Hmv Group Regulatory News (HMV)

15 Jan 2010 18:03



HMV Group plc

For immediate release

15 January 2010 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

BY

HMV GROUP PLC

FOR

MAMA GROUP PLC

Posting of Offer Documentation

Further to the announcement made on 23 December 2009, HMV Group plc ("HMV") announces that the document containing the full terms and conditions of the Offer being made by HMV (the "Offer Document") has been posted to MAMA Shareholders today, together with the Form of Acceptance.

The first closing date of the Offer is 3.00 p.m. on 5 February 2010.

HMV is currently interested in 79,750,000 MAMA Shares, representing 9.9 per cent. of MAMA's existing issued share capital. In addition, HMV has received irrevocable undertakings to accept the Offer from the Directors of MAMA (other than Christopher Pennie who does not hold any MAMA Shares) in respect of their own entire beneficial holdings amounting to, in aggregate, 71,720,270 MAMA Shares (representing approximately 8.9 per cent. of the issued share capital of MAMA). Certain other shareholders of MAMA have entered into irrevocable undertakings to accept the Offer in respect of 121,494,126 MAMA Shares beneficially owned by them, representing approximately 15 per cent. of the issued share capital of MAMA. Further information on the irrevocable undertakings described above is available in paragraph 6 of Part 1 of the Offer Document.

If you hold your MAMA Shares, or any of them, in certificated form (that is, not in CREST), to accept the Offer in respect of those MAMA Shares you should complete, sign and return the Form of Acceptance, accompanied by valid share certificates or other documents of title, as soon as possible and, in any event, so as to be received by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 3.00 p.m. on 5 February 2010.

If you hold your MAMA Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those MAMA Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, no later than 3.00 p.m. on 5 February 2010. If you hold MAMA Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST.

Terms defined in the Offer Document shall have the same meanings in this announcement.

A copy of the Offer Document will be available for inspection at the offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS and also on HMV's website at www.hmv.com/investors/.

Enquiries

HMV Group plc Telephone: 01628 818 300

Paul Barker

Nomura (financial adviser and broker to HMV) Telephone: 020 7102 1000

Aidan Clegg

Peter Bell

Ed Matthews (Corporate Broking)

Citi (broker to HMV) Telephone: 020 7986 4000

Andrew Seaton

Brunswick (public relations adviser to HMV) Telephone: 020 7404 5959

Susan Gilchrist

Laura Cummings

Saadia Saeed

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Nomura, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and broker to HMV and no one else in connection with the contents of this announcement and the Offer and will not be responsible to any person other than HMV for providing the protections afforded to clients of Nomura, nor for providing advice in relation to the Offer or any matters referred to herein.

Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as broker exclusively for HMV and no one else in connection with the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than HMV for providing the protections afforded to clients of Citi nor for providing advice in relation to the matters described in this announcement.

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities exchange of, the United States, Australia or Japan and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Australia or Japan. Accordingly, neither this announcement, the Offer Document nor the Form of Acceptance is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. All MAMA Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement, the Offer Document and/or the Form of Acceptance to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer is capable of acceptance only by persons outside the United States. Offering materials with respect to this Offer are not to be, and may not be, distributed in or sent to the United States and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States. Any tenders received from persons resident in the United States or with United States mailing addresses will be rejected.