COMPULSORY ACQUISITION, CANCELLATION OF TRADING AND RE-REGISTRATION

If Eagleheads receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the MBH Shares to which the Offer relates and of the voting rights carried by those MBH Shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Eagleheads intends to exercise its rights in accordance with Section 154 Companies Act 1931 (of the Isle of Man) (see paragraph 4.9 of this Part 1) to acquire compulsorily the remaining MBH Shares on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Eagleheads intends to procure that MBH applies to the London Stock Exchange for the cancellation of trading in MBH Shares on AIM. This will, unless the London Stock Exchange agrees otherwise, be conditional on at least 75 per cent. of the MBH Shareholders voting in favour of the de-listing and cancellation of trading in MBH Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects, subject to compliance with applicable requirements of the AIM Rules. The cancellation of trading of MBH Shares will significantly reduce the liquidity and marketability of any MBH Shares not acquired by Eagleheads.

Following the Offer becoming or being declared unconditional in all respects, and assuming the cancellation of trading of MBH Shares on AIM, Eagleheads may propose that pursuant to the provisions of Sections 26 and 27 Companies Act 1931 (of the Isle of Man) the Articles of Association of MBH be amended such that MBH shall become a private company within the meaning of those Sections. Alternatively Eagleheads may propose that MBH be re-registered as a company incorporated under the Companies Act 2006 (of the Isle of Man) under which no distinction is made between public and private companies, subject to the provisions of Section 16A Companies Act 1931 (of the Isle of Man).

11. OVERSEAS SHAREHOLDERS

The availability of the Offer or the distribution of this Announcement to MBH Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions in which they are located. MBH Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.

MBH Shareholders are advised to read carefully the Offer Document (together with, if they hold their MBH Shares in certificated form, the Form of Acceptance) once it has been despatched, which will contain further details in relation to overseas MBH Shareholders.

12. GENERAL

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 London Stock Exchange, the AIM Rules and the Financial Services Authority.

The Offer Document and (in the case of MBH Shares held in certificated form) the Form of Acceptance will be posted to MBH Shareholders (other than MBH Shareholders in any Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this Announcement.

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

The Offer will be subject to the further terms set out in Appendix 1 and the terms to be set out in the Offer Document together with, for MBH Shares held in certificated form, the Form of Acceptance when issued. The sources and bases of certain information contained in this Announcement are set out in Appendix 2. Additional Information in relation to the Offer is set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4.

 For further information:

APPENDIX 1: CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1. Conditions of the Offer

The Offer complies with the applicable rules and regulations of the London Stock Exchange and the AIM Rules; is governed generally by English law and is subject generally to the jurisdiction of the English Courts, save for those matters expressly referred to in the Offer as being subject to Isle of Man law and/or pertaining to MBH which are within the jurisdiction of the Isle of Man Courts and to which the laws of the Isle of Man apply. In addition, the Offer is subject to the following Conditions:

1.1. upon valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Eagleheads may decide) in respect of more than 50 per cent. of the MBH Shares to which the Offer relates and of the voting rights attached to those MBH Shares normally exercisable at a general meeting of MBH, including for this purpose any such voting rights attaching to MBH Shares that are unconditionally allotted or 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. For the purposes of this condition, MBH Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon issue.

1.2. 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 an 'Authority') having, without the consent or agreement of Eagleheads, prior to the date when the Offer becomes otherwise unconditional in all respects, decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order, or taken any other steps which would or might reasonably be expected to:

1.2.1. require, prevent or delay the divestiture by MBH or the Wider Eagleheads Group of all or a material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct all or any material portion of their respective businesses or own all or any material portion of their respective assets or properties;

1.2.2. impose any limitation on, or result in a delay in, the ability of any member of the Wider Eagleheads Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares in MBH or on the ability of any member of the Wider Eagleheads Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities (or the equivalent) in MBH or to exercise management control over MBH to an extent which is material in the context of the Offer;

1.2.3. require any member of the Wider Eagleheads Group to offer to acquire any shares or other securities or interest in MBH owned by any third party;

1.2.4. (a) make the Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, MBH void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or delay the same, or impose additional conditions or obligations with respect thereto, or (b) otherwise challenge, or require amendment of, the Offer to an extent which is material in the context of the Offer; or

1.2.5. otherwise adversely affect the business, assets, prospects or profits of any member of the Wider Eagleheads Group or MBH or of the obligations of the members of the Wider Eagleheads Group in connection with the Offer in each case taken as a whole,

and all applicable waiting and other time periods during which any Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired or been terminated;

1.3. all necessary filings having been made in connection with the Offer and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Eagleheads Group of any shares or other securities in, or control of, MBH and all necessary waiting periods under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate in respect of the Offer and the proposed acquisition of any shares or other securities in, or control of, MBH by any member of the Wider Eagleheads Group having been obtained in terms and in a form satisfactory to Eagleheads (acting reasonably) from all relevant Authorities or persons with whom MBH has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals, together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of MBH, remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice of any intention to revoke or not to renew the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects;

1.4. save as Disclosed, there being no provisions of any arrangement, agreement, licence, permit or other instrument to which MBH is a party or by or to which it or its assets may be bound, entitled or subject and which, in consequence of the Offer, or the proposed acquisition of any shares or other securities in MBH or because of a change in the control or management of MBH or otherwise, could or might reasonably be expected to result in:

1.4.1. any monies borrowed by, or any other indebtedness (actual or contingent) of or grant available to, any such 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 such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

1.4.2. the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) becoming enforceable;

1.4.3. any such arrangement, agreement, licence, permit or instrument or the rights, liabilities, obligations or interests thereunder of MBH being terminated or adversely modified or any action being taken or any obligation or liability arising thereunder that is material in the context of the Offer;

1.4.4. any assets or interests of any such 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;

1.4.5. the rights, liabilities, obligations, interests or business of any such member in or with any firm or body or, in the case of a business any arrangements relating to such interest or business, being terminated or adversely modified or affected;

1.4.6. any such member ceasing to be able to carry on business under any name under which it presently does so;

1.4.7. the financial or trading position or prospects of MBH being prejudiced or adversely affected to an extent which is, in the opinion of the Eagleheads, material in the context of the Offer; or

1.4.8. the creation of any material liability, actual or contingent, by any such member otherwise than in the ordinary course of business;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, or other instrument to which MBH is a party or by or to which MBH or any of its assets is bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub paragraphs 1.4.1 to 1.4.8;

1.5. save as Disclosed (with the express exception of paragraph 1.5.12), since 31 December 2011, MBH having not:

1.5.1. issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities;

1.5.2. recommended, declared, paid, made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

1.5.3. issued, authorised or proposed the issue of any debentures, save in the ordinary course of business, or incurred or increased any indebtedness or become subject to any contingent liability;

1.5.4. entered into or offered to enter into (which remains open for acceptance) any contract, any reconstruction or amalgamation, any transaction or arrangement otherwise than in the ordinary course of business;

1.5.5. entered into an agreement, contract, arrangement or commitment or passed any resolution or made any offer (which remains open for acceptance) with respect to any of the transactions or events referred to in this paragraph;

1.5.6. entered into or materially varied or made an offer (which remains open for acceptance) to enter into or materially vary, the terms of any service agreement with any director, or (other than in the ordinary course of business) with any senior executive of MBH;

1.5.7. entered into or offered to enter into (which offer remains open for acceptance) any agreement which consents to the restriction of the scope of the business of MBH;

1.5.8. waived or compromised any material claim otherwise than in the ordinary course of business;

1.5.9. entered into or varied or authorised, or offered (which offer remains open for acceptance) 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 restrictive to the businesses of MBH or which involves an obligation of such a nature or magnitude;

1.5.10. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other material change to any part of its share capital;

1.5.11. taken any corporate action or had any legal proceedings started or threatened against it or any subsidiary for its winding up, dissolution or reorganisation or for the enforcement of any security 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;

1.5.12. whether or not Disclosed, the Company or any subsidiary being the subject of any successful action to enforce security against the Company or such subsidiary with the effect that a forced sale of any property owned by the Company of such subsidiary is achieved;

1.5.13. merged with any body corporate or acquired or disposed of or demerged or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares in subsidiaries, associates and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage or charge or security interest or change in its loan capital, as aforesaid (other than in the ordinary course of business) which in any such case is material in the context of the Offer;

1.7. that the directors of MBH do not take any frustrating or other action of a type that would fall within Rule 21 of the Code (even though the Code does not apply to the Offer);

1.8. That the voting and other rights attaching to the MBH Shares held by Eagleheads are not altered by any action or inaction during the course of the Offer.

1.9. since 31 December 2011 and save as Disclosed:

1.9.1. there having been no material adverse change in the business, assets, financial or trading position, prospects or profits of MBH;

1.9.2. there having been no litigation, arbitration proceedings, prosecution or other legal proceedings to which MBH is or could reasonably be expected to become a party (whether as plaintiff or defendant or otherwise), no such proceedings having been threatened in writing against MBH and no investigation by an Authority against or in respect of MBH having been instituted, threatened or announced by or against or remaining outstanding which in any such case would or may have a material adverse effect on MBH;

1.9.3. no contingent or other liability having arisen which would be reasonably likely materially and adversely to affect MBH; or

1.9.4. no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by MBH which is necessary for the proper carrying on of its business;

1.10. save as Disclosed, Eagleheads not having discovered after the date of this document:

1.10.1. that any financial, business or other information concerning MBH that is material in the context of the Offer as contained in the information publicly disclosed at any time by MBH, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not been corrected;

1.10.2. that MBH is subject to any liability (contingent or otherwise) which is not disclosed in the 2010 Accounts or the 2011 Accounts;

1.10.3. that MBH has not materially complied with any and all applicable laws and regulations of any relevant jurisdiction relating to an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by MBH which non compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of MBH; and

1.10.4. that there is or is likely to be, for that or any other reason whatsoever, any liability (whether actual or contingent) of MBH to or requirement to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by MBH.

2. Certain further terms of the Offer

2.1. Eagleheads reserves the right to waive any of the Conditions in 1 above, save that offer condition 1.1 may not be amended to reduce the acceptance condition to below more than 50 per cent. of the MBH Shares to which the Offer relates and of the voting rights attached to those MBH Shares normally exercisable at a general meeting of MBH.

2.2. If the Offer lapses, the Offer will cease to be capable of further acceptance and Eagleheads and holders of MBH Shares shall thereupon cease to be bound by acceptances made on or before the date on which the Offer so lapses.

2.3. MBH Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, 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, without limitation, 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 19 July 2012. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by MBH in respect of a MBH Share on or after 19 July 2012, the price payable under the Offer in respect of a MBH Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the MBH Share is or will be transferred pursuant to the Offer on a basis which entitles Eagleheads alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of a MBH Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that MBH Share will be obliged to account to Eagleheads for the amount of such dividend or distribution or return of capital.

APPENDIX 2 - BASES AND SOURCES OF INFORMATION

Unless otherwise stated, in this document:

·; the financial information relating to MBH has been extracted or derived (without any adjustment) from MBH's consolidated audited annual report and accounts for the financial year ended 31 December 2011;

·; the value placed by the Offer on the entire existing issued share capital, and other statements made by reference to the existing issued share capital, of MBH are based on, as applicable, the Offer Price of 9 cents per MBH Share and 26,200,270 MBH Shares being in issue (as sourced from the 2011 Accounts);

·; unless otherwise stated, all prices quoted for MBH Shares have been derived from the Closing Prices on the relevant dates; and

·; all relevant calculations are based on a rate of exchange for Pounds Sterling and Euros of 1.2751. This was the relevant exchange rate published by Fidessa at 5.00 p.m. on 18 July 2012 (being the last practicable date prior to the announcement of the Offer).

APPENDIX 3 - ADDITIONAL INFORMATION

1. As at 18 July 2012 (the latest practicable date prior to the publication of this document), Eagleheads held the following interests in, or rights to subscribe in respect of, relevant MBH securities:

Percentage of MBH's

Number of MBH Shares issued share capital

4,149,525 15.84

A further 43,566 MBH Shares (equivalent to 0.16 per cent. of MBH's issued share capital) are held by other members of the Eagleheads Concert Party.

2. The following dealings for value in relevant MBH securities by the Wider Eagleheads Group have taken place during the disclosure period:

Conversion Option

On 5 December 2006, TAS, a wholly-owned subsidiary of MCM, entered into an Investment Management Agreement (the "IMA") with MBH pursuant to which TAS was appointed to provide investment management services to MBH. In the August 2011 Announcement, MBH purported to terminate the Investment Management Agreement. No public announcement has been made as to whether this termination has been accepted by TAS. The IMA provided that the fee payable to TAS by MBH for such advisory services could, at TAS' option, be satisfied by the issue of MBH Shares to TAS up to 100 per cent. of the accrued annual management fee. Eagleheads notes that the 2011 Accounts notes a provision in the amount of €714,000 for management fees and related interest. Eagleheads believes that this may relate to the unpaid management fee to TAS. If TAS were able to successfully enforce its right to convert unpaid management fees and related interest into MBH Shares, this conversion would give TAS a right to be issued approximately 11.35 million MBH Shares, representing approximately 30 per cent. of the enlarged MBH Share Capital as of 18 July 2012, being the most practicable date before the publication of this document.

D Tilts Holding

MCM Holding has a 20 per cent. interest in D Tilts Holding through its wholly-owned subsidiary, Dante Capital OÜ. D Tilts Holding is a Latvian subsidiary of MBH which it was announced by MBH has been subject to insolvency proceedings since 2011.

3. PERSONS ACTING IN CONCERT

3.1. The persons who, if the Code did apply to the Offer, would be deemed to be acting in concert with Eagleheads are:

Margarita Novikova

Margarita graduated from Kuzbass Technical University in Kemerovo as a mining engineer (1978). She obtained a Ph.D degree from Moscow Mining University (1984). She has worked in the building materials production sector in Voronezh (Voronezstroimateriali) and Moscow (Mospromstroimateriali) until 1993. Since 1993 she has been managing director of OOO NofM, OOO NofKamen and OOO RK Partner providing construction services in Moscow. She has been investing in real estate in Russia, Latvia and Estonia since 2004.

Militello OÜ

Militello OÜ a company controlled by Margarita Novikova is interested in shares in Eagleheads equivalent to 66.67 per cent. of its issued share capital.

MCM Group

The MCM Group comprises several companies including MCM Holding and MCM, which are sister companies with the same beneficial owners held in the same proportions. MCM Holding is an asset holding company providing also debt and equity placement services for MCM projects and MCM is a developer and a management services provider to special purpose property vehicles. In 2011, MCM offered development and management services to six project companies with a total asset portfolio amounting to approximately €14 million. Turnover for the financial year to 31 December 2011 amounted to €1.07 million.

The MCM Group also includes TAS, which is a management advisory company owned as to 100 per cent. by MCM.

MCM Related Parties

MCM Holding and several related parties, (as listed in the table set out under "Eagleheads" below) are interested in shares in Eagleheads equivalent to 33.33 per cent. of its issued share capital.

Eagleheads

Eagleheads currently is interested in 4,149,525 MBH Shares equivalent to approximately 15.84 per cent. of the issued share capital of the Company. The Shareholders of Eagleheads are as follows:

Militello OÜ

Metro Capital Management AS

MCM Holding OÜ

Estonian Business School Group AS

Estonian Business School Group AS has a 100 per cent. subsidiary called Genex Invest AS which holds a further 3.83 per cent. of Eagleheads Shares:

Genex Invest AS

Krik OÜ

Focus Holding OÜ

Laurus Invest OÜ

Black Box OÜ

The remaining 43,566 MBH Shares held by the Eagleheads Concert Party are held as follows: Hektik OÜ, 100 per cent. owned by Riin Vähk (Analyst, employee of MCM) - 13, 522 MBH Shares;

Contadora Holding OÜ, 100 per cent. owned by Marika Jõeleht (Chief Accountant of MCM, employee of MCM) - 3,000 MBH Shares;

Baltic Property Invest OÜ, 100 per cent. owned by Madis Brjantsev (Sales Manager, employee of MCM) - 13,522 MBH Shares; and

Sidemark OÜ, 100 per cent. owned by Janina Karemäe (mother of Katrin Karemäe, legal counsel, employee of MCM) - 13,522 MBH Shares.

TAS could have an option to acquire MBH Shares (as more fully described in paragraph 4 above). If exercised, this option would give TAS a right to be issued approximately 11.35 million MBH Shares, representing about 30 per cent. of the enlarged MBH Share Capital as of 18 July 2012, being the most practicable date before the publication of this document.

APPENDIX 4 - DEFINITIONS

The following definitions apply throughout this Announcement:

All references to legislation in this announcement are to English legislation unless the contrary is indicated.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

For the purposes of this announcement, 'subsidiary' and 'holding company' shall have the meanings ascribed to them in Section 1 Companies Act 1974 (of the Isle of Man) and references to 'parent undertaking', 'subsidiary undertaking', 'subsidiary,' 'associated undertaking' and 'undertaking' shall be interpreted accordingly. 'Control' where the context so permits shall have the meaning ascribed to it under Section 119A Income Tax Act 1970 (of the Isle of Man).

References to '£', 'pounds sterling' and 'pence' are to the lawful currency of the United Kingdom.

References to '€', 'euros' and 'cent' are to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union and the Treaty of Amsterdam.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

All times referred to in this announcement are to London times unless otherwise specified.