ASX ANNOUNCEMENT - USC and DVT Agree to Merge

13 June 2002

The Boards of Utility Services Corporation Limited (''USC'')
and DVT Holdings Limited (''DVT'') have announced plans to merge
the two companies.


Features of the merged company would include:

¨ A cohesive strategy in technology solutions for the utilities market
and e-business;

¨ A strong management team;

¨ Budgeted annual turnover in excess of $150 million;

¨ Strong profitability;

¨ Cash and convertible notes in excess of $40 million;

¨ No bank debt;

¨ Expected dividends of at least 4 cents per share per annum (post
reconstruction);

¨ Approximately 125 million shares on issue (post reconstruction);

¨ Market capitalisation of over $80 million based on current pricing.


The boards of USC and DVT expect a re-rating of the merged entities based
on increased scale, underlying earnings per share, asset backing and yield.


The Businesses of DVT and USC

Attachment A to this announcement provides a fuller understanding of the
operations of each company. Further information can be obtained on the
companies' web sites at:


www.dvtholdings.com.au

www.utlityservices.com.au


How the merger will be effected

USC shareholders will be offered 18.6 DVT shares in exchange for each
USC share. This translates to 67-72 cents for each USC share based on
recent DVT share prices