SuperGroup Regulatory News (SGP)

14 Aug 2007 15:39

Centenary Music Holdings Limited14 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 - Compulsory acquisition of shares Compulsory acquisition of shares 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"). On 2 August 2007, the Offer was declared unconditional in allrespects. The Board of Centenary announces that, as at 3.00 p.m. on 13 August 2007, it hadreceived valid acceptances in respect of or otherwise acquired 205,543,508Sanctuary Shares, representing 92.41 per cent. in value of the Sanctuary Sharesto which the Offer relates and not less than 92.41 per cent of the voting rightscarried by these shares. Accordingly, pursuant to the provisions of sections 974 to 989 (inclusive) ofthe Companies Act 2006 (the "Act"), Centenary has despatched compulsoryacquisition notices under section 979 of the Act to the holders of SanctuaryShares who have not yet accepted the Offer. The transfer of the compulsorilyacquired Sanctuary Shares is expected to take place on or after 25 September2007. De-listing In the announcement dated 2 August 2007, Centenary announced that it wouldprocure that Sanctuary makes applications to the UK Listing Authority to cancelthe listing of Sanctuary Shares from the Official List and to cancel admissionto trading in Sanctuary Shares on the London Stock Exchange's market for listedsecurities. Delisting will significantly reduce the liquidity and marketabilityof any Sanctuary Shares not acquired under the Offer at that time. It is anticipated that the cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange's market for listed securitieswill take effect on 31 August 2007. 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. Consideration will be despatched to Sanctuary Shareholders who validly acceptthe Offer within 14 days of receipt of an acceptance valid in all respects. 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