London, 2 March 2007
EMI Group plc
EMI Group plc ("EMI" or the "Company") announces that it has received a
non-binding proposal from Warner Music Group ("WMG") indicating that WMG might
be prepared to make an offer, pre-conditional on regulatory clearance, of 260
pence per share in cash for EMI, subject to numerous assumptions and
At a regular Board meeting of EMI held earlier today, WMG's proposal was
considered by the Board which concluded that it is not in the best interests of
EMI shareholders to entertain a pre-conditional offer which would entail
prolonged regulatory uncertainty and unacceptable operational risk at a
critical time for the Company. The Board also regards a price of 260 pence per
share as inadequate, having regard to the stand-alone value of EMI, the
synergies available from a combination with WMG and the risks identified above.
There can be no certainty that the approach by WMG will lead to an offer being
made for the Company or as to the terms on which any offer might be made. As
required by The Takeover Code, EMI confirms that this announcement is not being
made with the agreement or approval of WMG.
EMI remains focused on maximising the performance of the business including
implementation of the restructuring programme announced on 12 January 2007.
EMI Group plc
Amanda Conroy Corporate Communications +44 20 7795 7529
Pippa Strong Investor Relations +44 20 7795 7681
Brunswick Group LLP
Patrick Handley +44 20 7404 5959
The Directors of EMI Group plc accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
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 the Company, all "dealings" in any
"relevant securities" of the 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 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 the Company by WMG 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.