NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA, ITALY OR JAPAN. THIS RELEASE IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN ADVERTISEMENT OF AN OFFER OF
SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
EMI SUCCESSFULLY COMPLETES CONVERTIBLE BOND OFFERING
LONDON 11th September 2003: EMI Group plc ("EMI") announces the successful
issue of US$243 million Guaranteed Convertible Bonds due 2010 (the "Bonds").
The issue was significantly oversubscribed and EMI has achieved the tightest
terms relative to the initial pricing range, with a conversion premium at the
top of the range and a coupon at the bottom of the range. Additionally the
reference price was at a premium to yesterday's closing share price.
The Bonds will be issued by EMI Group Finance (Jersey) Limited and guaranteed
by EMI and Capitol Records, Inc. They will be convertible into new EMI
ordinary shares (the "Shares"). The Bonds will be issued at par. The coupon
on the Bonds will be 5.25% payable semi-annually and the conversion price will
be 193.38p, a premium of 40% to the reference price. Settlement is expected on
or about 2 October 2003. Applications will be made for the bonds to be
admitted to the Official List of the UK Listing Authority and to trading on the
London Stock Exchange's market for listed securities.
Roger Faxon, Chief Financial Officer of EMI, stated:
"We are very pleased with the market's reception of our convertible bond
offering, which was significantly oversubscribed. This is a great result that
recognises the value being created at EMI. Today's bond issue allows us to
reposition existing debt, diversify our sources of capital, and lengthen the
maturity of our debt."
BNP Paribas, HSBC and JPMorgan are Joint Lead Managers and Joint Bookrunners to
the offering. Cazenove and UBS are Co-managers.
EMI Group plc
Claudia Palmer, Head of Investor Relations, tel: 020 7795 7635
Amanda Conroy, Senior VP, Corporate Communications, tel: 020 7795 7529
Bertrand Lussigny, Equity Syndicate Desk, tel: 020 7595 8640
Simon Piney, Managing Director, ECM Global Head, tel: 020 7595 4565
Peter Harrison, Managing Director, tel:020 7991 5189
Tim Elliott, Managing Director, tel: 020 7325 4996
Ian Hannam, Chairman ECDM, tel: 020 7325 1168
Arjun Khullar, Vice President ECDM, tel: 020 7325 1675
Cazenove (Financial Adviser to EMI)
Francis Burkitt, Director, tel: 020 7155 8855
Mark Dalton, tel: 020 7568 2101
Any investment decision in respect of the Bonds should be based on the listing
particulars to be published by EMI in due course. Members of the general
public will not be eligible to take part in the Bond offering. This
announcement, in so far as it constitutes an invitation or inducement to
participate in the Bond offering, is directed exclusively at persons who have
professional experience in matters relating to investments who fall within
Article 19(5) (Investment Professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2001 (as amended) ("the Order") or are
persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc) of the Order (all such persons together being
referred to as "relevant persons"). This announcement, in so far as it
constitutes an invitation or inducement to participate in the offering, must
not be acted on or relied on by persons who are not relevant persons.
Stabilisation / FSA.
Neither the Bonds nor the Shares have been, or will be, registered under the US
Securities Act of 1933, as amended, or with any securities regulatory authority
of any state or other jurisdiction of the United States and, accordingly, may
not be offered or sold within the United States or to US persons (as defined in
Regulation S), except pursuant to an exemption from, or a transaction not
subject to, registration under the US Securities Act of 1933, as amended. No
regulatory authority has passed upon or endorsed the merits of the offering of
the Bonds or the Shares or any document in relation thereto. Any
representation to the contrary is a criminal offence in the United States.
Neither this announcement nor any copy of it is for distribution, directly or
indirectly, in or into the United States or to any US person (as defined in
Regulation S) or into Canada, Australia, Italy or Japan. Any failure to comply
with this restriction may constitute a violation of Canadian, Australian,
Italian or Japanese securities laws.