12th Dec 2006 12:45
Derwent Valley Holdings PLC12 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Derwent Valley Holdings plcLondon Merchant Securities plc 12 December 2006 PUBLICATION OF SHAREHOLDER DOCUMENTS On 14 November 2006, Derwent Valley Holdings plc ("Derwent") and London MerchantSecurities plc ("LMS") announced that they had reached agreement on the finalterms of a recommended share for share merger of Derwent and LMS (the "Transaction"). It is proposed that the Transaction will be effected by means ofa scheme of arrangement under section 425 of the Companies Act 1985 (the "Scheme"). Further to that announcement, Derwent and LMS announce that the documentationrelating to the Transaction will be posted today. LMS Shareholders willreceive, amongst other documents, the Scheme Document published by LMS inconnection with the Scheme, together with a Prospectus published by Derwent inconnection with the New Derwent Shares being offered pursuant to theTransaction. Derwent Shareholders will receive, amongst other documents, theDerwent Shareholder Circular in relation to the Transaction, together with acopy of the Prospectus. As set out in the documentation, the Derwent Extraordinary General Meeting willbe held to allow the Derwent Shareholders to vote on the resolution required toapprove and implement the Transaction, and two shareholder meetings, namely theScheme Meeting and the LMS Extraordinary General Meeting, will be held to allowthe LMS Shareholders to vote on the proposed resolutions required to implementthe 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 2007Extraordinary 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 2007General 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 2007disablement 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 2007Derwent Shares Copies of the Scheme Document, the Derwent Shareholder Circular and theProspectus have been submitted to the UK Listing Authority and will shortly beavailable for inspection by the public during normal business hours any weekday(public holidays excepted) at the UK Listing Authority's Document ViewingFacility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HSTel: +44 (0)20 7676 1000 Copies of the Derwent Shareholder Circular, the Scheme Document and theProspectus will shortly be available for inspection by Derwent Shareholders atthe offices of Derwent Valley Holdings plc, 25 Savile Row, London, W1S 2ERduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted). Copies of the Shareholder Circular, the Scheme Document andthe 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 LMSShareholders at the offices of London Merchant Securities plc, Carlton House, 33Robert Adam Street, London, W1U 3HR during normal business hours on any weekday(Saturdays, Sundays and public holidays excepted). Copies of the SchemeDocument are available for inspection at the offices of Clifford Chance LLP, 10Upper 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, ifpermitted, waiver of the conditions to the Transaction set out in the SchemeDocument, including, amongst other things, the approval of the Transaction bythe requisite majorities of Derwent Shareholders and LMS Shareholders at therelevant 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 3000John BurnsSimon SilverChristopher 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 LMS London Merchant Securities plc +44 (0)20 7935 3555Robbie RayneNick FriedlosMartin Pexton N M Rothschild & Sons Limited (lead financial adviser to LMS)+44 (0)20 7280 5000Alex MidgenDuncan Wilmer JPMorgan Cazenove (joint financial adviser and broker to LMS)+44 (0)20 7588 2828Michael Wentworth-StanleyRichard CottonBronson Albery Brunswick (public relations adviser to LMS) +44 (0)20 7404 5959Simon SporborgNina Coad UBS Limited is acting exclusively for Derwent and no one else in connection withthe Transaction 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 Transaction or any other matter referred toherein. N M Rothschild & Sons Limited is acting exclusively for LMS in connection withthe Transaction and will not be responsible to anyone other than LMS forproviding the protections afforded to the clients of N M Rothschild & SonsLimited nor for providing advice in relation to the Transaction or any othermatter referred to herein. JPMorgan Cazenove is acting exclusively for LMS in connection with theTransaction and will not be responsible to anyone other than LMS for providingthe protections afforded to the clients of JPMorgan Cazenove nor for providingadvice in relation to the Transaction or any other matter referred to herein. 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 City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside of England. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote or approval in any jurisdiction.LMS Shareholders are advised to read carefully the formal documentation inrelation to the Transaction once it has been despatched. In particular, this announcement is not an offer of securities for sale in theUS 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 underthe securities law of any state, district or other jurisdiction of the US,Australia, Canada or Japan and no regulatory clearance in respect of the NewDerwent Shares and Loan Notes has been, or will be, applied for in anyjurisdiction other than the UK. It is expected that the New Derwent Shares willbe issued in reliance upon the exemption from the registration requirements ofthe 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 "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. on the London business day following thedate of the relevant transaction. This requirement will continue until theEffective Date or until the date on which the Scheme lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends (or, if Derwent electsto effect the Transaction by way of a takeover offer, until the date on whichthe offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends). If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Derwentor 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 "relevantsecurities" 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 Londonbusiness day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired 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 ExchangeRelated Shares:
Derwent London