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Wednesday 18 July, 2007

Jim Fifield

Withdrawal of Interest

Jim Fifield
18 July 2007

18th July  2007

             EMI Group plc ('EMI') - potential offer by Jim Fifield

                            Withdrawal of interest

Following recent press speculation, and further to the statement by the Panel on
Takeovers and Mergers (the 'Panel') on the 16 July 2007, the former Chief
Executive of EMI, Jim Fifield, acting in concert with Sam Glover and a
management team comprising a number of ex-EMI executives ('Bidco'), confirm that
they have been actively reviewing the acquisition of EMI and had reached very
advanced discussions with both potential debt and equity providers with regard
to such an acquisition. Any such offer would have been all cash and would have
been at a significant premium to Terra Firma's offer for EMI.

However, given the Panel ruling that both Jim Fifield and Warner Music Group
Corp. ('Warner') must either make an offer for EMI or make a statement of their
intention not to make an offer by 12 noon on the 19 July. Regrettably, Jim
Fifield and Bidco announce that, as a result of this timetable constraint, Bidco
will not be able to make an offer for EMI.

For the purposes of Rule 2.8 and other relevant provisions of The City Code on
Takeovers and Mergers (the 'City Code'), Bidco reserves the right to announce an
offer or possible offer or make or participate in an offer or possible offer for
EMI and/or take any other action which would otherwise be restricted under Rule
2.8 of the City Code within the next six months, in the event that there is a
material change in circumstances or any of the following events occur:

a) the recommended offer by Terra Firma for EMI fails or is withdrawn or
   ceases to be recommended by the Board of EMI and Jim Fifield / Bidco has the
   agreement or recommendation of the board of EMI to make an offer for EMI; or

b) there is an announcement by a third party other than Terra Firma of a
   firm intention to make an offer (as defined in the City Code) for EMI; or

c) EMI announces a 'whitewash' proposal (as described in Note 1 of the
   Notes on Dispensations from Rule 9 of the City Code) or a reverse takeover.


Tulchan Communications
David Trenchard
Susanna Voyle
Tel: +44 207 353 4200

Strand Partners Limited
Simon Raggett
Stuart Faulkner
Tel: +44 207 409 3494

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of EMI, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of 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 Code, all 'dealings' in 'relevant
securities' of EMI by Jim Fifield or a specially incorporated bid vehicle, 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

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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