29th Jan 2007 14:33
London Merchant Securities PLC29 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN London Merchant Securities plc29 January 2007 Recommended merger of London Merchant Securities plc and Derwent Valley Holdings plc Scheme Sanctioned The Board of London Merchant Securities plc ("LMS") announces that the HighCourt of Justice today sanctioned the scheme of arrangement (the "Scheme") toeffect the merger of LMS and Derwent Valley Holdings plc ("Derwent"). The Schemeand its implementation were approved by LMS Shareholders on 10 January 2007. LMSShareholders who wish to make an election under the Partial Cash Alternative orLoan Note Option must complete and return the required form of election toCapita Registrars so as to arrive by 3.00 p.m. on 30 January 2007. LMS expects to deliver an office copy of the Court order sanctioning the Schemeto the Registrar of Companies on 30 January 2007 and the ordinary shares held bythe Scheme Shareholders at the Reorganisation Record Time will be sub-dividedand reclassified (the "Share Reclassification"). The Reorganisation Record Timeis expected to be at 5 p.m. on 30 January 2007. In order to ensure an orderly Share Reclassification and reduction of capital,it is expected that the Financial Services Authority, at LMS's request, willsuspend the listing, and the London Stock Exchange will suspend the trading, ofLMS's ordinary shares at 7.30 a.m. on 31 January 2007. The Merger remains conditional, inter alia, upon the Financial ServicesAuthority agreeing to admit the New Derwent Shares to the Official List, theconfirmation of the reduction of capital comprised within the Scheme by theCourt (which LMS expects to seek on 31 January 2007) and an office copy of theCourt order relating to the reduction of capital being delivered to, andregistered by, the Registrar of Companies (which is expected to take place earlyon 1 February 2007). The Effective Date of the Scheme is expected to be 1February 2007 and dealings for normal settlement of the New Derwent Shares areexpected to commence at 8 a.m. on 1 February 2007 and the listing and trading ofthe LMS Shares on the Official List and the London Stock Exchange's main marketis expected to be cancelled on 1 February 2007. In consideration for the cancellation of their shareholdings LMS Shareholders onLMS's share register at the Reorganisation Record Time will receive 10 NewDerwent Shares for every 67 LMS Shares held and/or cash and/or Loan Notes underthe Partial Cash Alternative and Loan Note Option in accordance with validelections made by them. Any cash consideration due to holders of LMS Shares heldin uncertificated form will be paid via CREST, and any cheques in respect of anycash consideration due to holders of LMS Shares held in certificated form willbe despatched no later than 15 February 2007 (within 14 days of the EffectiveDate). Certificates for Loan Notes will be despatched to those LMS Shareholderswho have validly elected for the Loan Note Option by no later than 15 February2007. 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