9th Nov 2006 12:38
Derwent Valley Holdings PLC09 November 2006 Derwent Valley Holdings plc Announces Acceptance of Offer, Result of Meeting andRedemption of its outstanding £35m 10.125% First Mortgage Debenture Stock 2019 NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT OR LOCATED IN THE UNITED STATES ORITALY This announcement is made in connection with the Offer and the Proposal (both asdefined in the Tender Offer Memorandum dated 17 October 2006 (the "Tender OfferMemorandum")). 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 forrepurchase by the Company. The Company also announces that the ExtraordinaryResolution detailed in the notice dated 17 October 2006 (the "Notice") was dulypassed by the requisite majority of Stockholders at the meeting of Stockholdersconvened by the Notice held at 12.00 noon (London time) today. The Trust Deedin respect of the Stock has also been amended accordingly. NOTICE IS HEREBY GIVEN THAT, following the passing of the ExtraordinaryResolution and amendment of the Trust Deed, and pursuant to the amended termsand conditions of the Stock, the Company is exercising the Issuer Callimmediately and all outstanding Stock will be redeemed on Wednesday, 15 November2006 (the "Early Redemption Date") at the Early Redemption Amount together withAccrued Interest. In addition, payment of any Voting Only Early SubmissionAmount, as applicable, will be settled on the Early Redemption Date on the termsset out in the Tender Offer Memorandum. UBS Limited has been appointed ascalculation agent for the purpose of determining the Early Redemption Amount. As detailed in the Tender Offer Memorandum, the amounts that will be paid by theCompany for Stock so redeemed will be the same as the amounts payable by theCompany for equal nominal amounts of Stock repurchased at the Repurchase Pricepursuant to the Offer (including in each case the amounts payable in respect ofany applicable Early Tender Premium or Voting Only Early Submission Amount, asthe case may be, and Accrued Interest). The Early Redemption Date will also bethe Settlement Date for the Offer, which is the date on which Sterling chequesfor (i) the amount payable to each relevant Stockholder for Stock repurchased atthe Repurchase Price pursuant to the Offer, any Early Tender Premium (ifapplicable) and Accrued Interest or, as the case may be, (ii) the EarlyRedemption Amount, any Voting Only Early Submission Amount (if applicable) andAccrued Interest, will be posted by the Registrar to Stockholders. For the purposes of the early redemption of the outstanding Stock, the Companywill not be requiring the delivery of the certificate or certificates relatingto the Stock to be so redeemed. However, all certificates relating to suchStock shall be deemed to be cancelled from the redemption of such Stock on theEarly 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 conditionscontained in the Tender Offer Memorandum. This announcement should be read inconjunction with the Tender Offer Memorandum. Terms used in this announcementand not otherwise defined have the meanings given in the Tender Offer Memorandumand/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: LiabilityManagement Group, Tel: +44 20 7568 3118. The Registrar: Lloyds TSB Registrars at The Causeway, Worthing, West Sussex BN99 6ZL, Tel: 0870609 2158 (UK Stockholders only)/+44 1903 276 342 (overseas Stockholders only). A copy of the Tender Offer Memorandum is available for inspection at theDocument Viewing Facility of the Financial Services Authority, 25 The NorthColonnade, London E14 5HS. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Derwent London