Not for release, distribution or publication in whole or in part in or into the
United States, Canada, Japan or Australia
19 November 2002
EMI Group plc ("EMI") proposed disposal of shares
in HMV Group plc ("HMV")
EMI today announces that it has entered into arrangements to dispose of its
58,378,476 ordinary shares in HMV (representing approximately 14.5 per cent of
HMV's issued ordinary share capital) with UBS Warburg and Schroder Salomon
Smith Barney ("SSSB"), who will seek to place the shares with institutional
The cash proceeds will, in due course, contribute towards the cost of funding
EMI's acquisition of the remaining 50 per cent interest in the Jobete music
publishing catalogue that it does not already own, and in the interim period
will be used to reduce debt outstanding. The Jobete transaction is due to be
completed by late January 2003.
Eric Nicoli, who is the non-executive chairman of HMV as well as the executive
chairman of EMI, has abstained from voting, and has not been involved in any of
the EMI board's discussions, in relation to the disposal.
The closing mid-market price of an ordinary share in HMV on 18 November 2002
was 124.5 pence.
A further announcement will be made once the results of the disposal are known.
Commenting on the disposal, Roger Faxon, Group Chief Financial Officer of EMI,
"HMV has been an excellent investment for us. However our remaining stake was
not a core holding and now is an opportune time for us to dispose of our
shares. We wish HMV well for the future.
We look forward to completing the purchase of the remaining 50 per cent of the
Jobete catalogue, which will give us full ownership of this superb asset."
EMI UBS Warburg SSSB
Roger Faxon James Renwick Michael Lavelle
Amanda Conroy Tim Waddell Gareth Lake
+44 207 667 3216 +44 207 567 8000 +44 207 986 4000
Each of UBS AG, acting through its business group UBS Warburg, and SSSB is
acting for EMI Group plc in connection with the disposal and no one else and
will not be responsible to anyone other than EMI for providing the protections
offered to clients, respectively, of UBS Warburg and SSSB nor for providing
advice in relation to the above transaction.
Affiliates of UBS AG and SSSB are lenders to EMI under the facilities referred
This announcement is not an offer of securities for sale in the United States.
The securities may not be offered or sold in the United States absent
registration or an exemption from registration. No public offering of
securities will be made in the United States.
The making of an offer in, or to persons who are residents or citizens of,
certain overseas jurisdictions ("Foreign Investors") may be restricted by the
laws of such jurisdictions. Foreign Investors should inform themselves about
and observe any such applicable legal requirements in their respective
This announcement does not constitute an offer to sell, or constitute the
solicitation of an offer, in any jurisdiction in which such offer is unlawful.
This announcement does not constitute a recommendation regarding the above
transaction. The value of an investment may go down as well as up. Potential
investors should seek advice from an independent financial adviser as to the
suitability of the transaction for the individual concerned.
This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to purchase or subscribe for,
securities and any subscription for or purchase of, or application for, shares
This announcement and the information contained herein are not for publication,
distribution or release in, or into, the United States, Canada, Australia or