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Monday 21 May, 2007

Terra Firma Invest

Recommended Cash Offer

Terra Firma Investments (GP) 2 Ltd
21 May 2007

                                                           FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

                                                                     21 May 2007



                              Recommended cash offer

                                       for

                                   EMI Group plc
     
                                        by

                                   Maltby Limited

     a company formed at the direction of Terra Firma

Summary

•         The board of directors of Maltby and Directors of EMI are pleased to 
          announce the terms of a recommended cash offer for EMI at a price of 
          265 pence in cash for each EMI Share, valuing EMI on an enterprise 
          value basis at approximately £3.2 billion and valuing the entire 
          issued and to be issued share capital of EMI at approximately 
          £2.4 billion.
•         Maltby is a newly-incorporated company formed at the direction of 
          Terra Firma for the purpose of making the Offer.
•         EMI is one of the world's leading music companies, comprising 
          EMI Music, one of the top global recorded music companies, and EMI 
          Music Publishing, the world's leading music publisher.
•         The price of 265 pence for each EMI Share represents:
             •  a premium of 13.2 per cent. to 234 pence, being the average 
                Closing Price per EMI Share over the one month period ended on 
                19 February 2007, the Business Day prior to EMI's announcement 
                that it had received an approach from Warner Music Group; and
             •  a premium of 19.4 per cent. to 222 pence, being the Closing 
                Price per EMI Share on 19 February 2007, the Business Day prior 
                to EMI's announcement that it had received an approach from 
                Warner Music Group.
•         The board of Directors of EMI, which has been so advised by Greenhill, 
          considers the terms of the Offer to be fair and reasonable.  In  
          providing advice to the board of Directors of EMI, Greenhill has taken 
          into account the commercial assessments of the Directors of EMI.  
          Accordingly, the board of Directors of EMI intends to recommend 
          unanimously that EMI Shareholders should accept the Offer, as the 
          Directors have themselves irrevocably undertaken to do in respect of 
          their own beneficial holdings.  Greenhill, Citi and Deutsche Bank are 
          acting as joint financial advisers to EMI.  Citi and Deutsche Bank 
          have existing relationships with Terra Firma and therefore Greenhill 
          is acting as the adviser to EMI for the purposes of Rule 3 of the City 
          Code.
•         Commenting on today's announcement, Guy Hands, Chief Executive Officer 
          of Terra Firma Capital Partners Limited, said:

             'Terra Firma is delighted that the Board has decided to recommend 
             its Offer.  Terra Firma's objective is to build on EMI's current 
             position as one of the world's leading music companies and 
             accelerate the development of its digital and online strategy to 
             fully exploit this long-term growth opportunity.'

•         Commenting on the Offer, John Gildersleeve, Chairman of EMI, said:

             'The global music industry is undergoing significant change and, 
             whilst EMI is confident in its ability to deliver its recently 
             announced restructuring plans, significant uncertainty exists as 
             to the timing and extent of future market developments.  The EMI 
             board received a number of proposals from several different 
             parties.  Terra Firma's offer is the most attractive proposal 
             received and delivers cash now, without regulatory uncertainty and 
             with the minimum of operational risk to the company.'
•         Dresdner Kleinwort is acting as financial adviser and corporate broker 
          to Terra Firma and Maltby.

This summary should be read in conjunction with the following announcement and
the Appendices.

Appendix I sets out the Conditions and certain further terms of the Offer.
Appendix II contains source notes relating to certain information contained in
this announcement. Appendix III contains certain details relating to the
irrevocable undertakings given by EMI Directors. Certain terms used in this
announcement are defined in Appendix IV to this announcement.


Enquiries:
Dresdner Kleinwort (financial adviser and corporate broker to Terra Firma
and Maltby)                                                                     Tel: +44 (0)20 7623 8000

Bruce MacInnes

Sean Watherston

Eoin Moore

Julian Smith (Broking)
Financial Dynamics (public relations adviser to Terra Firma and
Maltby)                                                                         Tel: +44 (0) 20 7831 3113

Andrew Dowler

Ben Foster
EMI

Amanda Conroy (Corporate Communications)                                        Tel: +44 (0)20 7795 7529

Pippa Strong (Investor Relations)                                               Tel: +44 (0)20 7795 7681
Greenhill (lead financial adviser to EMI)                                       Tel: +44 (0)20 7198 7400

Simon Borrows

Peter Bell
Citi (financial adviser and corporate broker to EMI)                            Tel: +44 (0)20 7986 4000

Matthew Smith

Andrew Seaton

Tom Reid
Deutsche Bank (financial adviser and corporate broker to EMI)                   Tel: +44 (0)20 7545 8000

Guy Hayward-Cole

Charlie Foreman

Toby Clark
Brunswick Group LLP (public relations adviser to EMI)                           Tel: +44 (0)20 7404 5959

Alan Parker

Patrick Handley
This announcement is not intended to and does not constitute, or form part of, an offer to sell or invitation to 
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation.  The Offer will be made solely through the Offer Document
and, in the case of certificated EMI Shares, the Forms of Acceptance accompanying the Offer Document, which will contain
the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other 
response to the Offer should be made only on the basis of the information in such documents.
Dresdner Kleinwort is acting exclusively for Terra Firma and Maltby and no-one else in connection with the Offer and 
will not be responsible to anyone other than Terra Firma and Maltby for providing the protections afforded to clients of
Dresdner Kleinwort or for providing advice in relation to the Offer.
Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting 
exclusively for EMI and for no-one else in connection with the Offer and will not be responsible to anyone other than 
EMI for providing the protections afforded to clients of Greenhill or for giving advice in relation to the Offer.
Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for EMI and no one else in connection with the Offer and will not be responsible to anyone other than EMI for providing 
the protections afforded to clients of Citi or for providing advice in relation to the Offer or any other matters 
referred to in this announcement.
Deutsche Bank is authorised under German Banking Law (Competent authority: BaFin - Federal Financial Supervising 
Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; regulated by the 
Financial Services Authority for the conduct of UK business. Deutsche Bank is acting for EMI and no one else in 
connection with the Offer and will not be responsible to anyone other than EMI for providing the protections afforded to
clients of Deutsche Bank nor for providing advice in connection with the Offer.
The availability of the Offer to persons who are not resident in the UK may be affected by the laws of the relevant 
jurisdictions.  Persons who are not so resident should inform themselves about, and observe, any applicable 
requirements.  Further details in relation to overseas shareholders will be contained in the Offer Document.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by 
law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other 
than the UK should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the 
applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.  This 
announcement has been prepared for the purpose of complying with English law and the City Code and the information 
disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in 
accordance with the laws and/or regulations of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or 
who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other 
related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdiction.
This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for securities, 
nor is it a solicitation of any vote or approval in any jurisdiction, nor will there by any purchase or transfer of the 
securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.
The Offer is being made for securities of a UK company and United States investors should be aware that this 
announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in 
accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the 
United States.  EMI's financial statements, and all financial information that is included in this announcement or that 
may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in 
accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards 
and thus may not be comparable to financial statements of United States companies.
The Offer will be made in the United States pursuant to applicable US tender offer rules and otherwise in accordance 
with the requirements of the City Code. Accordingly, the Offer will be subject to disclosure and other procedural 
requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments
that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a United States holder of EMI Shares may be a taxable transaction for 
United States federal income tax purposes and under applicable US state and local, as well as foreign and other tax 
laws. Each holder of EMI Shares is urged to consult his independent professional adviser immediately regarding the tax 
consequences of acceptance of the Offer.
EMI is incorporated under the laws of England and Wales.  A majority of the EMI Directors are residents of countries 
other than the United States.  As a result, it may not be possible for United States shareholders of EMI to effect 
service of process within the United States upon EMI or such EMI Directors or to enforce against any of them judgements 
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.
 It may not be possible to sue EMI or its officers or directors in a non-US court for violations of the US securities 
laws.
In accordance with the City Code and normal UK market practice and pursuant to class exemptive relief granted by the 
Staff of the Division of Market Regulation of the US Securities and Exchange Commission, Maltby or its nominees or 
brokers (acting as agents) may from time to time during the period in which the Offer remains open for acceptance make 
certain purchases of, or arrangements to purchase, EMI Shares otherwise than under the Offer, such as in open market or 
privately negotiated purchases.  Such purchases, or arrangements to purchase, will comply with all applicable UK rules, 
including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, 
normal UK market practice and Rule 14e-5(b) of the Exchange Act, Citigroup Global Markets UK Equities Limited, Deutsche 
Bank AG London Branch and Dresdner Kleinwort will continue to act as exempt principal traders in EMI securities on the 
London Stock Exchange.  Information regarding such activities which is required to be made public in the United Kingdom 
pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States 
to the extent that such information is made public in the United Kingdom.
This announcement, including information included or incorporated by reference in this announcement, may contain 
'forward-looking statements' concerning the Offer, Maltby and EMI.  Generally, the words 'will', 'may', 'should', 
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. 
The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements.  Many of these risks and uncertainties relate to factors that are 
beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of
other market participants, and therefore undue reliance should not be placed on such statements.  Maltby and EMI assume 
no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable 
law and regulation.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) 
in 1% or more of any class of 'relevant securities' of EMI, all 'dealings' in any 'relevant securities' of EMI 
(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 p.m. (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 EMI, 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 City Code, all 'dealings' in 'relevant securities' of EMI by Maltby or EMI, 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 www.thetakeoverpanel.org.uk.
'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 City 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.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
21 May 2007
Recommended cash offer
for
EMI Group plc
by
Maltby Limited
a company formed at the direction of Terra Firma

1.             Introduction
The board of directors of Maltby and the Directors of EMI are pleased to announce the terms of a recommended cash offer 
by Maltby for the entire issued and to be issued share capital of EMI.
Maltby is a newly-incorporated company formed at the direction of Terra Firma for the purpose of making the Offer.
2.             The Offer
Under the terms of the Offer, which will be subject to the Conditions and other terms set out in this announcement and 
to the further terms to be set out in the Offer Document, EMI Shareholders will receive:
For each EMI Share                             265 pence in cash
The terms of the Offer value the entire issued and to be issued share capital of EMI at approximately £2.4 billion and 
represent:
•         a premium of 13.2 per cent. to 234 pence, being the average Closing Price per EMI Share over the one month 
period ended on 19 February 2007, the Business Day prior to EMI's announcement that it had received an approach from 
Warner Music Group; and
•         a premium of 19.4 per cent. to 222 pence, being the Closing Price per EMI Share on 19 February 2007, the 
Business Day prior to EMI's announcement that it had received an approach from Warner Music Group.
As first announced in the trading update issued by EMI on 18 April 2007, the board of EMI has decided to suspend 
dividend payments and no final dividend will be declared or paid in respect of the financial year ended 31 March 2007.
3.             Background to and reasons for the Offer
As one of the world's largest music companies with leading market positions in both recorded music and music publishing,
Terra Firma regards EMI as a highly attractive company, strategically placed to take advantage of significant changes 
currently taking place in the music recording and publishing industries.
Terra Firma believes the rapid migration from physical to digital and online formats represents a long-term growth 
opportunity for the music industry.  In order to fully exploit this opportunity, Terra Firma believes EMI will be 
required to re-focus the business model of its recorded music division and accelerate the development of its digital 
business.  Terra Firma also believes there is an opportunity for EMI to capture a larger portion of the music value 
chain over time in both recorded music and music publishing.  Terra Firma believes these initiatives can be best 
executed under private ownership and is committed to assisting EMI in achieving EMI's long-term growth and development 
objectives.
Through its experience of previous investments and its access to significant capital resources, Terra Firma believes it 
is well positioned to support EMI in the next phase of its development.
4.                 Recommendation
The board of Directors of EMI, which has been so advised by Greenhill, considers the terms of the Offer to be fair and 
reasonable.  In providing advice to the board of Directors of EMI, Greenhill has taken into account the commercial 
assessments of the Directors of EMI.
Accordingly, the board of Directors of EMI intends to recommend unanimously that EMI Shareholders should accept the 
Offer, as the Directors have themselves irrevocably undertaken to do in respect of their own beneficial holdings of 
1,086,832 EMI Shares, representing (as at the date of this announcement) approximately 0.14 per cent of the existing 
issued ordinary share capital of EMI.
Greenhill, Citi and Deutsche Bank are acting as joint financial advisers to EMI.  Citi and Deutsche Bank have an 
existing relationship with Terra Firma and therefore Greenhill is acting as the independent financial adviser to EMI for
the purposes of providing independent advice to the board of Directors of EMI on the Offer under Rule 3 of the City 
Code.
5.             Background to, and reasons for, the recommendation
The business fundamentals of the global music industry have changed significantly over the last few years.  Revenues 
from physical product sales have been declining, while digital revenues have shown strong growth and new digital 
services, business models, devices and technologies have evolved rapidly. EMI has played a leading role in the 
development of the music industry during this period of change.
During the last twelve months, trading conditions in the industry have been very challenging, particularly in recorded 
music where the growth in digital product sales has been insufficient to offset the significant declines in physical 
sales. EMI's financial performance in the year to 31 March 2007 was below prior expectations due to the weak market 
conditions, especially over the Christmas period, and lower than expected sales from EMI's portfolio of second half 
releases. EMI responded to this new market environment by announcing a restructuring programme on 12 January 2007 which 
is expected to generate £110 million of incremental annual cost savings. EMI remains confident in its ability to deliver
on these restructuring plans, however, significant uncertainty continues to exist as to the timing and extent of future 
market development.
Over the last twelve months, the Board of EMI has received a number of proposals from several different parties 
regarding possible offers for the company. The Board has always considered each of the proposals it has received with 
regard to price, deliverability and minimising operational risk and by reference to the range of strategic options then 
available to EMI. On 20 February 2007, EMI announced it had received an approach from Warner Music Group and on 4 May 
2007 EMI confirmed that it had received a number of indications of interest regarding possible offers for the company. 
Discussions have been held with, and information provided to, each of the parties that has expressed interest regarding 
a possible offer for the company, and have resulted in today's announcement by Maltby of its intention to make an offer 
for the entire issued and to be issued share capital of EMI.
In deciding to recommend the Offer, the Board of EMI has taken into account a number of factors, including that:
•         the Offer of 265 pence per EMI Share represents:
o        a premium of approximately 19.4 per cent. to 222 pence, being the Closing Price per EMI Share on 19 February 
2007, the Business Day prior to EMI's announcement that it had received an approach from Warner Music Group;
o        a premium of approximately 13.2 per cent. to 234 pence, being the average Closing Price per EMI Share from 14 
February 2007, the day of the announcement of a further revision to EMI's expectations for the financial year ended 31 
March 2007, to 18 May 2007, the Business Day prior to the date of this announcement; and
o        an enterprise value of approximately £3.2 billion which is a multiple of approximately 18.5 x earnings before 
interest, tax, depreciation and amortisation and exceptional items for the twelve months ended 31 March 2007;
•         the terms of the Offer allow EMI Shareholders to realise certain cash now rather than face the continuing 
uncertainty of market developments ; and
•         the combination of the value of the Offer, its deliverability and the minimum of operational risk to the 
business make the Offer more attractive to EMI Shareholders than the other proposals received and the range of other 
strategic options available to the company.
6.             Irrevocable undertakings
Maltby has received irrevocable undertakings from all of the EMI Directors with beneficial holdings of EMI Shares to 
accept or procure acceptance of the Offer in respect of a total of 1,086,832 EMI Shares, representing, in aggregate, 
approximately 0.14 per cent. of EMI's existing issued ordinary share capital.
Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are 
set out in Appendix III to this announcement.
7.             Information on EMI
EMI is one of the world's leading music companies, operating directly in 50 countries and with licensees in a further 20
countries. The company is comprised of EMI Music, one of the top global recorded music companies, and EMI Music 
Publishing, the world's leading music publisher.
EMI Music
EMI Music is one of the largest recorded music businesses globally, with a roster of approximately 1,300 artists 
encompassing a wide range of musical genres.  Record labels operated by EMI Music include Capitol, EMI, Parlophone and 
Virgin.  EMI Music also has one of the world's most extensive catalogues of recordings, with over three million 
individual tracks.  This catalogue continues to generate a significant volume of re-releases and compilations with 
strong consumer appeal.
EMI Music is at the forefront of the development of the digital music segment and is experiencing rapid growth in 
digital sales.
EMI Music Publishing
EMI Music Publishing is the world's largest music publisher in terms of revenue.  It acquires and administers copyrights
in musical compositions, and exploits the compositions by licensing them for inclusion on records, film, television and 
other media, seeking new uses for the compositions, and administering and collecting the proceeds generated.  EMI Music 
Publishing receives a percentage of the royalty income earned in return for providing these services.
EMI Music Publishing's publishing catalogues include SBK (CBS Songs, MGM and United Artists), Filmtrax (Columbia 
Pictures and Television), Screen Gems, Virgin, Jobete (Motown) and a substantial part of the Windswept Pacific 
catalogue.
Preliminary results for the year ended 31 March 2007
For the financial year ended 31 March 2007, EMI, in its preliminary results statement released today, reported 
underlying revenue of £1,751.5 million compared to underlying revenue of £2,079.9 million for the financial year ended 
31 March 2006.  EMI's underlying profit from operations before exceptional items and amortisation (EBITA) was £150.5 
million for the year ended 31 March 2007, compared to underlying EBITA of £250.5 million for the financial year ended 31
March 2006.
8.             Terra Firma
Terra Firma Investments (GP) 2 Limited is the general partner of the six limited partnerships constituting the Terra 
Firma Capital Partners II Fund and a number of other limited partnership co-investment funds and makes private equity 
investments on their behalf.  The Terra Firma Capital Partners II Fund has total fund commitments of approximately €2 
billion.
Terra Firma Investments (GP) 3 Limited is the general partner of the Terra Firma Capital Partners III Fund and makes 
private equity investments on its behalf.  The Terra Firma Capital Partners III Fund has total fund commitments of 
approximately €5.4 billion.
TFCP is adviser to the members of the Terra Firma group.  TFCP is an independent private equity advisory firm set up in 
March 2002 by Guy Hands and other former employees of the Principal Finance Group of Nomura International plc through 
the spin-out of that division.  TFCP has a team of approximately 100 professionals based in London and Germany.  TFCP is
authorised and regulated by the Financial Services Authority in the United Kingdom, and Terra Firma Investments (GP) 2 
Limited and Terra Firma Investments (GP) 3 Limited are regulated by the Guernsey Financial Services Commission.
9.             Information on Maltby
Maltby is a newly-incorporated company formed at the direction of Terra Firma for the purpose of making the Offer and 
has not, since its incorporation, traded or entered into any obligations other than in connection with the Offer.
Further details in relation to Maltby will be contained in the Offer Document.
10.          Management and employees
Maltby attaches great importance to the skills and experience of management and employees of EMI and believes that they 
will be an important factor for the continuing success of the EMI Group. Accordingly, Maltby confirms, and it has given 
assurances to the board of directors of EMI, that the existing employment rights of the Directors, management and 
employees of EMI will be fully safeguarded following the completion of the Offer and that the EMI Group's pension 
obligations will be fully complied with.
Maltby intends to enter into discussions with senior management of EMI, if and when the Offer completes, regarding their
potential continuing involvement in the on-going business.  There have been no discussions between Maltby, Terra Firma 
or TFCP and any of the senior management regarding any such involvement with the business after completion of the Offer 
and it is the EMI board's intention that no such discussions will take place prior to such time.  The Offer is not 
conditional on senior management participation.
11.          EMI Pension Schemes
EMI operates a number of defined benefit pension schemes, the largest of which are in the UK, Japan and Germany.  Maltby
recognises the importance of ensuring that the EMI Pension Schemes are prudently funded and where appropriate is keen to
reach agreement with the trustees on the appropriate levels of funding for these schemes.
12.          EMI Share Schemes and Convertible Bonds
Participants in the EMI Share Schemes will be contacted regarding the effect of the Offer on their rights under these 
schemes and appropriate proposals pursuant to Rule 15 of the City Code will be made to such participants in due course.
In addition, holders of Convertible Bonds will be contacted regarding the effect of the Offer on their rights under 
those bonds and appropriate proposals pursuant to Rule 15 of the City Code will be made to such holders in due course.  
Such proposals to holders of Convertible Bonds will be made at least at the equivalent level as the Offer (by reference 
to the value at the offer price of the EMI Shares to which a Convertible Bondholder would be entitled to receive on 
conversion).  Such proposals for the Convertible Bonds will be conditional upon the Offer becoming or being declared 
unconditional in all respects.  The Offer will not be conditional upon the success or otherwise of such proposals for 
the Convertible Bonds.
Further details of these proposals will be set out in the Offer Document.
13.          Financing
The cash consideration payable under the Offer and the costs of the Offer will be funded using a mixture of equity 
subscriptions from Terra Firma, and debt funding from a group of lenders including Citigroup Global Markets Limited and 
Citibank N.A.
Dresdner Kleinwort has confirmed that it is satisfied that sufficient resources are available to Maltby to satisfy in 
full the consideration payable as a result of full acceptance of the Offer.
14.          Inducement Fee Agreement
As a pre-condition to Maltby agreeing to announce the Offer, EMI has agreed to pay a break fee to Maltby of £24 million 
(subject to any adjustment for VAT) if:
(a) a Competing Proposal is announced under Rule 2.5 of the City Code prior to the Offer lapsing or being withdrawn and 
is subsequently completed, or prior to the lapse or withdrawal of such Competing Proposal a subsequent Competing 
Proposal is announced under Rule 2.5 of the City Code and is subsequently completed; or
(b) the board of EMI withdraws, qualifies or adversely modifies its recommendation of the Offer,
and in either case the Offer lapses or is withdrawn.
EMI has agreed not to pay an inducement fee to, or to enter into any similar arrangement with, any other person prior to
the time that the Offer lapses or is withdrawn or is not made (with the consent of the Panel).
Where an approach is made to EMI by a potential competing offeror, EMI has agreed (subject to confidentiality 
obligations entered into by EMI prior to the signature of the inducement fee agreement on the date of this announcement 
and to the fiduciary duties of the Directors) to inform Maltby as soon as reasonably practicable of the identity of the 
potential competing offeror, the price and form of consideration offered and any subsequent changes in relation thereto.
15.          Delisting, compulsory acquisition and re-registration
If Maltby receives acceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the EMI 
Shares to which the Offer relates and assuming all other Conditions of the Offer have been satisfied or waived (if they 
are capable of being waived), Maltby intends to exercise its rights pursuant to the provisions of Part 28 of the 
Companies Act 2006 to acquire compulsorily the remaining EMI Shares to which the Offer relates on the same terms as the 
Offer.
If the Offer becomes or is declared unconditional in all respects and sufficient acceptances under the Offer are 
received, Maltby intends, subject to the requirements of the FSA, to procure that EMI makes applications to cancel the 
listing of EMI Shares from the Official List and to cancel admission to trading in EMI Shares on the London Stock 
Exchange's market for listed securities. Delisting would significantly reduce the liquidity and marketability of any EMI
Shares not acquired under the Offer at that time.
It is anticipated that the cancellation of listing on the Official List and of admission to trading on the London Stock 
Exchange will take effect no earlier than the expiry of 20 Business Days after either (i) the date on which Maltby has, 
by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued ordinary share capital
carrying 75 per cent. of the voting rights attaching to the EMI Shares, or (ii) the first date of issue of compulsory 
acquisition notices under section 979 of the Companies Act 2006.
Maltby will notify EMI Shareholders if and when the relevant event set out above has occurred and confirm that the 
notice period has commenced and the anticipated date of cancellation.
Following the Offer becoming or being declared unconditional in all respects and after the cancellation of listing on 
the Official List and of admission to trading on the London Stock Exchange, EMI may be re-registered as a private 
company under the relevant provisions of the Companies Act 1985.
16.          Disclosure of interests in EMI
Except as disclosed below and save for the irrevocable undertakings described in paragraph 6 above, as at the close of 
business on 18 May 2007, the latest practicable Business Day prior to the date of this announcement, neither Maltby, nor
any of the directors of Maltby, nor, so far as Maltby is aware, any person acting in concert with Maltby (i) has any 
interest in or right to subscribe for any relevant securities of EMI, nor (ii) has any short positions in respect of 
relevant securities of EMI (whether conditional or absolute and whether in the money or otherwise), including any short 
position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take
delivery, nor (iii) has borrowed or lent any relevant EMI securities (save for any borrowed shares which have been on-
lent or sold):
Party                                                                                      Interest in EMI Shares
Allianz Insurance plc                                                           96,600
In view of the requirement of confidentiality and therefore the availability to Maltby of all relevant persons who are 
presumed to be acting in concert with Maltby to provide information, it has not been possible to ascertain all of the 
interests and dealings in relevant securities of EMI of all relevant persons who are presumed to be acting in concert 
with Maltby for the purposes of the Offer.  Any such additional interest(s) or dealing(s) will be discussed with the 
Panel and, if appropriate, will be disclosed to EMI Shareholders in the Offer Document or announced if requested by the 
Panel.
17.          Overseas shareholders
The availability of the Offer to EMI Shareholders who are not resident in the United Kingdom may be affected by the laws
of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdiction. EMI Shareholders who are in any doubt regarding such matters should 
consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
18.          General
The Offer will be subject to the Conditions and certain further terms set out in Appendix I to this announcement and the
further terms and conditions to be set out in the Offer Document.
The bases and sources of certain information contained in this announcement are set out in Appendix II.  Details of the 
irrevocable undertakings received by Maltby in relation to the Offer are set out in Appendix III. Certain terms used in 
this announcement are defined in Appendix IV.
The Offer and acceptances thereof will be governed by English law. The Offer will be subject to the applicable 
requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority.
The Offer Document will be posted to EMI Shareholders as soon as practicable.
This announcement is not intended to and does not constitute, or form part of, an offer to sell or invitation to 
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation.  The Offer will be made solely through the Offer Document
and, in the case of certificated EMI Shares, the Forms of Acceptance accompanying the Offer Document, which will contain
the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other 
response to the Offer should be made only on the basis of the information in such documents.
Dresdner Kleinwort is acting exclusively for Terra Firma and Maltby and no-one else in connection with the Offer and 
will not be responsible to anyone other than Terra Firma and Maltby for providing the protections afforded to clients of
Dresdner Kleinwort or for providing advice in relation to the Offer.
Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting 
exclusively for EMI and for no-one else in connection with the Offer and will not be responsible to anyone other than 
EMI for providing the protections afforded to clients of Greenhill or for giving advice in relation to the Offer.
Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for EMI and no one else in connection with the Offer and will not be responsible to anyone other than EMI for providing 
the protections afforded to clients of Citi or for providing advice in relation to the Offer or any other matters 
referred to in this announcement.
Deutsche Bank is authorised under German Banking Law (Competent authority: BaFin - Federal Financial Supervising 
Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; regulated by the 
Financial Services Authority for the conduct of UK business. Deutsche Bank is acting for EMI and no one else in 
connection with the Offer and will not be responsible to anyone other than EMI for providing the protections afforded to
clients of Deutsche Bank nor for providing advice in connection with the Offer.
The availability of the Offer to persons who are not resident in the UK may be affected by the laws of the relevant 
jurisdictions.  Persons who are not so resident should inform themselves about, and observe, any applicable 
requirements.  Further details in relation to overseas shareholders will be contained in the Offer Document.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by 
law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other 
than the UK should inform themselves about, and observe, any applicable requirements.  Any failure to comply with the 
applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.  This 
announcement has been prepared for the purpose of complying with English law and the City Code and the information 
disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in 
accordance with the laws and/or regulations of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or 
who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other 
related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdiction.
This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for securities, 
nor is it a solicitation of any vote or approval in any jurisdiction, nor will there by any purchase or transfer of the 
securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.
The Offer is being made for securities of a UK company and United States investors should be aware that this 
announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in 
accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the 
United States.  EMI's financial statements, and all financial information that is included in this announcement or that 
may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in 
accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards 
and thus may not be comparable to financial statements of United States companies.
The Offer will be made in the United States pursuant to applicable US tender offer rules and otherwise in accordance 
with the requirements of the City Code. Accordingly, the Offer will be subject to disclosure and other procedural 
requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments
that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a United States holder of EMI Shares may be a taxable transaction for 
United States federal income tax purposes and under applicable US state and local, as well as foreign and other tax 
laws. Each holder of EMI Shares is urged to consult his independent professional adviser immediately regarding the tax 
consequences of acceptance of the Offer.
EMI is incorporated under the laws of England and Wales.  A majority of the EMI Directors are residents of countries 
other than the United States.  As a result, it may not be possible for United States shareholders of EMI to effect 
service of process within the United States upon EMI or such EMI Directors or to enforce against any of them judgements 
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.
 It may not be possible to sue EMI or its officers or directors in a non-US court for violations of the US securities 
laws.
In accordance with the City Code and normal UK market practice and pursuant to class exemptive relief granted by the 
Staff of the Division of Market Regulation of the US Securities and Exchange Commission, Maltby or its nominees or 
brokers (acting as agents) may from time to time during the period in which the Offer remains open for acceptance make 
certain purchases of, or arrangements to purchase, EMI Shares otherwise than under the Offer, such as in open market or 
privately negotiated purchases.  Such purchases, or arrangements to purchase, will comply with all applicable UK rules, 
including the City Code and the rules of the London Stock Exchange.  In addition, in accordance with the City Code, 
normal UK market practice and Rule 14e-5(b) of the Exchange Act, Citigroup Global Markets UK Equities Limited, Deutsche 
Bank AG London Branch and Dresdner Kleinwort will continue to act as exempt principal traders in EMI securities on the 
London Stock Exchange.  Information regarding such activities which is required to be made public in the United Kingdom 
pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.  This information will also be publicly disclosed in the United States 
to the extent that such information is made public in the United Kingdom.
This announcement, including information included or incorporated by reference in this announcement, may contain 
'forward-looking statements' concerning the Offer, Maltby and EMI.  Generally, the words 'will', 'may', 'should', 
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. 
The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements.  Many of these risks and uncertainties relate to factors that are 
beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of
other market participants, and therefore undue reliance should not be placed on such statements.  Maltby and EMI assume 
no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable 
law and regulation.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) 
in 1% or more of any class of 'relevant securities' of EMI, all 'dealings' in any 'relevant securities' of EMI 
(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 p.m. (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 EMI, 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 City Code, all 'dealings' in 'relevant securities' of EMI by Maltby or EMI, 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 www.thetakeoverpanel.org.uk.
'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 City 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.

APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1.        CONDITIONS TO THE OFFER

The Offer will be conditional upon:


(a)   valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) 
on the first closing date of the Offer (or such later time(s) and/or date(s) as Maltby may, subject to the rules of the 
City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Maltby may decide) (i) in 
nominal value of the EMI Shares to which the Offer relates; and (ii) of the voting rights attached to those shares, 
provided that this condition will not be satisfied unless Maltby (together with its wholly-owned subsidiaries) shall 
have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) EMI Shares carrying in aggregate more 
than 50 per cent. of the voting rights normally exercisable at a general meeting of EMI.  For these purposes:
(i)        EMI Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared 
unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights 
or otherwise, shall be deemed to carry the voting rights they will carry upon issue;
(ii)       valid acceptances shall be deemed to have been received in respect of EMI Shares which are treated for the 
purposes of section 979 of the Companies Act 2006 as having been acquired or contracted to be acquired by Maltby by 
virtue of acceptances of the Offer; and
(iii)      the expression 'EMI Shares to which the offer relates' shall be construed in accordance with Part 28 of the 
Companies Act 2006;
(b)   the European Commission making or being deemed to have made a decision that it will not initiate proceedings under
Article 6(1)(c) of Council Regulation (EC) 139/2004 (the 'Regulation') in relation to the Offer (or any matter arising 
therefrom);
(c)   no government or governmental, quasi governmental, supranational or statutory authority, court, regulatory or 
investigative body or any other body or person whatsoever in any jurisdiction (each a 'Third Party', it being understood
that, for the purpose of the Conditions, no authority, court, body or person applying merger control, competition law or
regulation, foreign investment rules or media regulation shall be deemed to be a Third Party) having decided to take, 
institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required 
any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, 
decision or order and there not continuing to be outstanding any statute, regulation, decision or order of any Third 
Party which (x) is or is likely to be material in the context of the Offer;  and (y) which would or would reasonably be 
expected to:
(i)        make the Offer, its implementation or the acquisition of any EMI Shares by any member of the Maltby Group 
void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly prohibit, or 
materially restrain, prevent, restrict, delay or otherwise interfere with the implementation of, or impose material 
additional conditions or obligations with respect to, or otherwise materially impede, challenge or require material 
amendment of the Offer;
(ii)       require, prevent or materially delay the divestiture by any member of the Maltby Group or by any member of 
the Wider EMI Group of all or any part of its businesses, assets or property or impose any limitation on the ability of 
any of them to conduct their respective businesses (or any part thereof) or to own or control any of their assets or 
properties (or any part thereof) which in any such case is material in the context of the Wider Maltby Group or the 
Wider EMI Group, in either case taken as a whole;
(iii)      impose any material limitation on, or result in a material delay in, the ability of any member of the Maltby 
Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of 
shares or other securities in EMI or on the ability of any member of the Wider EMI Group or any member of the Maltby 
Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other 
securities (or the equivalent) in any member of the Wider EMI Group;
(iv)      require any member of the Maltby Group or the Wider EMI Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the Wider EMI Group or any asset owned by any third party 
(other than in the implementation of the Offer);
(v)       require, prevent or materially delay a divestiture by any member of the Maltby Group of any shares or other 
securities (or the equivalent) in any member of the EMI Group which is material in the context of the EMI Group taken as
a whole;
(vi)      result in any member of the Wider EMI Group ceasing to be able to carry on business under any name under which
it presently carries on business which in any such case is material in the context of the Wider EMI Group taken as a 
whole;
(vii)        impose any material limitation on the ability of any member of the Wider EMI Group to integrate or co-
ordinate all or any part of its business with all or any part of the business of any other member of the Wider EMI Group
which is adverse to and material in the context of the EMI Group taken as a whole; or
(viii)      otherwise adversely affect the business, assets, profits, financial position or trading position of any 
member of the Wider EMI Group or any member of the Maltby Group in a manner which is adverse to and material in the 
context of the EMI Group taken as a whole or of the obligations of any members of the Maltby Group taken as a whole in 
connection with the Offer,

and all applicable mandatory waiting and other time periods during which any
such Third Party could decide to take, institute or implement any such action,
proceeding, suit, investigation, enquiry or reference or otherwise intervene
under the laws of any jurisdiction in respect of the Offer or the acquisition or
proposed acquisition of any EMI Shares having expired, lapsed or been
terminated;
(d)   all mandatory filings under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) 
and the regulations made thereunder having been made and all applicable waiting periods (including any extensions 
thereof) thereunder having expired or been terminated as appropriate, in each case in relation to the Offer (or any 
matter arising therefrom);
(e)   since 31 March 2006 and except as disclosed in the Published EMI Information or as fairly disclosed by or on 
behalf of EMI to Maltby before the date of this announcement, there being no provision of any arrangement, agreement, 
licence, permit, lease or other instrument to which any member of the Wider EMI Group is a party or by or to which any 
such member or any of its assets is or may reasonably be expected to be bound or be subject, or any event or 
circumstance having occurred which would result in as a consequence of the Offer or the acquisition or the proposed 
acquisition by any member of the Wider Maltby Group of any EMI Shares or because of a change in the control or 
management of any member of the Wider EMI Group or otherwise, which would reasonably be expected to result in, in each 
case to an extent which is material in the context of the EMI Group taken as whole or the Offer:
(i)            any monies borrowed by, or any other indebtedness (actual or contingent) of, or any grant or subsidy 
available to, any member of the Wider EMI Group being or becoming repayable, or capable of being declared repayable, 
immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or 
inhibited;
(ii)           the rights, liabilities, obligations, interests or business of any member of the Wider EMI Group under 
any such arrangement, agreement, licence, permit, lease or other instrument or the interests or business of any member 
of the Wider EMI Group in or with any other firm or company or body or person (or any agreement or arrangement relating 
to any such business or interests) being, or becoming capable of being, terminated or adversely modified or affected;
(iii)                any member of the Wider EMI Group ceasing to be able to carry on business under any name under 
which it presently carries on business;
(iv)               any assets or interests of any member of the Wider EMI Group being or falling to be disposed of or 
charged or any right arising under which any such asset or interest could be required to be disposed of or charged or 
could cease to be available to any member of the Wider EMI Group otherwise than in the ordinary course of business;
(v)                 the creation or enforcement of any mortgage, charge or other security interest over the whole or any
part of the business, property or assets of any member of the Wider EMI Group, or any such mortgage, charge or other 
security interest becoming enforceable;
(vi)               the value of, or the financial or trading position or prospects of, any member of the Wider EMI Group
being prejudiced or adversely affected;
(vii)              the creation of any material liability (actual or contingent) by any member of the Wider EMI Group 
otherwise than in the ordinary course of business; or
(viii)            any material liability of any member of the Wider EMI Group to make any severance, termination, bonus 
or other payment to any of its directors or other officers;
(f)    since 31 March 2006 and except as disclosed in the Published EMI Information or as fairly disclosed by or on 
behalf of EMI to Maltby before the date of this announcement, no member of the EMI Group having:
(i)            issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or 
securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such 
shares or convertible capital or transferred or sold or agreed to transfer or sell or proposed the transfer or sale of 
EMI Shares out of treasury (save, in each case, where relevant, as between EMI and wholly-owned subsidiaries of EMI and 
save for the issue of EMI Shares or the transfer or sale of EMI Shares out of treasury (x) on the exercise of options or
release of awards granted under the EMI Share Schemes or otherwise before the date of this announcement in the ordinary 
course, (y) on the issue of EMI Shares pursuant to the terms of the Convertible Bonds or (z) as scrip dividends in 
relation to the final dividend for the year ended 31 March 2006 issued on 2 October 2006 or the interim dividend for the
six months ended 30 September 2006 issued on 2 April 2007);
(ii)           save for the final dividend for the year ended 31 March 2006 of 6.0 pence (net) per EMI Share paid to EMI
Shareholders on the register of members of EMI on 21 July 2006 and the interim dividend for the six months ended 30 
September 2006 of 2.0 pence (net) per EMI Share paid to EMI Shareholders on the register of members of EMI on 12 January
2007, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other 
distribution (whether payable in cash or otherwise) other than to EMI or one of its wholly-owned subsidiaries;
(iii)                merged with or demerged from or acquired any body corporate, partnership or business or acquired or
disposed of, or transferred, mortgaged or charged or created any security interest over, any assets or any right, title 
or interest in any asset (including shares and trade investments) or authorised the same, other than in each case in the
ordinary course of business and save in each case for transactions between EMI and its wholly-owned subsidiaries or 
between such wholly-owned subsidiaries;
(iv)               save as between EMI and its wholly-owned subsidiaries or between such wholly-owned subsidiaries made,
authorised, proposed or announced an intention to propose any change in its loan capital save in respect of the 
Convertible Bonds;
(v)                 issued, authorised or proposed the issue of any debentures, or made any change in or to, or (save in
the ordinary course of business and save as between EMI and its wholly-owned subsidiaries or between such wholly-owned 
subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability outside the ordinary 
course of business which is material in the context of the EMI Group taken as a whole;
(vi)               entered into or varied or announced its intention to enter into or vary any contract, transaction, 
arrangement or commitment (whether in respect of capital expenditure or otherwise), otherwise than in the ordinary 
course of business and which is (x) of a long term, unusual or onerous nature, or which involves or could involve an 
obligation of a nature or magnitude which is, in any such case, material in the context of the EMI Group taken as a 
whole or (y) reasonably likely to be restrictive on the business of any member of the EMI Group or the Maltby Group 
where such restriction is material in the context of the EMI Group taken as a whole;
(vii)              entered into or varied the terms of any service agreement, arrangement or contract with (x) any 
director of EMI or (y) any senior executive of the EMI Group whose basic fixed annual cash salary (excluding bonus and 
incentive arrangements) is equal to or greater than US$500,000;
(viii)            proposed, agreed to provide or modified in any material respect the terms of any share option scheme, 
incentive scheme, or, other than in the ordinary course of business, materially altered any other benefit relating to 
the employment or termination of employment of any employee of the EMI Group;
(ix)                nor the trustees of the relevant pension scheme since that date having, made or agreed or consented 
to any significant change to the terms of the trust deeds constituting the pension schemes established for its 
directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder,
or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or 
determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or valued, 
or agreed or consented to any change to the trustees or trustee directors;
(x)                  except as between EMI and its wholly-owned subsidiaries or between such wholly-owned subsidiaries 
and other than in relation to any Competing Proposal, implemented or effected or announced its intention to implement or
effect, any reconstruction, amalgamation, scheme or other transaction or arrangement otherwise than in the ordinary 
course of business;
(xi)                purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own 
shares or other securities or reduced or, save in respect of the exceptions mentioned in sub paragraph (i) above, made 
any other change to any part of its share capital to an extent which is material in the context of the EMI Group taken 
as a whole;
(xii)               waived or compromised any claim otherwise than in the ordinary course of business which is material 
in the context of the EMI Group taken as a whole;
(xiii)             made any material alteration to its memorandum or articles of association or other incorporation 
documents which is material in the context of the EMI Group taken as a whole;
(xiv)             other than in respect of a body corporate which is dormant and was solvent at the relevant time, taken
or proposed any corporate action or had any legal proceedings instituted or threatened in writing against it for its 
winding up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, 
administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(xv)              commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring 
any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts 
generally or ceased or threatened to cease carrying on all or a substantial part of its business; or
(xvi)             entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course 
of business or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced
an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;
(g)   since 31 March 2006 and except as disclosed in the Published EMI Information or as fairly disclosed by or on 
behalf of EMI to Maltby before the date of this announcement, in each case before the date of this announcement:
(i)            there having been no adverse change in the business, assets, financial or trading position or profits or 
operational performance of any member of the Wider EMI Group to an extent which is material to the EMI Group taken as a 
whole;
(ii)           no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, 
announced or instituted by or against and remaining outstanding against any member of the EMI Group or to which any 
member of the EMI Group is or may become a party (whether as claimant or defendant or otherwise) and, other than as a 
result of the Offer, no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect
of any member of the EMI Group having been threatened, announced or instituted by and against, or remaining outstanding 
in respect of, any member of the EMI Group which, in any such case, might reasonably be expected to materially and 
adversely affect the EMI Group taken as a whole; and
(iii)                no contingent or other liability having arisen or become known to Maltby which would be likely to 
adversely affect the business, assets, financial or trading position or profits of any member of the Wider EMI Group to 
an extent which is material to the EMI Group taken as a whole;
(h)   since 31 March 2006 and except as disclosed in the Published EMI Information or as fairly disclosed by or on 
behalf of EMI to Maltby before the date of this announcement, Maltby not having discovered:
(i)            that any financial, business or other information concerning the Wider EMI Group publicly disclosed or 
disclosed to any member of the Maltby Group at any time by or on behalf of any member of the Wider EMI Group which is 
material in the context of the Offer, and which was not subsequently corrected prior to the date of this announcement by
or on behalf of EMI, is misleading to a material extent, contains a material misrepresentation of fact or omits to state
a fact necessary to make that information not misleading to a material extent;
(ii)           that any member of the Wider EMI Group is subject to any liability, contingent or otherwise, which is 
material in the context of the EMI Group taken as a whole; or
(iii)          any information which materially affects the import of any information disclosed to Maltby at any time 
before the date of this announcement by or on behalf of any member of the Wider EMI Group which is material in the 
context of the EMI Group taken as a whole; and
(i)    except as disclosed in the Published EMI Information or as fairly disclosed by or on behalf of EMI to Maltby 
before the date of this announcement, in relation to any release, emission, accumulation, discharge, spillage, leak, 
use, treatment, handling, storage, transport, disposal or other fact or circumstance which has impaired or is reasonably
likely to impair the environment (including property) or harmed or is reasonably likely to harm human health or 
otherwise relating to environmental matters, no past or present member of the Wider EMI Group, in each case in a manner 
or to an extent which is material in the context of the EMI Group taken as a whole, (i) having committed any violation 
of any applicable laws, statutes, regulations, notices or other requirements of any Third Party and/or (ii) having 
incurred any liability (whether actual or contingent) to any Third Party, or being required, to make good, remediate, 
repair, re-instate or clean up the environment (including any property).
2.     CERTAIN FURTHER TERMS OF THE OFFER
Maltby reserves the right to waive in whole, or in part, all or any of the Conditions except Condition (a).
Save with the consent of the Panel, the Offer will lapse and the Offer will not proceed if the European Commission 
either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the
United Kingdom under Article 9(3)(b) of the Regulation and there is a subsequent reference to the United Kingdom 
Competition Commission, in either case before 3.00 p.m. (London time) on the first closing date of the Offer or the date
on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.
Conditions (b) to (i) (inclusive) must be fulfilled, be determined by Maltby to be or remain satisfied or (if capable of
waiver) be waived by midnight on the 21st day after the later of the first closing date of the Offer and the date on 
which Condition (a) is fulfilled (or in each case such later date as Maltby may, with the consent of the Panel, decide),
failing which the Offer will lapse.  Maltby shall be under no obligation to waive (if capable of waiver), to determine 
to be or remain satisfied or to treat as fulfilled any of conditions (b) to (i) (inclusive) by a date earlier than the 
latest date specified above for the fulfilment of that condition, notwithstanding that the other conditions of the Offer
may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances 
indicating that any condition may not be capable of fulfilment.
If the Offer lapses it will cease to be capable of further acceptance.  EMI Shareholders who have accepted the Offer and
Maltby shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.
The EMI Shares will be acquired by Maltby fully paid and free from all liens, equitable interests, charges, 
encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all 
rights existing as at the date of this announcement or thereafter attaching thereto, including the right to receive and 
retain in full all dividends and other distributions (if any) declared, made or paid or any other return of capital 
(whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this 
announcement.
If Maltby is required by the Panel to make an offer for EMI Shares under the provisions of Rule 9 of the City Code, 
Maltby may make such alterations to the terms and conditions of the offer as are necessary to comply with the provisions
of that rule.
The Offer will be made on, and subject to, the Conditions and terms set out in this Appendix I and on such further terms
as will be set out in the Offer Document.
The Offer will be governed by English law and will be subject to the jurisdiction of the courts of England.  The Offer 
will comply with the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the 
City Code.

APPENDIX II
BASES AND SOURCES
In this announcement:
1.             The value placed by the Offer on the existing issued EMI Shares (approximately £2,121 million) is based 
on 800,565,938 EMI Shares in issue on 18 May 2007, the latest practicable date prior to the date of this announcement.
2.             The value placed by the Offer on the fully diluted share capital of EMI (approximately £2,426 million) is
based on 915,304,131 EMI Shares in issue, subject to awards under the EMI Share Schemes and to be issued upon conversion
of all outstanding Convertible Bonds, in each case on 18 May 2007, the latest practicable date prior to the date of this
announcement.
3.             The Closing Price of EMI Shares are derived from the Daily Official List or the London Stock Exchange's 
website.
4.             The average Closing Prices of EMI Shares represent the average Closing Prices for EMI Shares for the 
relevant periods and are derived from data sourced from the Daily Official List or the London Stock Exchange website.
5.             Unless otherwise stated, the financial information relating to EMI is extracted from the consolidated 
financial statements of EMI for the relevant period.
6.             EMI's enterprise value of £3,223 million is calculated as the fully diluted share capital value of £2,426
million plus net debt of £795 million (adjusted for the impact of the conversion of the Convertible Bonds) plus minority
interest value of £3 million.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following Directors of EMI have given irrevocable undertakings as described in paragraph 6 of this announcement in 
respect of the number of shares set out below (and any further shares (if any) acquired by them prior to the completion 
of the Offer):
Name                           Number of Shares               % of issued share capital
J Gildersleeve                 1,377                          0.000172
E L Nicoli                     446,442                        0.055766
R C Faxon                      516,386                        0.064503
M.D. Stewart                   0                              0.000000
S Bailey                       1,250                          0.000156
K K Carton                     5,000                          0.000624
P A Georgescu                  106,377                        0.013288
D J Londoner                   10,000                         0.001249
Total                          1,086,832                      0.135758


These irrevocable undertakings cease to be binding in the following
circumstances:


(a)   the Offer is withdrawn or lapses;
(b)   the Offer Document is not posted within 28 days (or such longer period as the Panel may agree being not more than 
six weeks) after the date of this announcement;
(c)   the Offer has not become or been declared unconditional in all respects by 6.00 p.m. on the date falling 6 months 
following the date of this announcement (or such later time or date as agreed between Maltby and EMI, with the approval 
of the Panel if required);
(d)   the directors of EMI have:
(i)            withdrawn or modified their approval or recommendation of the Offer contemplated by this announcement;
(ii)           approved the announcement of or recommended any Competing Proposal; or
(iii)          publicly announced an intention to take any of the foregoing actions; and
(e)   the Offer becomes or is declared unconditional in all respects.
APPENDIX IV
DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:
'Authorisations'                                                         authorisations, orders, grants, recognitions, 
confirmations, consents, licences, clearances, certificates, permissions or approvals
'Business Day'                                                            any day other than a Saturday or a Sunday when
clearing banks generally are open in London for general banking business
'Citi'                                                                              Citigroup Global Markets Limited
'City Code'                                                                   the City Code on Takeovers and Mergers
'Closing Price'                                                             the closing middle market quotation of an 
EMI Share as derived from the Daily Official List or the London Stock Exchange's website
'Competing Proposal'                                                a proposal, offer, tender offer, merger, 
acquisition, scheme of arrangement, recapitalisation or other combination (whether or not subject to preconditions) 
(including a transaction involving a dual listed company structure) relating to any direct or indirect acquisition or 
purchase of 50 per cent. or more of the issued ordinary share capital of EMI or the whole or more than 30 per cent. of 
the business and/or assets of EMI and its subsidiaries proposed by any person, which is not Maltby, Maltby's associate 
or acting in concert with Maltby
'Conditions'                                                                 the conditions which are set out in 
paragraph 1 of Appendix I of this announcement
'Convertible Bonds'                                                   the 5.25% guaranteed convertible bonds due 2010 
issued by EMI Group Finance (Jersey) Limited
'Depositary'                                                                 JPMorgan Chase Bank, N.A.
'Dresdner Kleinwort'                                                  Dresdner Kleinwort Limited
'EMI'                                                                             EMI Group plc
'EMI ADS'                                                                   an American depositary share comprising two 
EMI Shares
'EMI ADS Holder'                                                      a holder of EMI ADSs
'EMI Group'                                                                 EMI, its subsidiaries and subsidiary 
undertakings
'EMI Pension Schemes'                                             the EMI Group Pension Fund, the Toshiba-EMI Limited 
Retirement Plans and the EMI Music Germany GmBH and Co. KG Pension Plans, together with defined benefit pension plans 
sponsored by EMI in Ireland, Holland, Norway and Hong Kong
'EMI Shareholders' or 'Shareholders'                   holders of EMI Shares
'EMI Share Schemes'                                                 the 1995 EMI Group Executive Share Option Plan, the 
EMI Group Senior Executive Incentive Plan, the 2003 EMI Executive Share Incentive Plan, the 1994 EMI Group Savings 
Related Share Option Scheme, the 2004 EMI Group Savings Related Share Option Scheme and certain individual share option 
and award arrangements
'EMI Shares'                                                                (a) the existing unconditionally allotted or
issued and fully paid ordinary shares of 14 pence each in the capital of EMI;  and

(b) any further ordinary shares of 14 pence each in the capital of EMI which are unconditionally allotted or issued and 
fully paid (including, without limitation, any such shares unconditionally allotted or issued and fully paid pursuant to
any exercise of rights arising pursuant to the Convertible Bonds or the EMI Share Schemes), in any case before the date 
on which the Offer closes or before such earlier date as Maltby (subject to the City Code) may determine not being 
earlier than the date on which the Offer becomes or is declared unconditional as to acceptances,

but excluding any shares held as treasury shares on such date as Maltby may determine before the date on which the Offer
closes (which may be a different date to the date referred to in (b) above)
'Deutsche Bank'                                                         Deutsche Bank AG
'Directors'                                                                    the directors of EMI
'Exchange Act'                                                            the US Securities Exchange Act of 1934, as 
amended
'Form of Acceptance'                                                the form of acceptance and authority for use in 
connection with the Offer which will accompany the Offer Document
'FSA'                                                                            Financial Services Authority
'Greenhill'                                                                     Greenhill & Co. International LLP
'Listing Rules'                                                             the listing rules made by the FSA under 
section 73A of the Financial Services and Markets Act 2000 as amended from time to time
'London Stock Exchange'                                         London Stock Exchange plc
'Maltby'                                                                       Maltby Limited, a private limited company
incorporated under the laws of England and Wales with registered number 6226803
'Maltby Group'                                                           Maltby, its holding companies, subsidiaries and
subsidiary undertakings, but excluding Terra Firma Investments (GP) 2 Limited and Terra Firma Investments (GP) 3 Limited
and their respective holding companies
'Offer'                                                                           the offer to be made by Maltby to 
acquire the EMI Shares on the terms and subject to the conditions to be set out in the Offer Document and in the Form of
Acceptance including, where the context so requires, any subsequent revision, variation, extension or renewal of such 
offer
'Offer Document'                                                        the document to be addressed to, amongst others,
EMI Shareholders containing, among other things, the Offer, the notices of the Meetings and proxy forms in respect of 
the Court Meetings and any other document required in connection with the Offer
'Official List'                                                                the Official List of the UK Listing 
Authority
'Panel'                                                                           the Panel on Takeovers and Mergers
'Published EMI Information'                                    EMI's Annual Report and Accounts for the year ended 31 
March 2006, EMI's Interim Report for the six months ended 30 September 2006, EMI's preliminary results announcement for 
the year ended 31 March 2007 and information publicly announced to a Regulatory Information Service by or on behalf of 
EMI before the date of this announcement
'Regulatory Information Service'                             any information service authorised from time to time by the
FSA for the purpose of disseminating regulatory announcements
'Terra Firma'                                                                Terra Firma Investments (GP) 2 Limited as 
the general partner of the Terra Firma Capital Partners II Fund and Terra Firma Investments (GP) 3 Limited as the 
general partner of the Terra Firma Capital Partners III Fund
'Terra Firma Capital Partners' or 'TFCP'                Terra Firma Capital Partners Limited
'UK Listing Authority'                                              the FSA acting in its capacity as the competent 
authority for the purposes of Part VI of the Financial Services and Markets Act 2000
'UK' or 'United Kingdom'                                       the United Kingdom of Great Britain and Northern Ireland
'US' or 'United States'                                             The United States of America, its territories and 
possessions, any state  or political subdivision of the United States of America and the District of Columbia
'US Holder'                                                                  (a) persons resident in the United States 
who hold shares in EMI (including, without limitation, shares now or at any time represented by American depositary 
receipts); and (b) persons who appear, at any time, to the Maltby Board to fall within sub-paragraph (a) of this 
definition of US Holder
'Warner Music Group'                                               Warner Music Group Corp.
'Wider EMI Group'                                                     the EMI Group and associated undertakings of EMI 
and any other body corporate, partnership, joint venture or person in which EMI and such undertakings (aggregating their
interests) have a direct or indirect interest of more than 20 per cent. of the voting or equity capital or the 
equivalent
'Wider Maltby Group'                                               the Maltby Group and associated undertakings of 
Maltby and any other body corporate, partnership, joint venture or person in which Maltby and such undertakings 
(aggregating their interests) have a direct or indirect interest of more than 20 per cent. of the voting or equity 
capital or the equivalent
'£' or 'Sterling'                                                           pounds Sterling, or the lawful currency of 
the UK from time to time
'$' or 'US Dollars'                                                      the lawful currency of the United States from 
time to time.
All references to time in this announcement are to London time unless otherwise stated.





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