Terra Firma Investments (GP) 2 Ltd
01 August 2007
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM CANADA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
1 August 2007
Recommended cash offer
EMI Group plc
a company formed at the direction of Terra Firma
Offer unconditional as to acceptances
It was announced on 21 May 2007 that the boards of directors of Maltby Limited
('Maltby') and EMI Group plc ('EMI') had reached agreement on the terms of a
recommended cash offer by Maltby to acquire the whole of the issued and to be
issued share capital of EMI (the 'Offer'). The Offer Document was posted to EMI
Shareholders on 30 May 2007.
The Board of Maltby announces that the acceptance condition set out in paragraph
1(a) of Part A of Appendix I to the Offer Document has been satisfied and that
the Offer is now unconditional as to acceptances. The Offer will remain open
until further notice.
The Conditions set out in paragraphs 1(b) and 1(d) of Part A of Appendix I to
the Offer Document (being the conditions relating to the EC Merger Regulation
and the US Hart-Scott-Rodino Antitrust Improvements Act of 1976) have already
been satisfied. The Offer remains subject to the further Conditions set out in
paragraphs 1(c) and 1(e) to 1(i) of Part A of Appendix I to the Offer Document.
Level of acceptances and ownership
As at 12.15 p.m. (London time) on 1 August 2007 Maltby had received valid
acceptances of the Offer in respect of a total of 732,158,295 EMI Shares,
representing approximately 90.27 per cent. of the existing issued ordinary share
capital of EMI the subject of the Offer. Accordingly, the acceptance condition
set out in paragraph 1(a) of Part A of Appendix I to the Offer Document has been
Maltby has received acceptances in respect of 1,086,832 EMI Shares (representing
approximately 0.13 per cent. of EMI's existing issued ordinary share capital)
which were subject to irrevocable undertakings procured by Maltby from the
Directors of EMI.
As at 1 August 2007, Allianz Insurance plc (which is deemed to be acting in
concert (within the meaning of the City Code) with Maltby) held 96,600 EMI
Shares. Maltby has received valid acceptances of the Offer with respect to all
of the EMI Shares held by Allianz Insurance plc.
Save as disclosed in this announcement, neither Maltby, nor any person acting in
concert with Maltby, had an interest in or had any rights to subscribe for any
relevant securities of EMI nor had any short position or any arrangement in
relation to any relevant securities of EMI. For these purposes, 'arrangement'
includes any agreement to sell or any delivery obligation or option arrangement
or right to require another person to purchase or take delivery of any relevant
securities of EMI and any borrowing or lending of any relevant securities of EMI
which have not been on-lent or sold and any outstanding irrevocable undertaking
with respect to any relevant securities of EMI.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible. Additional Forms of
Acceptance are available from Lloyds TSB Registrars by telephoning 0870 608 1822
(or from outside the United Kingdom by telephoning +44 1903 276 342). If EMI
Shares are held through CREST, acceptance should be made electronically so that
the TTE instruction settles as soon as possible.
Save where defined in this announcement, terms defined in the Offer Document
have the same meaning in this announcement.
(financial adviser and corporate broker to
Terra Firma and Maltby) Tel: +44 (0)20 7623 8000
Julian Smith (Broking)
Financial Dynamics (public relations adviser to
Terra Firma and Maltby) Tel: +44 (0) 20 7831 3113
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 is being made solely through the Offer
Document and, in the case of certificated EMI Shares, the Form of Acceptance
accompanying the Offer Document, which 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.
The availability of the Offer to persons who are not resident in the United
Kingdom or the United States 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 are contained in the Offer Document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the United States 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 United Kingdom and the United
States 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 United Kingdom and the
United States should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
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 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 or
International Financial Reporting Standards and thus may not be comparable to
financial statements of United States companies or companies whose financial
statements are prepared in accordance with US generally accepted accounting
The Offer is being 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 is 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.
To the extent permitted by applicable law, 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 from Rule 14e-5 of the US Exchange Act, 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. In accordance with the requirements of Rule
14e-5 and exemptive relief granted by the SEC, 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 US Exchange Act,
Dresdner Kleinwort Securities Limited will continue to act as an exempt
principal trader 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
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 assumes no obligation and does not intend
to update these forward-looking statements, except as required pursuant to
applicable law and regulation.
This information is provided by RNS
The company news service from the London Stock Exchange