20 February 2007
EMI GROUP plc
Further to recent press speculation, EMI Group plc ("EMI" or the "Company")
confirms that it has received an approach from Warner Music Group. There is,
however, no proposal currently for the EMI Board to consider. There can be no
certainty that this approach will lead to any proposal or offer being made for
the Company. If a proposal is made, it will be considered with a particular
focus on conditionality, the regulatory and operational risk profile, and on
valuation in relation to the Company's stand alone value and the value creation
available from a combination.
Further announcements will be made if and when required.
EMI Group plc
Amanda Conroy Corporate Communications +44 20 7795 7529
Susie Bell Investor Relations +44 20 7795 7971
Pippa Strong Investor Relations +44 20 7795 7681
Brunswick Group LLP
Patrick Handley +44 20 7404 5959
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Warner Music Group Corp. ("Warner Music
Group") or of the Company, all "dealings" in any "relevant securities" of that
company (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lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Warner Music Group or the Company, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Warner Music Group or of the Company by Warner Music Group or
the Company, or by any of their respective "associates", must be disclosed by
no later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction.
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 Takeover Panel's website at
"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.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.