SOURCE: SC Fund Management LLC

October 26, 2011 10:13 ET

Shareholders Statement Following UCP EGM

NEW YORK--(Marketwire - Oct 26, 2011) -

Statement of Certain Unitech Corporate Parks Requisitioning
Shareholders Following Recent Extraordinary General Meeting

While we are disappointed that Sanjay Pandit was not elected to the
Unitech Corporate Parks Board of Directors, we are gratified that his
candidacy received nearly 40% of the votes cast, along with the support
of respected proxy advisory services. We plan to remain committed and
vigilant UCP shareholders and, among other things, to maintain the
website established in connection with the meeting
( ), where we will be periodically posting
observations and questions. Note that some of the material on the
website is intended for, and should be considered by, only investors
meeting certain qualifications.

In the aftermath of the EGM and the release of the FY 2011 financial
statements, we have a number of questions:

1. At the AGM, Mr. Adams implied disfavour for the strategy of selling
certain company assets at NAV and using the proceeds to repurchase
shares at significant discounts to NAV because such a strategy would
conflict with the company's "purpose" which is to develop property.
Are we to understand then, that the company ascribes a higher value to
pursuing its "purpose" than it does to maximizing NAV per share? Put
another way, given that the company's shares trade at around 50% of
reported NAV, and that UCP employs low double-digit discount rates in
arriving at that NAV, what does the company's Board of Directors
estimate UCP's cost of capital to be? Does the Board acknowledge that
investments whose return is lower than the cost of capital are
destructive of shareholder value? Is the Board prepared to destroy
shareholder value in pursuit of the company's "purpose"?

2. Mr. Adams also implied that funds may have been transferred between
SPVs. Has this in fact happened? If so, in what magnitude and to and
from which SPVs? To the extent that different parties have different
economic interests in the various SPVs, how were the relative interests
of the parties adjusted to accommodate these flows of funds? Why did
the company recently cease providing individual SPV NAVs? Will it
provide such information in the future, disaggregated into cash, debt
and property?

3. Does the company intend to make public the presentation which we
understand it shared with certain shareholders prior to the EGM?

4. In FY 2011, the company reported GBP4.4 million in "share of joint
venture and other expenses", up from GBP2.6 million in 2010. What
accounts for this increase? What is the breakdown of this expense? In
particular, what portion of this expense would likely be borne by
buyers of the SPVs, and what portion is in the nature of "other

5. In light of the company's proposed automatic winding up date of
December 2014, and of Unitech's stated intention of monetizing its
investment in the SPVs well before then, what is the company's plan for
realizing the value of its assets?

6. We note that the company has not scheduled a conference call in
conjunction with the release of its year-end results. Will such a call
be held? If not, why not?


Peter M. Collery

+ 1 (212) 813-3410
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