Hmv Group Regulatory News (HMV)

9 Mar 2006 17:36

HMV Group PLC09 March 2006 9 March 2006For immediate release HMV Group plc ("HMV Group") Statement re Offer Proposal Further to today's press speculation, HMV Group confirms it has received arevised conditional proposal regarding a possible offer for the Group at 210pence per ordinary share in cash from Permira Advisers Limited ("Permira"). The Board of HMV Group is currently considering the revised conditional proposaland a further announcement will be made in due course. There can be no certaintythat an offer will be made nor as to the terms on which any offer might be made.The announcement has not been made with the approval of Permira. PRESS ENQUIRIES HMV 01628 818 300Paul Barker Citigroup 020 7986 4000Ian HartAndrew Seaton UBS 020 7567 8000Aidan CleggClive Beattie Brunswick 020 7404 5959Susan GilchristWilliam Cullum Citigroup Global Markets Limited ('Citigroup') is acting for HMV Group andno-one else in relation to the approach referred to in this announcement andwill not be responsible to anyone other than HMV Group for providing theprotections afforded to customers of Citigroup or for giving advice in relationto this approach. UBS Limited ('UBS'), which is regulated in the United Kingdom by the FinancialServices Authority, is acting for HMV Group in connection with the approachreferred to in this announcement and no-one else and will not be responsible toanyone other than HMV Group for providing the protections offered to clients ofUBS Limited nor for providing advice in relation to this approach. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of HMV Group, all "dealings" inany "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of HMV Group, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of HMV Group by HMV Group or Permira or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel." This information is provided by RNS The company news service from the London Stock Exchange