1st Feb 2007 08:00
Derwent London PLC01 February 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Derwent London plc1 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 ofDerwent Valley Holdings plc (the "Company" or "Derwent") with London MerchantSecurities plc ("LMS") (the "Merger") has now become Effective in accordancewith its terms and the Merger has been completed. Accordingly, dealings in LMSShares on the London Stock Exchange have been cancelled and the LMS Sharesdelisted. Elections in respect of a total of £44,666,529.60 were received pursuant to thePartial Cash Alternative made available to LMS Shareholders under the terms ofthe Merger. Of this, £32,466,884 of elections were made for the Loan NoteOption. Accordingly, the Company will pay a total of £12,199,645.60 in cash andissue £32,466,884 of Loan Notes to LMS Shareholders. LMS Shareholders electingto receive cash or Loan Notes (including those electing to receive cash or LoanNotes in respect of more than 20 per cent. of their shareholdings) will receivethe full amount they elected to receive. The balance of the consideration was satisfied by the issue of 46,910,232 NewDerwent Shares, which were admitted to the Official List of the UK ListingAuthority 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 DerwentLondon 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 isproposing to pay a second interim dividend of 10.525 pence per Derwent Share on23 February 2007 to Derwent Shareholders on its register of members on 26January 2007. The conditions to the payment of this second interim dividendhave now been satisfied. This second interim dividend replaces the final dividend Derwent would otherwisehave paid in respect of the year ended 31 December 2006, which, as previouslyannounced, would only have been payable on existing Derwent Shares and not NewDerwent Shares issued to LMS Shareholders under the Merger. Board changes In accordance with the Merger documentation, the board of directors of theCompany announces that Robert Rayne, Nicholas Friedlos, June de Moller andDonald Newell have been appointed as directors of the Company. Robert Raynewill become the Chairman of the board of directors. Terms defined in the prospectus issued by the Company dated 12 December 2006have the same meaning in this announcement. Enquiries: Derwent London plc +44 (0)20 7659 3000John BurnsChristopher Odom UBS Limited (financial adviser and broker to Derwent) +44 (0)20 7567 8000Liam BeereTim Guest Financial Dynamics (public relations adviser to Derwent) +44 (0)20 7831 3113Stephanie HighettDido Laurimore UBS Limited is acting exclusively for Derwent and no one else in connection withthe Merger and will not be responsible to anyone other than Derwent forproviding the protections afforded to the clients of UBS Limited nor forproviding advice in relation to the Merger or any other matter referred toherein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the information disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside of England. This announcement does not constitute anoffer to sell or invitation to purchase any securities or the solicitation ofany vote or approval in any jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Derwent London