Hmv Group Regulatory News (HMV)

15 Jan 2009 07:00



HMV GROUP PLC - Equity placing completion

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN

15 January 2009

HMV completes its equity placing of approximately £25 million

Further to the announcement on 14 January 2009, HMV Group plc ("HMV') announces the successful placement (the 'Placing') of 20,168,524 ordinary shares of 1p each (the 'Shares') in the capital of HMV.

The Shares were placed with investors at a price of 122.5p pence per Share and represent, in aggregate, approximately 5 per cent. of the current issued ordinary share capital of HMV. Based on the placing price, the gross proceeds are approximately £25 million.

Commenting on today's announcement, Simon Fox, Chief Executive, said:

'We are delighted by the success of the placing and the support we have received from our shareholders for the initiatives we announced yesterday. The proceeds will fund HMV's entry into the fast growing live music market and the acquisition of 14 Zavvi stores from the administrators and, together with our recently agreed £220m bank facility to 2011, will provide for the maintenance of a strong and prudent balance sheet.'

Citigroup Global Markets U.K. Equity Ltd ('Citi') and Nomura International plc ('Nomura' and together with Citi, the 'Managers') acted as Joint Brokers.

Notes to editors:

This announcement follows on from the announcements regarding the placing of shares and regarding the trading update and strategic initiatives both released on 14 January 2009.

For further information:

Enquiries

** All enquiries on 15 January 2009 should be directed via Brunswick.

General

This announcement has been issued by and is the sole responsibility of HMV Group plc.

An application has been made for, and the Placing is conditional on, inter alia, admission of the Shares to listing on the Official List maintained by the UK Listing Authority and to admission to trading by the London Stock Exchange on its market for listed securities (together 'Admission'). The Shares will be issued credited as fully paid and will rank pari pasu with the existing ordinary shares of HMV, including the right to receive all dividends and other distributions declared, made or paid after the date of issue except that holders of the Shares shall not be entitled to the interim dividend of 1.8 pence that is to be paid, to holders of the existing ordinary shares of the Company, on 2 February 2009. It is expected that Admission will take place on 20 January 2009 

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Shares in the United States, Canada, Japan, South Africa or Australia or in any other jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution to persons in the United States, Canada, Japan, South Africa or Australia or any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with these restrictions may constitute a violation of US, Canadian, Japanese, South African or Australian securities laws. Persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and by so doing may invalidate any related purported application for Placing Shares. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, resold or delivered, directly or indirectly in or into the United States. No public offering of the Shares is being made in the United States. The Shares are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted. The Shares have not been and will not be registered with any regulatory authority of any state within the United States.

Until the expiration of 40 days after the closing of the Placing, an offer or sale of the Shares within the United States by a dealer whether or not participating in the Placing may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the Securities Act.

Certain statements made in this announcement are forward looking statements. Such forward looking statements are based on current expectations and numerous assumptions regarding the Company's present and future business strategies and the environments in which the Company will operate in the future. Such assumptions may or may not prove to be correct and actual results and performance could differ materially from any expected further results or performances, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, changes in global, political, economical, business, competitive, market and regulatory forces, future exchange and interest rates and future business combinations or disposals. The Company expressly disclaims and assumes no responsibility to update or revise any of the forward looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per ordinary share.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by HMV or any of the Managers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citi, Nomura or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by HMV, the Managers or any of their respective affiliates that would, or which is intended to, permit (i) a public offer of the Shares in any jurisdiction or (ii) possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by HMV and the Managers to inform themselves about and to observe any such restrictions.

Citi, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HMV and no one else in connection with the Placing, and will not be responsible to anyone other than HMV for providing the protections offered to customers of Citi nor for providing advice in relation to the Placing or any other matter referred to herein.

Nomura, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HMV and no one else in connection with the Placing, and will not be responsible to anyone other than HMV for providing the protections offered to customers of Nomura nor for providing advice in relation to the Placing or any other matter referred to herein.