Further re Offer and Proposal

Derwent Valley Holdings PLC 09 November 2006 Derwent Valley Holdings plc Announces Acceptance of Offer, Result of Meeting and Redemption of its outstanding £35m 10.125% First Mortgage Debenture Stock 2019 NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT OR LOCATED IN THE UNITED STATES OR ITALY This announcement is made in connection with the Offer and the Proposal (both as defined in the Tender Offer Memorandum dated 17 October 2006 (the "Tender Offer Memorandum")). Derwent Valley Holdings plc (the "Company") hereby announces that all £35,000,000 10.125 per cent. First Mortgage Debenture Stock 2019 (ISIN: GB0002653151) (the "Stock") validly tendered in the Offer will be accepted for repurchase by the Company. The Company also announces that the Extraordinary Resolution detailed in the notice dated 17 October 2006 (the "Notice") was duly passed by the requisite majority of Stockholders at the meeting of Stockholders convened by the Notice held at 12.00 noon (London time) today. The Trust Deed in respect of the Stock has also been amended accordingly. NOTICE IS HEREBY GIVEN THAT, following the passing of the Extraordinary Resolution and amendment of the Trust Deed, and pursuant to the amended terms and conditions of the Stock, the Company is exercising the Issuer Call immediately and all outstanding Stock will be redeemed on Wednesday, 15 November 2006 (the "Early Redemption Date") at the Early Redemption Amount together with Accrued Interest. In addition, payment of any Voting Only Early Submission Amount, as applicable, will be settled on the Early Redemption Date on the terms set out in the Tender Offer Memorandum. UBS Limited has been appointed as calculation agent for the purpose of determining the Early Redemption Amount. As detailed in the Tender Offer Memorandum, the amounts that will be paid by the Company for Stock so redeemed will be the same as the amounts payable by the Company for equal nominal amounts of Stock repurchased at the Repurchase Price pursuant to the Offer (including in each case the amounts payable in respect of any applicable Early Tender Premium or Voting Only Early Submission Amount, as the case may be, and Accrued Interest). The Early Redemption Date will also be the Settlement Date for the Offer, which is the date on which Sterling cheques for (i) the amount payable to each relevant Stockholder for Stock repurchased at the Repurchase Price pursuant to the Offer, any Early Tender Premium (if applicable) and Accrued Interest or, as the case may be, (ii) the Early Redemption Amount, any Voting Only Early Submission Amount (if applicable) and Accrued Interest, will be posted by the Registrar to Stockholders. For the purposes of the early redemption of the outstanding Stock, the Company will not be requiring the delivery of the certificate or certificates relating to the Stock to be so redeemed. However, all certificates relating to such Stock shall be deemed to be cancelled from the redemption of such Stock on the Early Redemption Date. Pricing for the Offer and the Proposal will take place at or around 2.00 p.m. tomorrow, 10 November 2006. The Offer and the Proposal were made on the terms and subject to the conditions contained in the Tender Offer Memorandum. This announcement should be read in conjunction with the Tender Offer Memorandum. Terms used in this announcement and not otherwise defined have the meanings given in the Tender Offer Memorandum and/or the Notice, as applicable. Stockholders should contact the following for further information: The Dealer Manager: UBS Investment Bank at 1 Finsbury Avenue, London EC2M 2PP, Attention: Liability Management Group, Tel: +44 20 7568 3118. The Registrar: Lloyds TSB Registrars at The Causeway, Worthing, West Sussex BN99 6ZL, Tel: 0870 609 2158 (UK Stockholders only)/+44 1903 276 342 (overseas Stockholders only). A copy of the Tender Offer Memorandum is available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, London E14 5HS. This information is provided by RNS The company news service from the London Stock Exchange
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