15th Jan 2010 18:03
HMV Group plc
For immediate release
15 January 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
BY
HMV GROUP PLC
FOR
MAMA GROUP PLC
Posting of Offer Documentation
Further to the announcement made on 23 December 2009, HMV Group plc ("HMV") announces that the document containing the full terms and conditions of the Offer being made by HMV (the "Offer Document") has been posted to MAMA Shareholders today, together with the Form of Acceptance.
The first closing date of the Offer is 3.00 p.m. on 5 February 2010.
HMV is currently interested in 79,750,000 MAMA Shares, representing 9.9 per cent. of MAMA's existing issued share capital. In addition, HMV has received irrevocable undertakings to accept the Offer from the Directors of MAMA (other than Christopher Pennie who does not hold any MAMA Shares) in respect of their own entire beneficial holdings amounting to, in aggregate, 71,720,270 MAMA Shares (representing approximately 8.9 per cent. of the issued share capital of MAMA). Certain other shareholders of MAMA have entered into irrevocable undertakings to accept the Offer in respect of 121,494,126 MAMA Shares beneficially owned by them, representing approximately 15 per cent. of the issued share capital of MAMA. Further information on the irrevocable undertakings described above is available in paragraph 6 of Part 1 of the Offer Document.
If you hold your MAMA Shares, or any of them, in certificated form (that is, not in CREST), to accept the Offer in respect of those MAMA Shares you should complete, sign and return the Form of Acceptance, accompanied by valid share certificates or other documents of title, as soon as possible and, in any event, so as to be received by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 3.00 p.m. on 5 February 2010.
If you hold your MAMA Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those MAMA Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, no later than 3.00 p.m. on 5 February 2010. If you hold MAMA Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST.
Terms defined in the Offer Document shall have the same meanings in this announcement.
A copy of the Offer Document will be available for inspection at the offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS and also on HMV's website at www.hmv.com/investors/.
Enquiries
HMV Group plc Telephone: 01628 818 300
Paul Barker
Nomura (financial adviser and broker to HMV) Telephone: 020 7102 1000
Aidan Clegg
Peter Bell
Ed Matthews (Corporate Broking)
Citi (broker to HMV) Telephone: 020 7986 4000
Andrew Seaton
Brunswick (public relations adviser to HMV) Telephone: 020 7404 5959
Susan Gilchrist
Laura Cummings
Saadia Saeed
This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.
Nomura, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and broker to HMV and no one else in connection with the contents of this announcement and the Offer and will not be responsible to any person other than HMV for providing the protections afforded to clients of Nomura, nor for providing advice in relation to the Offer or any matters referred to herein.
Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as broker exclusively for HMV and no one else in connection with the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than HMV for providing the protections afforded to clients of Citi nor for providing advice in relation to the matters described in this announcement.
The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities exchange of, the United States, Australia or Japan and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Australia or Japan. Accordingly, neither this announcement, the Offer Document nor the Form of Acceptance is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. All MAMA Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement, the Offer Document and/or the Form of Acceptance to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
The Offer is capable of acceptance only by persons outside the United States. Offering materials with respect to this Offer are not to be, and may not be, distributed in or sent to the United States and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States. Any tenders received from persons resident in the United States or with United States mailing addresses will be rejected.
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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 one per cent. or more of any class of "relevant securities" of MAMA, all "dealings" in any "relevant securities" of MAMA (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") 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. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding (whether formal or informal) to acquire an "interest" in "relevant securities" of MAMA, they will be deemed to be a single person for the purposes of Rule 8.3. |
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Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of MAMA by HMV or MAMA, or by any of their respective "associates" must also be publicly disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. |
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A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. |
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"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. |
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Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. |
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If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +4420 76380129; fax +4420 72367013. |
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