DHP Darwen

    RNS Number : 5023Y
  Darwen Holdings PLC
  07 July 2008
   

    Darwen Holdings plc
    (the "Company")

    Further re Acquisition Update

    Since the publication of the Company's Admission Document and announcement on 20 June 2008, the Existing Directors and the Proposed
Director (the "Directors") have noted the recent decline in the Company's share price and know of no reason within the business for the
decline.  

    Noting the Company's share price and stock market conditions more broadly, the Directors have decided to amend the terms of the Placing
so that the revised placing price is 30 pence per Ordinary Share. Details of the Placing (as amended) and the terms of certain other
material contracts varied since the date of the Admission Document can be found in the supplementary admission document ("Supplementary
Admission Document") which will today be posted to shareholders. The details of the Placing (as amended) are set out below:

    Details of the Placing
    The Placing now comprises the placing of 53,333,333 Placing Shares by the Company at the revised Placing Price to raise gross proceeds
of �16 million.  In addition, 5,833,333 Consideration Shares will be issued at the revised Placing Price in respect of the Acquisition.  
    As part of the Placing, Roy Stanley has subscribed for 2,000,000 shares, Andrew Brian has subscribed for 166,667 shares and Michael Dunn
has subscribed for 33,333 shares.
    The increased number of Placing Shares will represent approximately 49.2 per cent. of the Enlarged Share Capital immediately following
Admission.
    On Admission, at the revised Placing Price, the Company will have a market capitalisation of approximately �33.1 million.

    Save as disclosed in the Supplementary Admission Document, there have been no significant changes affecting any matter contained in the
Admission Document and no significant new matter has arisen, the inclusion of information in respect of which would have been required to be
included in the Admission Document if it had arisen at the time of its preparation.

    Commenting on today's news, Chief Executive Andrew Brian said: 
    "The current capital market climate is extraordinary, and we are keen to ensure a strong long-term partnership with our investors, so we
are revising the terms of the Placing in response to recent conditions. 
 
"The acquisition of Optare remains a transformational deal for the Group and the outlook for the business is strong, particularly given the
favourable macro-climate for the public transport industry and the operational progress achieved within the Group to date. The Directors'
personal investment in the Placing reinforces our confidence in the future success of the business."

    For further information, please contact:

 Darwen Holdings plc                       +44 (0) 1254 504150
 Andrew Brian

 Cenkos Securities plc (Nomad and broker)  +44 (0) 20 7397 8900
 Stephen Keys/Camilla Hume    

 MC2 (Financial PR)                        +44 (0) 161 236 1352
 Sarah Lindgreen/Lauren Jones








    REVISED PLACING STATISTICS

 Number of Existing Ordinary Shares                                 49,293,145
 Number of Placing Shares                                           53,333,333
 Placing Price Per new Ordinary Share                                 30 pence
 Number of Consideration Shares                                      5,833,333
 Estimated Gross Proceeds of the Placing receivable by the         �16 million
 Company
 Estimated net proceeds of the Placing receivable by the           �14,973,000
 Company
 Market capitalisation of the Company at the Placing Price at    �33.1 million
 Admission
 Percentage of Enlarged Share Capital represented by the                 48.2%
 Placing Shares
 Percentage of Enlarged Share Capital represented by the                  5.3%
 Consideration Shares



    EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                          2008

 Record date                                                           20 June

 Latest time and date for receipt of Forms of Proxy for the            11 July
 General Meeting

 General Meeting                                              11 am on 14 July

 Admission and commencement of dealings in New Ordinary                15 July
 Shares on AIM

 Where applicable, expected dates for CREST accounts to be             15 July
 credited in respect of the New Ordinary Shares

 Where applicable, expected date of dispatch of definitive             22 July
 share certificates for New Ordinary Shares by



                     



This information is provided by RNS
The company news service from the London Stock Exchange
 
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