Publication of Documents

Derwent Valley Holdings PLC 12 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Derwent Valley Holdings plc London Merchant Securities plc 12 December 2006 PUBLICATION OF SHAREHOLDER DOCUMENTS On 14 November 2006, Derwent Valley Holdings plc ("Derwent") and London Merchant Securities plc ("LMS") announced that they had reached agreement on the final terms of a recommended share for share merger of Derwent and LMS (the " Transaction"). It is proposed that the Transaction will be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985 (the "Scheme"). Further to that announcement, Derwent and LMS announce that the documentation relating to the Transaction will be posted today. LMS Shareholders will receive, amongst other documents, the Scheme Document published by LMS in connection with the Scheme, together with a Prospectus published by Derwent in connection with the New Derwent Shares being offered pursuant to the Transaction. Derwent Shareholders will receive, amongst other documents, the Derwent Shareholder Circular in relation to the Transaction, together with a copy of the Prospectus. As set out in the documentation, the Derwent Extraordinary General Meeting will be held to allow the Derwent Shareholders to vote on the resolution required to approve and implement the Transaction, and two shareholder meetings, namely the Scheme Meeting and the LMS Extraordinary General Meeting, will be held to allow the LMS Shareholders to vote on the proposed resolutions required to implement the Scheme. The key dates for these meetings are as follow: Latest time for receipt of proxy forms for the Derwent 10.30 a.m. on 6 January 2007 Extraordinary General Meeting Derwent Extraordinary General Meeting 10.30 a.m. on 8 January 2007 Latest time for receipt of proxy forms for the LMS Scheme Meeting 11.00 a.m. on 8 January 2007 Latest time for receipt of proxy forms for the LMS Extraordinary 11.15 a.m. on 8 January 2007 General Meeting LMS Scheme Meeting 11.00 a.m. on 10 January 2007 LMS Extraordinary General Meeting 11.15 a.m. on 10 January 2007 Last day for dealings in and for registration of transfers of, and 30 January 2007 disablement in CREST of, LMS Shares Effective Date of the Scheme 1 February 2007 Issue of New Derwent Shares and commencement of dealings in New 1 February 2007 Derwent Shares Copies of the Scheme Document, the Derwent Shareholder Circular and the Prospectus have been submitted to the UK Listing Authority and will shortly be available for inspection by the public during normal business hours any weekday (public holidays excepted) at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: +44 (0)20 7676 1000 Copies of the Derwent Shareholder Circular, the Scheme Document and the Prospectus will shortly be available for inspection by Derwent Shareholders at the offices of Derwent Valley Holdings plc, 25 Savile Row, London, W1S 2ER during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Copies of the Shareholder Circular, the Scheme Document and the Prospectus are available for inspection at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Copies of the Scheme Document will shortly be available for inspection by LMS Shareholders at the offices of London Merchant Securities plc, Carlton House, 33 Robert Adam Street, London, W1U 3HR during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Copies of the Scheme Document are available for inspection at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Completion of the Transaction remains subject to the satisfaction or, if permitted, waiver of the conditions to the Transaction set out in the Scheme Document, including, amongst other things, the approval of the Transaction by the requisite majorities of Derwent Shareholders and LMS Shareholders at the relevant meetings and the sanction of the Scheme by the Court. Terms defined in the Prospectus have the same meaning in this announcement. Enquiries: DERWENT Derwent Valley Holdings plc +44 (0)20 7659 3000 John Burns Simon Silver 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 LMS London Merchant Securities plc +44 (0)20 7935 3555 Robbie Rayne Nick Friedlos Martin Pexton N M Rothschild & Sons Limited (lead financial adviser to LMS)+44 (0)20 7280 5000 Alex Midgen Duncan Wilmer JPMorgan Cazenove (joint financial adviser and broker to LMS)+44 (0)20 7588 2828 Michael Wentworth-Stanley Richard Cotton Bronson Albery Brunswick (public relations adviser to LMS) +44 (0)20 7404 5959 Simon Sporborg Nina Coad UBS Limited is acting exclusively for Derwent and no one else in connection with the Transaction 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 Transaction or any other matter referred to herein. N M Rothschild & Sons Limited is acting exclusively for LMS in connection with the Transaction and will not be responsible to anyone other than LMS for providing the protections afforded to the clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Transaction or any other matter referred to herein. JPMorgan Cazenove is acting exclusively for LMS in connection with the Transaction and will not be responsible to anyone other than LMS for providing the protections afforded to the clients of JPMorgan Cazenove nor for providing advice in relation to the Transaction 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 City Code 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. LMS Shareholders are advised to read carefully the formal documentation in relation to the Transaction once it has been despatched. In particular, this announcement is not an offer of securities for sale in the US and the New Derwent Shares and Loan Notes have not been, and will not be, registered under the US Securities Act of 1933 (the "Securities Act") or under the securities law of any state, district or other jurisdiction of the US, Australia, Canada or Japan and no regulatory clearance in respect of the New Derwent Shares and Loan Notes has been, or will be, applied for in any jurisdiction other than the UK. It is expected that the New Derwent Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of " relevant securities" of Derwent or LMS, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the Effective Date or until the date on which the Scheme lapses or is otherwise withdrawn or on which the "offer period" otherwise ends (or, if Derwent elects to effect the Transaction by way of a takeover offer, until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Derwent or LMS, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Derwent or LMS by Derwent or LMS, or by any of their respective " associates", must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange

Companies

Derwent London (DLN)
UK 100
FTSE quotes by TradingView

Latest directors dealings

All directors dealings today