Hmv Group Regulatory News (HMV)

HMV Group plc

26 July 21012

HMV GROUP PLC (the "Company")

Circular to Shareholders and Notice of General Meeting

The Company will tomorrow post a circular and a Notice of General Meeting to Shareholders which contains details of a proposed transfer of listing category on the Official List from premium to standard.

Copies of the circular will be submitted to the National Storage Mechanism and will shortly be made available for viewing online at the following website address: www.hemscott.com/nsm.do

Capitalised terms used but not defined herein shall have the meanings ascribed to them in the circular.

The General Meeting will be held at the offices of Simmons & Simmons LLP, Citypoint, One Ropemaker Street, London EC2Y 9SS on Wednesday, 15 August 2012 at 9.00 a.m.

Background

Shareholders will be asked to vote on the proposed transfer of the Ordinary Shares out of the category of a "premium listing" on the Official List and into the category of a "standard listing" on the Official List (the "Proposed Transfer").

The Company announced the disposal of the Hammersmith Apollo Limited on 31 May 2012, which was approved by the Company's shareholders on 10 July 2012, and which is expected to complete by the end of August 2012. The strategic review of the remaining Live Business is ongoing and the Company is currently in preliminary discussions regarding potential options for its disposal. In order to implement any disposal, which may be effected through one or more transactions, it has become clear that the Company requires an appropriate degree of regulatory flexibility which enables these disposals to be made in a timely and cost effective manner.

Transfer to standard listing

Currently, the Company, as a premium listed company, is subject to the "super-equivalent" provisions of the Listing Rules. Consequently it is currently required to seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party. As a standard listed company, these restrictions would not apply to HMV and the Proposed Transfer will enable the Company to implement any disposals associated with the strategic review of the remaining Live Business in a shorter timescale and at lower expense, and without the need to seek shareholder approval in respect of such disposals.

Accordingly, after careful consideration and analysis of the various listing regimes available to the Company, the Board has concluded that it is appropriate to transfer the listing of the Ordinary Shares of the Company from the category of "premium listing" to the category of "standard listing" under the Listing Rules. The Board believes this transfer will facilitate a more cost efficient and timely strategic review of the Live Business and reduce administrative costs generally. Furthermore, the Board wishes to align its regulatory responsibilities and the associated costs thereof with the Company's size.

Under the Listing Rules, the Proposed Transfer requires the Company to obtain the prior approval of a resolution for such transfer from not less than 75 per cent. of Shareholders who vote in person or by proxy at a general meeting.

The transfer to standard listing will not affect the way in which Shareholders buy or sell Ordinary Shares and, following the transfer, existing share certificates in issue in respect of Ordinary Shares will remain valid.

Recommendation

The Board considers that the Proposed Transfer is in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own holdings.

Expected timetable of principal events

Copies of the circular, including the Notice of the General Meeting, will be available from the Company's website at www.hmvgroup.com.

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