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EMI Group PLC (EMI)

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Wednesday 19 September, 2007

EMI Group PLC

Further re Cash Tender Offer for Senior Notes d...


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

 

 

EMI GROUP PLC SUCCESSFULLY COMPLETES THE TENDER OFFER AND CONSENT SOLICITATION
FOR ITS OUTSTANDING €425,000,000 8.625% SENIOR NOTES DUE 2013 (THE "NOTES")

 

19 September 2007

 

EMI Group plc (the "Company") is pleased to announce the successful completion
of its offer to purchase for cash and solicitation of consents for the Notes
(collectively, the "Offer") launched on 17 August 2007.

 

The Offer was made on the terms and subject to the conditions contained in the
tender offer and consent solicitation document containing the Offer dated 17
August 2007 (the "Offer Document").  The Offer expired at 5.00pm, Central
European Time, on Tuesday, 18 September 2007 (the "Expiration Time").  As at
the Expiration Time the Company had received valid tenders of Notes and
deliveries of related Consents from Holders of approximately 96% of the
principal amount of the outstanding Notes.  All Notes validly tendered in the
Offer by the Expiration Time have been accepted for payment by the Company. 
The Final Payment Date, on which the Company will, in accordance with the terms
of the Offer, make payment for Notes tendered after the Early Payment Date but
before the Expiration Date, is expected to be 21 September 2007.

 

Holders who tendered their Notes before the Consent Payment Deadline received
the Total Consideration of €1,084.52 per €1,000 principal amount on the Early
Payment Date, which was Friday, 7 September 2007.  Holders who tendered their
Notes after the Consent Payment Deadline but prior to the Expiration Date will
be eligible to receive the Purchase Price of €1,054.52 per €1,000 principal
amount on the Final Payment Date.  Additionally, Holders whose Notes are
purchased pursuant to the Offer will receive any accrued but unpaid interest up
to but not including the relevant payment date for the Notes.

 

This announcement must be read in conjunction with the Offer Document.  Except
as otherwise defined in this announcement or where the context otherwise
requires, capitalised terms used in this announcement have the meanings given
to them in the Offer Document.

 

Citigroup Global Markets Limited acted as the Sole Dealer Manager for the
Offer.  Requests for information in relation to the Offer should be directed
to: +44 (0) 20 7986 8969.

 

 

United Kingdom:  This announcement is being distributed only to and directed
only at (i) persons who are outside and are resident outside the United
Kingdom; (ii) investment professionals to whom it my lawfully be communicated
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (iii) high net
worth companies and other persons to whom it my lawfully be communicated who
fall within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it
may otherwise lawfully be communicated falling within Article 43(2) of the
Order; or (v) other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant persons").  This
announcement must not be acted on or relied on by persons who are not relevant
persons.  Any investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged in only with
relevant persons. 

 

Italy:  Neither the Offer nor any of the information contained in this
announcement or the Offer Document constitutes an offer or an invitation to
offer to sell or a promotional message of any form to any person (natural or
legal) resident in the Republic of Italy to purchase, exchange or acquire the
Notes, within the meaning of articles 1, lett. (v), and 102. ff, of Legislative
Decree February 24, 1998, n. 58.  The Offer is not being made and will not be
made, directly or indirectly, in or into, whether by mail or by any means or
other instrument (including, without limitation, telephonically or
electronically) or any facility of a national securities exchange publicly or
privately available in the Republic of Italy.  An Offer to sell should not be
made pursuant to the Offer by any such use, means, instrument or facility or
from within the Republic of Italy.  Doing so may render invalid any purported
offer to sell.  Accordingly, copies of this announcement, the Offer Document
and any related documents should not be mailed or otherwise forwarded,
distributed or sent in, into or from the Republic of Italy and persons
receiving such documents must not forward, distribute or send them in, into or
from the Republic of Italy.  Therefore, Holders are hereby notified that, to
the extent such Holders are Italian residents or are located in the Republic of
Italy, the Offer is not available to them and, as such, any acceptance
instruction on whatever form received from such person shall be void.  Any
person who may have a legal or contractual obligation to forward the this
announcement, the Offer Document and/or any related offer documents in or into
the Republic of Italy should read the Offer Document before doing so.  No
prospectus or other document will be lodged with, or registered by, the
Commissione Nazionale per le Società e la Borsa (CONSOB) in respect of the
Offer.  Accordingly, this announcement, the Offer Document and any other
material relating to the Offer may not be distributed or made available in the
Republic of Italy.