Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Friday 17 August, 2007

Terra Firma Invest

Recommended cash offer

Terra Firma Investments (GP) 2 Ltd
17 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

                                                                  17 August 2007


                              Recommended cash offer
                                        for
                                  EMI Group plc
                                        by
                                   Maltby Limited
                  a company formed at the direction of Terra Firma

                            Offer wholly unconditional


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 and, on 1 August 2007, Maltby announced that the
Offer was unconditional as to acceptances.

The Board of Maltby announces that the Offer is now unconditional in all
respects.  The Offer remains open for acceptance until further notice.

As at 1.00 p.m. (London time) on 16 August 2007, Maltby had received valid
acceptances of the Offer in respect of a total of 758,349,463 EMI Shares,
representing approximately 93.50 per cent. of the existing issued share capital
of EMI.  Maltby has now become entitled to acquire compulsorily the remaining
EMI Shares pursuant to the Companies Act 2006 and it intends to exercise that
right shortly.

As Maltby has agreed to acquire issued ordinary share capital carrying 75 per
cent. of the voting rights attached to EMI Shares, the Board of Maltby confirms
that the notice period for the cancellation of the listing on the Official List
and of admission to trading on the London Stock Exchange of EMI Shares has
commenced.  The anticipated date of cancellation of the listing and admission to
trading of EMI Shares is 18 September 2007.

Settlement of consideration due under the Offer in respect of valid acceptances
received on or before today's date will be despatched by first class post (in
the case of certificated holders) or credited to the relevant CREST account (in
the case of uncertificated holders) on or before 31 August 2007.  Settlement in
respect of further valid acceptances will be despatched within 14 days of
receipt of such acceptances.

Save where defined in this announcement, terms defined in the Offer Document
have the same meaning in 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

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
principles.

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
United Kingdom.

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             TMMIBMJR