31st Jan 2007 12:01
London Merchant Securities PLC31 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 31 January 2007London Merchant Securities plc Recommended merger of London Merchant Securities plc and Derwent Valley Holdings plc Reduction of Capital Confirmed by Court The Board of London Merchant Securities plc ("LMS") is pleased to announce thatthe reduction of capital comprised within the Scheme has been confirmed by theHigh Court. The Scheme is expected to become effective on registration of anoffice copy of the relevant Court order by the Registrar of Companies before7.30 a.m. tomorrow, 1 February 2007. The listing of the ordinary shares of LMS on the Official List, which wassuspended with effect from 7.30 a.m. today, is expected to be cancelled, atLMS's request, with effect from the commencement of business on 1 February 2007. The Partial Cash Alternative closed at 3.00 p.m. on Tuesday, 30 January 2007. Atthat time, Scheme Shareholders had elected to receive cash under the PartialCash Alternative in respect of 15,952,332 LMS Shares, representing approximately4.83 per cent. of the issued ordinary share capital of LMS and consequentlyelections under the Partial Cash Alternative will be satisfied in full. The Loan Note Option closed at 3.00 p.m. on Tuesday, 30 January 2007. At thattime, out of the valid elections under the Partial Cash Alternative validelections for the Loan Note Option were received for £32,466,884 in nominalvalue of Loan Notes. Accordingly, LMS Shareholders who validly elected for LoanNotes will receive Loan Notes in accordance with the terms of the Scheme. In respect of LMS Shares for which no valid election under the Partial CashAlternative and Loan Note Option has been made, Scheme Shareholders will receivethe All Share Terms of 10 New Derwent Shares for every 67 LMS Shares. Fractions of New Derwent Shares will not be allotted, but will be aggregated andsold in the market and the net proceeds of such sales will be paid in cash tosuch Scheme Shareholders entitled thereto in accordance with their fractionalentitlements. Any cash consideration due to holders of LMS Shares held in uncertificated formwill be paid via CREST, and any cheques in respect of any cash consideration dueto holders of LMS Shares held in certificated form will be despatched no laterthan 15 February 2007. Certificates for Loan Notes will be despatched to thoseLMS Shareholders who have validly elected for the Loan Note Option by no laterthan 15 February 2007. The New Derwent Shares are expected to be issued and admitted to listing on theOfficial List and trading on the London Stock Exchange's main market at 8.00a.m. on 1 February 2007. Capitalised terms used in this announcement have the same meaning as in theScheme Document addressed to LMS Shareholders and dated 12 December 2006. Enquiries: N M Rothschild (lead financial adviser to LMS) 020 7280 5000 Alex MidgenDuncan Wilmer JPMorgan Cazenove (joint financial adviser and broker to LMS) 020 7588 2828 Michael Wentworth-StanleyRichard CottonBronson Albery 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. Theannouncement 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 dispatched. 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 on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Derwent or LMS, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Derwent or LMS, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the 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 (London time) on theLondon business 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 Takeover Panel's website atwww.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 Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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