Hmv Group Regulatory News (HMV)

28 Jul 2006 15:18

HMV Group PLC28 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES FOR IMMEDIATE RELEASE Cancellation of Listing of Ottakar's Shares and Compulsory Acquisition of Outstanding Ottakar's Shares Cancellation of Listing of Ottakar's Shares Further to HMV Group plc's announcement on 03 July 2006 regarding theapplication to the Financial Services Authority for the cancellation of thelisting of Ottakar's Shares on the Official List and to the London StockExchange for the cancellation of the admission to trading of Ottakar's Shares onits market for listed securities, it is anticipated that the cancellation ofOttakar's plc's listing and admission to trading will take effect on 31 July2006. Compulsory Acquisition of Outstanding Ottakar's Shares The Board of HMV Group plc announces that valid acceptances in connection withthe offer made for Ottakar's plc on 6 June 2006 (the "Offer") have been receivedin respect of more than 90 per cent. of the Ottakar's Shares to which the Offerrelates and in respect of more than 90 per cent. of the voting rights carried bythe Ottakar's Shares to which the Offer relates. Accordingly HMV Group is today issuing notices under paragraph 2 of Schedule 2of The Takeovers Directive (Interim Implementation) Regulations 2006 toOttakar's Shareholders who have not yet accepted the Offer that it now intendsto exercise its rights to acquire compulsorily all those Ottakar's Shares stilloutstanding at the expiry of the requisite notice period on the same terms asthe Offer. In the meantime, the Offer remains open for acceptance. Further Acceptances Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible. Shareholders who have not yet accepted the offer should note that, as previouslyannounced on the date when the Offer was declared wholly unconditional, as validelections received for the Loan Note Alternative amounted to less than £1million in aggregate nominal value of Loan Notes, the minimum level of electionsrequired under the terms of the Offer, no Loan Notes will be issued. AnyOttakar's shareholder validly electing for the Loan Note Alternative willtherefore receive cash in accordance with the terms of the offer. Additional copies of the Offer Document and the Forms of Acceptance can beobtained by phoning Capita Registrars on 0870 162 3121 or +44 208 639 2157 iftelephoning from outside the United Kingdom. Terms used in this announcement shall have the meaning given to them in theOffer Document. Enquiries HMV Group Alan GilesNeil BrightElaine Marriner Tel: +44 (0) 1628 818 355 UBS Investment Bank (financial adviser and joint broker to HMV Group)Aidan CleggScilla Grimble Tel: +44 (0) 20 7567 8000 This announcement does not constitute or form part of an offer to sell or thesolicitation of an offer to subscribe for or buy any security, nor is it asolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issuance or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. The Offer is made solely bymeans of the Offer Document and the Form of Acceptance, which contain the fullterms and conditions of the Offer, including details of how it may be accepted. UBS is acting exclusively for HMV Group and no one else in connection with theOffer and will not be responsible to anyone other than HMV Group for providingthe protections afforded to clients of UBS nor for providing advice in relationto the Offer, the content of this announcement or any other matter referred toherein. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. The Offer (unless otherwise determined by HMV Group and permitted by applicablelaw and regulation) will not be made, directly or indirectly, in or into, or bythe use of mails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national, state or other securities exchange of, Australia,Canada, Japan or the United States and the Offer will not be capable ofacceptance by any such use, means, instrumentality or facilities. Copies of thisannouncement and any formal documentation relating to the Offer are not being,and must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in or into or from Australia, Canada, Japan or the UnitedStates and will not be capable of acceptance by any such use, instrumentality orfacility within Australia, Canada, Japan or the United States and personsseeking such documents (including custodians, nominees and trustees) must notmail or otherwise forward, distribute or send it in or into or from Australia,Canada, Japan or the United States. The ability of Ottakar's Shareholders who are not resident in the United Kingdomto accept the Offer may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable requirements. This information is provided by RNS The company news service from the London Stock Exchange