Hmv Group Regulatory News (HMV)

9 Jun 2006 16:30

HMV Group PLC09 June 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 9 June 2006 Recommended Cash Offer by HMV Group plc (acting through its wholly-owned subsidiary Waterstone's Booksellers Limited) to acquire the Ordinary Shares of 5 pence each of Ottakar's plc not already owned by HMV Group plc Offer Documentation Posted Further to its announcement on 31 May 2006 of the terms of a recommended cashoffer to be made by HMV Group (acting through its wholly-owned subsidiaryWaterstone's Booksellers Limited) for the entire issued and to be issued sharecapital of Ottakar's (the "Offer") not already owned by HMV Group, HMV Group ispleased to announce that the Offer Documentation containing the full terms andconditions of the Offer was posted to Ottakar's Shareholders and, forinformation only, to participants in the Ottakar's Share Option Schemes (otherthan to persons with registered addresses in Restricted Jurisdictions) on 9 June2006. Copies of the Offer Document are available for inspection or collection, duringnormal business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) from Capita Registrars, Corporate Actions, The Registry, 34 BeckenhamRoad, Beckenham, Kent, BR3 4TU and will shortly be available on HMV Group'swebsite, www.hmvgroup.com. Acceptances should be received not later than 1:00 p.m. (London time) on 30 June2006. Terms defined in the Offer Document shall have the same meaning in thisannouncement. ENQUIRIES HMV GroupAlan Giles Tel: + 44 (0) 1628 818 355Neil BrightPaul Barker UBS Investment Bank (financial adviser and joint broker to HMV Group)Aidan Clegg Tel: +44 (0) 20 7567 8000Scilla Grimble Brunswick (PR adviser to HMV Group)Susan Gilchrist Tel: + 44 (0) 20 7404 5959William CullumEilis Murphy 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. Copies of this announcement and any formal documentation relating to the Offerare not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in or into or from Australia, Canada, Japan orthe United States and will not be capable of acceptance by any such use,instrumentality or facility within Australia, Canada, Japan or the United Statesand persons seeking such documents (including custodians, nominees and trustees)must not mail or otherwise forward, distribute or send it in or into or fromAustralia, Canada, Japan or the United States. The Offer, including the LoanNote Alternative, (unless otherwise determined by HMV Group and permitted byapplicable law and regulation), will not be made, directly or indirectly, in orinto, or by the use of mails or any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facility of a national, state or other securities exchange of,Australia, Canada, Japan or the United States and the Offer will not be capableof acceptance by any such use, means, instrumentality or facilities. 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. The Loan Notes that may be issued pursuant to the Loan Note Alternative will notbe transferable and have not been and will not be listed on any stock exchangeand have not been, and will not be, registered under the US Securities Act orunder the securities laws of any jurisdiction of the United States nor have therelevant clearances been, nor will they be, nor have any steps been taken, norwill any steps be taken, to enable the Loan Notes to be offered in compliancewith applicable securities laws of Canada, Australia or Japan (or any provinceor territory thereof, if applicable) or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws in such jurisdiction. Accordingly,the Loan Notes may not be offered, sold, resold or delivered, directly orindirectly, in, into or from the United States (or to US Persons, as defined inRule 902 of Regulation S under the US Securities Act), Canada, Australia orJapan (or to any residents thereof) or any other jurisdiction (or to residentsin that jurisdiction) if to do so would constitute a violation of the relevantlaws in such jurisdiction. Neither the US Securities and Exchange Commission norany US state securities commission has approved or disapproved of the LoanNotes, or determined if this document is accurate or complete. Anyrepresentation to the contrary is a criminal offence. This information is provided by RNS The company news service from the London Stock Exchange