SuperGroup Regulatory News (SGP)

2 Aug 2007 18:01

Centenary Music Holdings Limited02 August 2007 2 August 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 - Offer Declared Wholly Unconditional 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 is pleased to announce that as at 3.00 p.m. on 2 August2007, being the third closing date of the Offer, valid acceptances of the Offerhad been received in respect of a total of 134,252,742 Sanctuary Sharesrepresenting 60.4 per cent. of the issued share capital of Sanctuary. On 16 July 2007 Centenary acquired 1,884,901 Sanctuary Shares, representingapproximately 0.8 per cent. of the issued share capital of Sanctuary and on 19July 2007 Centenary acquired a further 13,446,853 Sanctuary Shares, representingapproximately 6.1 per cent. of the issued share capital of Sanctuary.Subsequently, on 27 July 2007, Centenary acquired a further 49,983,038 SanctuaryShares, representing 22.5% of the issued share capital of Sanctuary. Thesepurchases (made at or below the Offer Price) represent, in aggregate, 65,314,792Sanctuary Shares, representing 29.4 per cent. of the issued share capital ofSanctuary. Accordingly, as at 3.00 p.m. on 2 August 2007, Centenary has received validacceptances, or has acquired, in aggregate, 199,567,534 Sanctuary Shares,representing approximately 89.8 per cent. of the issued share capital ofSanctuary. Furthermore, on 2 August 2007, Centenary acquired a further 410,000 SanctuaryShares, representing 0.2% of the issued share capital of Sanctuary. In accordance with the conditions of the Offer, Centenary has waived therequirement to receive acceptances in respect of not less than 90 per cent innominal value of the Sanctuary Shares to which the Offer relates (and not lessthan 90 per cent of the voting rights carried by those shares) and has decidedto declare the Offer unconditional as to acceptances having received acceptancesin respect of Sanctuary Shares carrying, in aggregate, more than 50 per cent ofthe voting rights normally exercisable at a general meeting of Sanctuary.Accordingly, the Offer has become unconditional as to acceptances and, as theother conditions relating to the Offer having been satisfied or waived, theBoard of Centenary is delighted to declare the Offer wholly unconditional. The Offer will remain open for acceptance until further notice. At least 14days' notice will be given by an announcement before the Offer is closed.Sanctuary Shareholders who have not already accepted the Offer should completeand return their forms of acceptance as soon as possible. Lucian Grainge, Chairman and CEO of Universal Music International, said: "Doug Morris (Chairman & CEO, Universal Music Group) and I are delighted that wenow hold over 90% of Sanctuary Group shares. Following UMG's acquisition of BMGMusic Publishing earlier this year, this deal represents another important stepin the diversification of our business and in providing even more integratedservices to our artists and songwriters. Doug and I would also like to take this opportunity to welcome the artists,songwriters, management and employees of Sanctuary Group to Universal MusicGroup. The sector is undergoing a number of changes at this time and together,we believe that UMG is uniquely positioned to take advantage of the manyopportunities emerging in the marketplace. We look forward to further developingthe Sanctuary brands by leveraging Universal's industry expertise andmarket-leading relationships." 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 assented into theOffer now that it has been declared wholly unconditional pursuant to the termsof the irrevocable undertaking. 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 6,966,745 Sanctuary Shares are included in the total number of validacceptances referred to above. As a result of stock lending activity, it isunclear whether or not acceptances relating to some or all of the remaining2,838,130 Sanctuary Shares held by this Sanctuary Shareholder have beentendered. This Sanctuary Shareholder has informed Centenary that it is still itsintention to accept the Offer in respect of its full shareholding pursuant tothis letter of intent, and will do so as soon as practicable. 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. Consideration Settlement of the consideration due under the Offer is expected to be dispatchedeither on or before 16 August 2007 to Sanctuary Shareholders who have validlyaccepted the Offer on or before 3.00 p.m. on 2 August 2007. Thereafter,consideration will be dispatched to Sanctuary Shareholders who validly acceptthe Offer after 3.00 p.m. on 2 August 2008 within 14 days of receipt of anacceptance valid in all respects. De-listing and compulsory acquisition of Sanctuary shares As anticipated in the Offer Document, as and when Centenary has receivedacceptances under the Offer in respect of, or otherwise acquired, 90 per cent.or more of the issued share capital of Sanctuary, Centenary intends to exerciseits rights pursuant to the provisions of sections 974 to 989 (inclusive) of theCompanies Act 2006 to acquire compulsorily the remaining Sanctuary Shares, inrespect of which the Offer has not been accepted, in each case on the same termsas the Offer, and a further announcement will be made in relation to thedespatch of compulsory acquisition notices in due course. Notice is also given that, following the Offer being declared unconditional inall respects Centenary will now procure that Sanctuary makes applications to theUK Listing Authority to cancel the listing of Sanctuary Shares from the OfficialList and to cancel admission to trading in Sanctuary Shares on the London StockExchange's market for listed securities. Delisting will significantly reduce theliquidity and marketability of any Sanctuary Shares not acquired under the Offerat that time. It is anticipated that the cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange will take effect on 31 August2007. It is currently intended that, following the cancellation of the listing of theSanctuary Shares on the Official List and the cancellation of admission totrading in Sanctuary Shares on the London Stock Exchange's market for listedsecurities, Sanctuary will be re-registered as a private company under therelevant provisions of the Companies Act 1985. Further acceptance of the Offer The Board of Centenary announces that the Offer will remain open until furthernotice. At least 14 days' notice will be given by an announcement before theOffer is closed. 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. 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 If you hold Sanctuary Shares as aCREST 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, 2nd Floor Vintners Place, 68 Upper Thames Street, LondonEC4V 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)Justin Jones Tel: +44 20 7678 8000Neil 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