Derwent London PLC
01 February 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
Derwent London plc
1 February 2007
DERWENT LONDON PLC
COMPLETION OF THE MERGER OF DERWENT VALLEY HOLDINGS PLC AND LONDON MERCHANT
SECURITIES PLC AND CHANGE OF NAME TO DERWENT LONDON PLC
Scheme becomes Effective
The scheme of arrangement to implement the recommended share for share merger of
Derwent Valley Holdings plc (the 'Company' or 'Derwent') with London Merchant
Securities plc ('LMS') (the 'Merger') has now become Effective in accordance
with its terms and the Merger has been completed. Accordingly, dealings in LMS
Shares on the London Stock Exchange have been cancelled and the LMS Shares
delisted.
Elections in respect of a total of £44,666,529.60 were received pursuant to the
Partial Cash Alternative made available to LMS Shareholders under the terms of
the Merger. Of this, £32,466,884 of elections were made for the Loan Note
Option. Accordingly, the Company will pay a total of £12,199,645.60 in cash and
issue £32,466,884 of Loan Notes to LMS Shareholders. LMS Shareholders electing
to receive cash or Loan Notes (including those electing to receive cash or Loan
Notes in respect of more than 20 per cent. of their shareholdings) will receive
the full amount they elected to receive.
The balance of the consideration was satisfied by the issue of 46,910,232 New
Derwent Shares, which were admitted to the Official List of the UK Listing
Authority and to trading on the London Stock Exchange with effect from 8 a.m.
today.
Change of name and LSE designation
The Company's name has been changed from Derwent Valley Holdings plc to Derwent
London plc. Following the change of name, the designation on trading screens of
'DWV' has changed to 'DLN'.
Second interim dividend
As announced by the Company on 12 December 2006, the Company's board is
proposing to pay a second interim dividend of 10.525 pence per Derwent Share on
23 February 2007 to Derwent Shareholders on its register of members on 26
January 2007. The conditions to the payment of this second interim dividend
have now been satisfied.
This second interim dividend replaces the final dividend Derwent would otherwise
have paid in respect of the year ended 31 December 2006, which, as previously
announced, would only have been payable on existing Derwent Shares and not New
Derwent Shares issued to LMS Shareholders under the Merger.
Board changes
In accordance with the Merger documentation, the board of directors of the
Company announces that Robert Rayne, Nicholas Friedlos, June de Moller and
Donald Newell have been appointed as directors of the Company. Robert Rayne
will become the Chairman of the board of directors.
Terms defined in the prospectus issued by the Company dated 12 December 2006
have the same meaning in this announcement.
Enquiries:
Derwent London plc +44 (0)20 7659 3000
John Burns
Christopher Odom
UBS Limited (financial adviser and broker to Derwent) +44 (0)20 7567 8000
Liam Beere
Tim Guest
Financial Dynamics (public relations adviser to Derwent) +44 (0)20 7831 3113
Stephanie Highett
Dido Laurimore
UBS Limited is acting exclusively for Derwent and no one else in connection with
the Merger and will not be responsible to anyone other than Derwent for
providing the protections afforded to the clients of UBS Limited nor for
providing advice in relation to the Merger or any other matter referred to
herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside of England. This announcement does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote or approval in any jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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