Hmv Group Regulatory News (HMV)

1 Nov 2005 07:01

HMV Group PLC01 November 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 01 November 2005 RECOMMENDED CASH OFFER by UBS INVESTMENT BANK on behalf of 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 LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER 1. Level of acceptances HMV Group plc announces that as at 3.00 p.m. (London time) on 31 October 2005,the second closing date of the Offer, valid acceptances had been received inrespect of 12,280,253 Ottakar's Shares, representing approximately 55.81 percent. of Ottakar's issued ordinary share capital. Valid elections for the LoanNote Alternative had been received in respect of 283,277 Ottakar's Shares,representing approximately 1.28 per cent. of the entire issued share capital ofOttakar's. The issued share capital is now 22,003,015 following the allotment ofshares to satisfy share options which have recently been exercised. During the Offer Period and prior to the announcement of the Offer on 8September 2005, HMV Group received undertakings to accept the Offer in respectof a total of 6,572,830 Ottakar's Shares, representing approximately 29.86 percent. of the issued share capital of Ottakar's. Valid acceptances of the Offerhave been received in respect of 6,572,830 of these Ottakar's Shares,representing approximately 29.86 per cent. of Ottakar's issued share capital. As at 3.00 p.m. (London time) on 31 October 2005, valid acceptances had beenreceived pursuant to the undertaking to accept the Offer from FramlingtonInvestment Management Limited, in its capacity as discretionary fund manager, inrespect of 2,981,315 Ottakar's Shares, representing approximately 13.55 percent. of Ottakar's issued share capital. As at 3.00 p.m. (London time) on 31 October 2005, valid acceptances had beenreceived pursuant to the undertaking to accept the Offer from Morley FundManagement Limited, in its capacity as discretionary fund manager, in respect of3,591,515 Ottakar's Shares, representing approximately 16.31 per cent. ofOttakar's issued share capital. Dealings for value in Ottakar's Shares by HMV Group and persons acting or deemedto be acting in concert with HMV Group during the period commencing on 16 August2005 and ending on 31 October 2005 were as follows: Party Date Transaction Number of Ottakar's Price (pence) SharesHMV Group 08 September 2005 Bought 1,250,100 440HMV Group 09 September 2005 Bought 464,466 440HMV Group 26 September 2005 Bought 285,000 440HMV Group 30 September 2005 Bought 113,427 440HMV Group 05 October 2005 Bought 77,626 440 The 2,190,619 Ottakar's Shares so acquired by HMV Group represent approximately9.95 per cent. of Ottakar's issued share capital. Accordingly, as at 3.00 p.m. (London time) on 31 October 2005, HMV Group intotal owned or had received valid acceptances in respect of 14,470,872 Ottakar'sShares representing approximately 65.76 per cent. of Ottakar's issued sharecapital. Neither HMV Group nor any person acting or deemed to be acting in concert withHMV Group held any Ottakar's Shares (or rights over Ottakar's Shares)immediately prior to the Offer Period and neither HMV Group nor any personacting or deemed to be acting in concert with HMV Group has acquired or agreedto acquire any Ottakar's Shares (or rights over Ottakar's Shares) since thecommencement of the Offer Period (save as disclosed above and in the documentdated 19 September 2005 pursuant to which the Offer was made (the "OfferDocument")). 2. Extension of the Offer The Offer, which remains subject to the terms and conditions set out in theOffer Document, is being extended for 18 days and will remain open foracceptance until the final closing date which will be 1.00 p.m. on 18 November2005. Any further extensions of the Offer will be at the discretion of thePanel. For Ottakar's Shares held in certificated form, Forms of Acceptance should becompleted, signed and returned in accordance with instructions set out in theOffer Document and in the Form of Acceptance, so as to be received as soon aspossible and, in any event, no later than 1.00 p.m. on 18 November 2005. ForOttakar's Shares held in uncertificated form, an Electronic Acceptance should bemade in accordance with instructions set out in the Offer Document so thatsettlement is no later than 1.00 p.m. on 18 November 2005. Terms used in this announcement shall have the meaning given to them in theOffer Document. 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 8000Clive BeattieScilla Grimble This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. UBS Investment Bank is acting exclusively for HMV Group and no one else inconnection with the Offer and will not be responsible to anyone other than HMVGroup for providing the protections afforded to clients of UBS Investment Banknor for providing advice in relation to the Offer, the content of thisannouncement or any other matter referred to herein. 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 (unless otherwisedetermined by HMV Group and permitted by applicable law and regulation), willnot be made, directly or indirectly, in or into, or by the use of mails or anymeans or instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facility of anational, state or other securities exchange of Australia, Canada, Japan or theUnited States and the Offer will not be capable of acceptance by any such use,means, instrumentality or facility. 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