re.Unsolicited proposal

Derwent Valley Holdings PLC
01 December 2003

NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA
                                    OR JAPAN


                          DERWENT VALLEY HOLDINGS PLC

          Board dismisses unsolicited proposal from Winten Limited

The Board of Derwent Valley Holdings plc ("Derwent Valley") notes the
announcement of an unsolicited proposal for the company by Winten Limited
("Winten") today.  The Board considers that the indicative price of 800 pence
per share is wholly inadequate and fails to recognise the value and potential
inherent in Derwent Valley. Therefore the Board has concluded that there is no
basis to engage in discussions with Winten on this proposal.

The Board also notes that Winten has not as yet made a formal offer for the
company and has even reserved the right to lower its price.  Furthermore, Winten
has said that: "there can be no certainty at this stage that any offer will be
made."

The Board would like to bring the following matters to the attention of
shareholders:



Triple net asset value does not reflect the full value of Derwent Valley

  • Triple net asset value is based on a break-up valuation. It takes no
    account of the value inherent in Derwent Valley's refurbishment and
    development portfolio, its expertise, the high reversionary element of the
    portfolio, or the expected upturn in the West End market



  • Derwent Valley considers that triple net asset value is a wholly
    inappropriate method of valuing the company at this stage of the property
    cycle



A core skill in development and refurbishment

  • Derwent Valley has extensive refurbishment and development expertise.  The
    group has a significant stock of property for future refurbishment and a
    number of schemes in progress



  • Through this core skill, Derwent Valley adds value to its properties and
    enhances their attractiveness to tenants, hence creating value for
    shareholders



Reversionary potential

   • Derwent Valley's portfolio has a high reversionary element, which is
     expected to result in improved rents in the short to medium term



Well positioned for the upturn in the West End office market

  • Derwent Valley is well positioned to benefit from the upturn in the West
    End office market, where approximately 75% of its portfolio is located



  • There are signs of an upturn in that important market and independent
    research has indicated that take-up of space in September reached a 15 month
    high (Source, Chesterton Research Central London office Q3 2003 published in
    October 2003)



Successful programme of lettings

  • Derwent Valley has let a significant amount of space since the start of
    the year.  This has been achieved against a backdrop of difficult market
    conditions and demonstrates Derwent Valley's ability to attract tenants



  • In the first half of the year, the company let 129,000 square feet, more
    than the total amount it let in 2002.  Further lettings have been concluded,
    taking space let for the year to date to over 300,000 square feet



John Burns, Managing Director of Derwent Valley, said:



"We are seeing signs of recovery in the West End. We have successfully let over
300,000 square feet so far this year. The portfolio contains numerous
opportunities to enhance value through refurbishment, development and lease
management. We have an established track record of creating value for our
shareholders and we are confident that we can continue to do so."

                                                                 1 December 2003


Enquiries:

Derwent Valley                               Tel: [phone]
John Burns, Managing Director

UBS Investment Bank                          Tel: [phone]
Tim Guest
Edmund Craston

College Hill                                 Tel: [phone]
Alex Sandberg
Gareth David



UBS is acting for Derwent Valley in connection with the possible offer and
no-one else and will not be responsible to anyone other than Derwent Valley for
providing the protections afforded to clients of UBS or for providing advice in
relation to the possible offer.



Notes for Editors:



Derwent Valley is a highly focused UK listed property company (Reuters: DWV.L,
Bloomberg: DWV LN) specialising in refurbishing and investing in commercial
property in central London. The West End, where demand is showing signs of
recovery, represents approximately 75% of the investment portfolio. The company
has a reputation for the high quality of its schemes and has won a number of
architectural awards.



The group currently has a number of refurbishment and development opportunities
within its portfolio, which together with its existing portfolio, put Derwent
Valley in a strong position to take advantage of the anticipated recovery in the
central London commercial property market.



As at 30 June 2003, the company had a net asset value per share of 906p as
reported in the interim accounts.



www.derwentvalley.co.uk


                      This information is provided by RNS
            The company news service from the London Stock Exchange