3rd Jul 2006 07:01
HMV Group PLC03 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 3 July 2006 RECOMMENDED CASH OFFER by HMV GROUP PLC (acting through its wholly-owned subsidiary Waterstone's Booksellers Limited) to acquire the Ordinary Shares of 5 pence each of OTTAKAR'S PLC not already owned by HMV Group plc OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 1. Offer declared unconditional in all respects HMV Group, being the holder of and having received acceptances in respect ofOttakar's Shares representing in aggregate more than 50 per cent. of theexisting issued ordinary share capital of Ottakar's, has waived the 90 per cent.acceptance threshold and is treating the acceptance condition as satisfied. Assuch, all the conditions of the Offer have now been satisfied and / or waived.Accordingly, the Offer has been declared unconditional in all respects and willremain open for acceptance until further notice. 2. Level of acceptances As at 1.00 p.m. (London time) on 30 June 2006, the First Closing Date of theOffer, HMV Group in total owned or had received valid acceptances in respect of17,463,733 Ottakar's Shares representing approximately 79.2 per cent. ofOttakar's issued share capital. As at 1.00 p.m. (London time) on 30 June 2006, valid acceptances had beenreceived in respect of 15,273,114 Ottakar's Shares, representing approximately69.3 per cent. of Ottakar's issued ordinary share capital. Valid elections forthe Loan Note Alternative had been received in respect of 262,567 Ottakar'sShares, representing approximately 1.2 per cent. of the entire issued sharecapital of Ottakar's. During the Offer Period and prior to the announcement of the Offer on 31 May2006, HMV Group received undertakings and a letter of intent to accept the Offerin respect of a total of 6,852,488 Ottakar's Shares, representing approximately31.1 per cent. of the issued share capital of Ottakar's. Valid acceptances ofthe Offer have been received in respect of 6,829,423 of these Ottakar's Shares,representing approximately 31.0 per cent. of Ottakar's issued share capital. Asat 1.00 p.m. (London time) on 30 June 2006: • valid acceptances had been received pursuant to the undertakings to accept the Offer from the Ottakar's Directors, in respect of 3,344,231 of Ottakar's Shares, representing approximately 15.2 per cent. of Ottakar's entire issued share capital; and • a valid acceptance had been received pursuant to the letter of intent to accept the Offer from Morley Fund Management Limited, in its capacity as discretionary fund manager, in respect of 3,485,192 of Ottakar's Shares, representing approximately 15.8 per cent. of Ottakar's entire issued share capital. As at 30 June 2006, HMV Group holds 2,190,619 Ottakar's Shares representingapproximately 9.9 per cent. of Ottakar's issued share capital. Neither HMV Group nor any person acting or deemed to be acting in concert withHMV Group held any Ottakar's Shares immediately prior to the commencement of theOffer Period and neither HMV Group nor any person acting or deemed to be actingin concert with HMV Group has acquired or agreed to acquire any Ottakar's Shares(or rights over Ottakar's Shares) during the Offer Period (save as disclosedabove and in the document dated 9 June 2006 pursuant to which the Offer was made(the "Offer Document")). 3. Consideration The consideration will be despatched by first class post on or before 17 July2006 to Ottakar's Shareholders who have validly accepted the Offer on or beforethe date of this announcement. Thereafter, consideration will be despatched toOttakar's Shareholders who validly accept the Offer within 14 days of receipt ofan acceptance valid in all respects. As valid elections received for the Loan Note Alternative amounted to less than£1 million in aggregate nominal value of Loan Notes, the minimum level ofelections required under the terms of the Offer, no Loan Notes will be issued.Any Ottakar's shareholder validly electing for the Loan Note Alternative willtherefore receive cash in accordance with the terms of the Offer. 4. Delisting and Compulsory Acquisition Application will be made to the Financial Services Authority for thecancellation of the listing of Ottakar's Shares on the Official List and to theLondon Stock Exchange for the cancellation of the admission to trading ofOttakar's Shares on its market for listed securities, with each expected to takeeffect from 31 July 2006, being 20 Business Days following the date of thisannouncement. In addition, if sufficient acceptances are received, HMV Group intends in duecourse to exercise its rights pursuant to Schedule 2 of The Takeovers Directive(Interim Implementation) Regulations 2006 to acquire compulsorily anyoutstanding Ottakar's Shares to which the Offer relates on the same terms as theOffer. Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible. Terms used in this announcement shall have the meaning given to them in theOffer Document. ENQUIRIES HMV GroupAlan Giles Tel: + 44 (0) 1628 818 355Neil BrightPaul Barker UBS Investment Bank (financial adviser and joint broker to HMV Group)Aidan Clegg Tel: +44 (0) 20 7567 8000Scilla Grimble This announcement does not constitute or form part of an offer to sell or thesolicitation of an offer to subscribe for or buy any security, nor is it asolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issuance or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. The Offer is made solely bymeans of the Offer Document and the Form of Acceptance, which contain the fullterms and conditions of the Offer, including details of how it may be accepted. UBS is acting exclusively for HMV Group and no one else in connection with theOffer and will not be responsible to anyone other than HMV Group for providingthe protections afforded to clients of UBS nor for providing advice in relationto the Offer, the content of this announcement or any other matter referred toherein. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. The Offer, including the Loan Note Alternative, (unless otherwise determined byHMV Group and permitted by applicable law and regulation), will not be made,directly or indirectly, in or into, or by the use of mails or any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facility of anational, state or other securities exchange of, Australia, Canada, Japan or theUnited States and the Offer will not be capable of acceptance by any such use,means, instrumentality or facilities. Copies of this announcement and any formaldocumentation relating to the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom Australia, Canada, Japan or the United States and will not be capable ofacceptance by any such use, instrumentality or facility within Australia,Canada, Japan or the United States and persons seeking such documents (includingcustodians, nominees and trustees) must not mail or otherwise forward,distribute or send it in or into or from Australia, Canada, Japan or the UnitedStates. The ability of Ottakar's Shareholders who are not resident in the United Kingdomto accept the Offer may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable requirements. The Loan Notes that may be issued pursuant to the Loan Note Alternative will notbe transferable and have not been and will not be listed on any stock exchangeand have not been, and will not be, registered under the US Securities Act orunder the securities laws of any jurisdiction of the United States nor have therelevant clearances been, nor will they be, nor have any steps been taken, norwill any steps be taken, to enable the Loan Notes to be offered in compliancewith applicable securities laws of Canada, Australia or Japan (or any provinceor territory thereof, if applicable) or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws in such jurisdiction. Accordingly,the Loan Notes may not be offered, sold, resold or delivered, directly orindirectly, in, into or from the United States (or to US Persons, as defined inRule 902 of Regulation S under the US Securities Act), Canada, Australia orJapan (or to any residents thereof) or any other jurisdiction (or to residentsin that jurisdiction) if to do so would constitute a violation of the relevantlaws in such jurisdiction. Neither the US Securities and Exchange Commission norany US state securities commission has approved or disapproved of the LoanNotes, or determined if this document is accurate or complete. Anyrepresentation to the contrary is a criminal offence. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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