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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