SuperGroup Regulatory News (SGP)

13 Jul 2007 07:00

Centenary Music Holdings Limited13 July 2007 13 July 2007 Not for release, publication or distribution, in whole or in part, directly orindirectly, in or into or from the United States, Canada, Australia, Japan orany jurisdiction where to do so would constitute a violation of the relevantlaws of such jurisdiction. Recommended Cash Offer for The Sanctuary Group plc ("Sanctuary") by Centenary Music Holdings Limited ("Centenary"), a member of the Universal Music Group ("Universal") Offer Update - Extension of Offer and Announcement of Level of Acceptances Introduction On 15 June 2007, Centenary announced the terms of a recommended cash offer toacquire the entire issued and to be issued share capital of Sanctuary (the"Offer"). The document setting out the full terms of the Offer (the "OfferDocument") was posted to Sanctuary Shareholders on 21 June 2007. Level of acceptances The Board of Centenary announces that as at 3.00 p.m. on 12 July 2007, being thefirst closing date of the Offer, valid acceptances of the Offer had beenreceived in respect of a total of 68,628,482 Sanctuary Shares representing 30.88per cent. of the issued share capital of Sanctuary. Accordingly, the Offer has now been extended and will remain open for acceptanceuntil 3.00 p.m. on 26 July 2007. Any further extensions of the Offer will bepublicly announced by 8.00 a.m. on the business day following the day on whichthe Offer was otherwise due to expire. Prior to announcing the Offer, Centenary obtained irrevocable undertakings toaccept, or procure the acceptance of, the Offer from those Sanctuary Directorswho have Sanctuary Shares or options over Sanctuary Shares, being one SanctuaryDirector who holds 78 Sanctuary Shares and one Sanctuary Director who holds237,624 options over Sanctuary Shares. In addition, Centenary also obtained anirrevocable undertaking from a Sanctuary Shareholder to accept the Offer inrespect of 17,750,000 Sanctuary Shares, representing approximately 7.99 percent. of the existing issued ordinary share capital of Sanctuary. Validacceptances for the 17,750,078 Sanctuary Shares received pursuant to thoseirrevocable undertakings relating to issued Sanctuary Shares are included in thetotal number of valid acceptances referred to above. The irrevocable undertakingrelating to the 237,624 options over Sanctuary Shares will be accepted once theOffer is declared wholly unconditional pursuant to the terms of the irrevocableundertaking. Centenary also obtained a letter of intent from a Sanctuary Shareholder toaccept the Offer in respect of 9,804,875 Sanctuary Shares, representingapproximately 4.41 per cent. of the existing issued ordinary share capital ofSanctuary. Valid acceptances, received pursuant to this letter of intent, inrespect of 4,317,205 Sanctuary Shares are included in the total number of validacceptances referred to above. The remaining 5,487,670 Sanctuary Shares held bythis Sanctuary Shareholder were not available to accept the Offer pursuant tothis letter of intent and, as such, are not included in the total above. ThisSanctuary Shareholder has informed Centenary that it is still its intention toaccept the Offer in respect of its full shareholding pursuant to this letter ofintent, and will do so as soon as practicable. Finally, Centenary has received regulatory clearance in Germany, Australia andthe US and therefore conditions (d), (g) and (h) contained in Part A of Appendix1 of the Offer Document have been satisfied. Save as disclosed in this announcement, neither Centenary, Universal nor Vivendinor any person acting in concert with it for the purpose of the Offer, has aninterest in (or a right to subscribe for or any short positions (whetherconditional or absolute and whether in the money or otherwise), including anyshort positions under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery inrespect of) or has borrowed or lent any Sanctuary Shares during the OfferPeriod. Extension of the Offer and further acceptance of the Offer The Offer has been extended and will remain open for acceptance until 3.00 p.m.on 26 July 2007. Any further extensions of the Offer will be publicly announcedby 8.00 a.m. on the business day following the day on which the Offer wasotherwise due to expire. If you hold Sanctuary Shares in certificated form (that is, not in CREST), toaccept the Offer you should complete, sign and return the Form of Acceptance inaccordance with the instructions set out in the Offer Document and on the Formof Acceptance as soon as possible and, in any event, so as to be received byComputershare Investor Services PLC by no later than 3.00 p.m. on 26 July 2007. If you hold Sanctuary Shares in uncertificated form (that is, in CREST), toaccept the Offer, you should do so electronically through CREST in accordancewith the instructions set out in the Offer Document so that the TTE Instructionsettles by no later than 3.00 p.m. on 26 July 2007. If you hold Sanctuary Sharesas a CREST sponsored member, you should refer to your CREST sponsor as only yourCREST sponsor will be able to send the necessary TTE Instruction to CRESTCo inrelation to your Sanctuary Shares. Copies of the Offer Document and the Form of Acceptance will be available forinspection and collection (during normal business hours only) from ComputershareInvestor Services PLC at PO BOX 859, The Pavilions, Bridgwater Road, Bristol,BS99 1XZ and Computershare Investor Services PLC, 2nd Floor Vintners Place, 68Upper Thames Street, London EC4V 3BJ until the Offer closes. All times referred to in this announcement are London times. Terms defined in the Offer Document have the same meanings in this announcement. Enquiries: BNP Paribas (lead financial adviser to Universal and Centenary)Paul Staples Tel: +44 20 7595 2000Eric JacquemotJeremy Erlich Hoare Govett (financial adviser and corporate broker to Universal and Centenary)Lee Morton Tel: +44 20 7678 8000Justin JonesNeil CollingridgeRichard Crichton Finsbury (PR adviser to Universal and Centenary)Rollo Head Tel: +44 20 7251 3801Rupert YoungerRyan O'Keeffe This announcement does not constitute an offer or invitation to sell or purchaseany securities or the solicitation of an offer to buy any securities, pursuantto the Offer or otherwise. The Offer is being made solely by means of the OfferDocument and, in the case of certificated Sanctuary Shares, the Form ofAcceptance accompanying the Offer Document, which contains the full terms andconditions of the Offer including details of how it may be accepted. SanctuaryShareholders are advised to read carefully the Offer Document and Form ofAcceptance in relation to the Offer. BNP Paribas, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Universal and Centenaryand no-one else in relation to the Offer and will not be responsible to anyoneother than Universal and Centenary for providing the protections afforded tocustomers of BNP Paribas nor for providing advice in relation to the Offer orany matter referred to in this announcement. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Universal and Centenaryand no-one else in relation to the Offer and will not be responsible to anyoneother than Universal and Centenary for providing the protections afforded tocustomers of Hoare Govett nor for providing advice in relation to the Offer orany matter referred to in this announcement. The Directors of Centenary and the members of the Vivendi board acceptresponsibility for the information contained in this announcement and, to thebest of their knowledge and belief (having taken all reasonable care to ensurethat such is the case), the information contained in this announcement is inaccordance with the facts and does not omit anything likely to affect the importof such information. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws and/or regulations of jurisdictions outside the UK. The availability of the Offer to Sanctuary Shareholders who are not resident inand citizens of the United Kingdom may be affected by the laws of the relevantjurisdiction in which they are located or of which they are citizens. SanctuaryShareholders who are not resident in or citizens of the United Kingdom, or whoare subject to the laws of any jurisdiction other than the United Kingdom,should inform themselves about and observe any applicable legal or regulatoryrequirements of their jurisdictions. Further details in relation to OverseasShareholders will be contained in the Offer Document. The release, publication or distribution of this announcement in jurisdictionsother than the UK may be restricted by law and/or regulation and therefore anypersons who are subject to the laws and regulations of any jurisdiction otherthan the UK should inform themselves about, and observe, any applicablerequirements. Unless otherwise determined by Centenary and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails of, or by any means or instrumentality (including,without limitation, by mail, telephonically or electronically by way of internetor otherwise) of interstate or foreign commerce of, or by any facilities of anational, state or other securities exchange of, the United States, Canada,Australia, Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction, and the Offer may not beaccepted by any other such use, means, instrumentality or facility from orwithin the United States, Canada, Australia, Japan or any such jurisdiction anddoing so may render invalid any purported acceptance of the Offer. Accordingly,unless otherwise determined by Centenary and permitted by applicable law andregulation, copies of this announcement and any other documents related to theOffer are not being, and must not be, mailed or otherwise forwarded, distributedor sent in or into the United States, Canada, Australia, Japan or any such otherjurisdiction. All persons receiving this announcement (including, withoutlimitation, custodians, nominees and trustees) should observe these restrictionsand any applicable legal or regulatory requirements of their jurisdiction andmust not mail or otherwise forward, send or distribute this announcement in,into or from the United States, Canada, Australia, Japan or any other suchjurisdiction. This information is provided by RNS The company news service from the London Stock Exchange