15 Jun 2007 07:02
Centenary Music Holdings Limited15 June 2007 Press Release Part 1 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. 15 June 2007 Recommended Cash Offer for The Sanctuary Group plc ("Sanctuary") by Centenary Music Holdings Limited ("Centenary"), a member of the Universal Music Group ("Universal") Summary • The Boards of Universal, Centenary and Sanctuary are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Centenary for the entire issued and to be issued ordinary share capital of Sanctuary. Centenary is a wholly-owned subsidiary of Universal, which in turn is a wholly-owned subsidiary of Vivendi S.A. • The Offer will be 20 pence in cash for each Sanctuary Share and values the existing issued and to be issued share capital of Sanctuary at approximately £44.5 million. • Sanctuary is an international music group, encompassing recorded products, merchandising and artist services (including artist management and live agency). • Sanctuary represents an attractive opportunity for Universal, consistent with its strategy of providing high quality recorded music through a variety of delivery formats to its increasingly international audiences, and of broadening the scope of its operations to build a diversified music entertainment company. • The Offer Price of 20 pence per Sanctuary Share represents: - a premium of approximately 77.8 per cent. to the Closing Price of 11.25 pence per Sanctuary Share on 17 May 2007, the last Business Day prior to Sanctuary's announcement that it had received approaches that may or may not lead to an offer for Sanctuary; - a premium of approximately 59.2 per cent. to the average Closing Price of 12.56 pence per Sanctuary Share for the 3 months prior to 17 May 2007, the last Business Day before the commencement of the Offer Period; and - an enterprise value for Sanctuary (including net debt of approximately £59.8 million as at 31 March 2007) of approximately £104.3 million, which represents a multiple of approximately 0.8 times Sanctuary's revenue for the year ended 30 September 2006. • The Directors of Sanctuary, who have been so advised by Deloitte Corporate Finance, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Directors of Sanctuary, Deloitte Corporate Finance has taken into account the commercial assessments of the Directors of Sanctuary. • Accordingly, the Directors of Sanctuary intend to recommend unanimously that Sanctuary Shareholders accept the Offer as those Sanctuary Directors who have Sanctuary Shares or options over Sanctuary Shares have irrevocably undertaken to do in respect of their own beneficial holdings. • Centenary has received an irrevocable undertaking from a Sanctuary Shareholder to accept the Offer in respect of 17,750,000 Sanctuary Shares, representing approximately 7.99 per cent. of the existing issued ordinary share capital of Sanctuary. • In addition, a letter of intent has been received from a Sanctuary Shareholder to accept the Offer in respect of 9,804,875 Sanctuary Shares, representing approximately 4.41 per cent. of the existing issued ordinary share capital of Sanctuary. • Centenary has therefore received irrevocable undertakings and a letter of intent to accept the Offer in respect of 27,554,953 Sanctuary Shares in aggregate, representing approximately 12.40 per cent. of the existing issued ordinary share capital of Sanctuary. • Further information on the terms and conditions of the Offer are set out in Appendix I of this announcement and will be set out in the Offer Document, which Centenary expects to post to Sanctuary Shareholders as soon as practicable although the Offer is not being made directly or indirectly in or into the United States, Canada, Australia or Japan. Commenting on the Offer, Doug Morris, Chairman and CEO of Universal said: "We are delighted with today's announcement as this transaction represents animportant step forward for both Sanctuary and Universal. The Sanctuary businesswill be a good strategic fit for us, and our objective over the coming months isfor Lucian Grainge (Chairman and CEO, Universal Music Group International) andhis team to work with Frank Presland and the Sanctuary management team, andtheir artists. We have a great opportunity to strengthen and advance Sanctuary'sposition as a significant player in artist management, agency and merchandising,as consumers' appetite for music grows worldwide. The union with Universal'sglobal strength and leadership will further develop Sanctuary and its talent onthe international music stage." Commenting on the Offer, Robert Ayling, Chairman of Sanctuary said: "The past few years have proved to be a very difficult time for Sanctuary and avery disappointing one for its shareholders. Much progress has been made underthe new Board in the past twelve months. However, growth and profitability willcontinue to be hampered by the Sanctuary Group's present capital structure andby industry factors. Therefore, we intend to recommend this offer fromCentenary, which represents a significant premium to the level at which theshares have traded for much of 2007. Moreover, the Sanctuary and Universalbusinesses are highly complementary and Centenary's acquisition of Sanctuary canallow the Sanctuary business to benefit from the already well-establishedrelationships between Sanctuary and Universal and from a more supportive capitalstructure, which is in the future interests of artists and employees." This summary should be read in conjunction with the full text of the attachedannouncement. Appendix I contains the conditions and certain further terms ofthe Offer. Appendix II contains sources and bases of certain information used inthis summary announcement and the following announcement. Appendix III containsdefinitions of certain expressions used in this summary announcement and thefollowing announcement. Enquiries: Universal / CentenaryBoyd Muir Tel: +44 20 7471 5000Peter LofrumentoAdam White 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 SanctuaryRobert Ayling Tel: +44 20 7602 6351Frank Presland Deloitte Corporate Finance (financial adviser to Sanctuary)Jonathan Hinton Tel: +44 20 7936 3000Leonie Grimes Evolution Securities (broker to Sanctuary)Stuart AndrewsChris Sim Tel: +44 20 7071 4300 Brunswick (PR adviser to Sanctuary)James Hogan Tel: +44 20 7404 5959Craig BrehenyAsh Spiegelberg Terms used in this summary but not defined herein shall have the meaning givento them in the full text of the announcement. This announcement is not intended to and does not constitute, or form part of,an offer or invitation to sell or purchase any securities or the solicitation ofan offer to buy any securities pursuant to the Offer or otherwise. The Offerwill be made solely by means of the Offer Document and, in the case ofcertificated Sanctuary Shares, the Form of Acceptance accompanying the OfferDocument, which will contain the full terms and conditions of the Offerincluding details of how it may be accepted. Any acceptance or other response tothe Offer should be made only on the basis of the terms and conditions of theOffer and the information contained in the Offer Document and, in the case ofcertificated Sanctuary Shares, the Form of Acceptance. The Offer Document andthe Form of Acceptance will be posted to Sanctuary Shareholders (other thanthose in a Restricted Jurisdiction) as soon as practicable following the issueof this announcement. The Vivendi Board and the Centenary Directors accept responsibility for theinformation contained in this announcement, other than that relating to therecommendation of the Offer by the Sanctuary Directors including theirassociated views, opinions and recommendations and the information relating tothe Wider Sanctuary Group including that set out in Sanctuary's current tradingand outlook paragraph, the Sanctuary Directors and members of their immediatefamilies, related trusts and persons connected with them. To the best of theknowledge and belief of the Vivendi Board and the Centenary Directors (who havetaken all reasonable care to ensure this is the case), the information containedin this announcement for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. 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. Deloitte Corporate Finance is acting for Sanctuary and for no-one else inconnection with the Offer and will not regard any other person as its client norbe responsible to anyone other than Sanctuary for providing the protectionsafforded to clients of Deloitte Corporate Finance nor for providing advice inrelation to the Offer or any matter referred to in this announcement. DeloitteCorporate Finance is a division of Deloitte & Touche LLP, which is authorisedand regulated by the Financial Services Authority in respect of regulatedactivities. Evolution Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Sanctuary and no-oneelse in relation to the Offer and will not be responsible to anyone other thanSanctuary for providing the protections afforded to customers of EvolutionSecurities nor for providing advice in relation to the Offer or any matterreferred to in this announcement. 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. In accordance with normal UK market practice, Centenary or any person acting onits behalf may from time to time make certain market or private purchases of,or arrangements to purchase, directly or indirectly, Sanctuary Shares other than pursuant to the Offer. Any information about such purchases will bepublicly announced as required by law or regulation in the UK. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningUniversal, Centenary and/or Sanctuary. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of theserisks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions andthe behaviours of other market participants, and therefore undue reliance shouldnot be placed on such statements. Each of Centenary, Universal and Sanctuaryassume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise,except as required pursuant to applicable law and regulation. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"City Code"), if any person is, or becomes, "interested" (directly orindirectly) in 1 per cent. or more of any class of "relevant securities" ofSanctuary, all "dealings" in any "relevant securities" of that company(including by means of an option in respect of, or a "derivative" referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Sanctuary, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Sanctuary by Centenary or by Sanctuary or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London 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 Panel's website at www.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, please contact an independentfinancial adviser authorised under the Financial Services and Markets Act 2000,consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panelon telephone number +44 (0)20 7382 9026; fax +44 (0)20 7638 1554. Press Release Part 2 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 other jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction. 15 June 2007 Recommended Cash Offer for The Sanctuary Group plc ("Sanctuary") by Centenary Music Holdings Limited ("Centenary"), a member of the Universal Music Group ("Universal") 1. Introduction The Boards of Universal, Centenary and Sanctuary are pleased to announce thatthey have reached agreement on the terms of a recommended cash offer to be madeby Centenary for the entire issued and to be issued ordinary share capital ofSanctuary. Centenary is a wholly-owned subsidiary of Universal, which in turn isa wholly-owned subsidiary of Vivendi S.A. 2. The Offer The Offer, which will be subject to the conditions and further terms set out inAppendix I to this announcement and to the further terms which will be set outin full in the Offer Document and, in the case of certificated Sanctuary Shares,the accompanying Form of Acceptance, will be made on the following basis: For each Sanctuary Share 20 pence in cash The Offer values the existing issued and to be issued share capital of Sanctuaryat approximately £44.5 million. • The Offer Price of 20 pence per Sanctuary Share represents: - a premium of approximately 77.8 per cent. to the Closing Price of 11.25 pence per Sanctuary Share on 17 May 2007, the last Business Day prior to Sanctuary's announcement that it had received approaches that may or may not lead to an offer for Sanctuary; - a premium of approximately 59.2 per cent. to the average Closing Price of 12.56 pence per Sanctuary Share for the 3 months prior to 17 May 2007, the last Business Day before the commencement of the Offer Period; and - an enterprise value for Sanctuary (including net debt of approximately £59.8 million as at 31 March 2007) of approximately £104.3 million, which represents a multiple of approximately 0.8 times Sanctuary's revenue for the year ended 30 September 2006. The Offer will extend, subject to the terms and conditions to be set out in theOffer Document and, in the case of certificated Sanctuary Shares, the Form ofAcceptance, to all Sanctuary Shares unconditionally allotted or issued on thedate on which the Offer is made and any further Sanctuary Shares unconditionallyallotted or issued while the Offer remains open for acceptance (or such earlierdate as Centenary may, subject to the agreement of the Panel, decide). The Sanctuary Shares will be acquired by Centenary pursuant to the Offer fullypaid and free from all liens, charges, equitable interests, encumbrances,pre-emptive rights and other third party rights and interests of any naturewhatsoever and together with all rights now or hereafter attaching to them,including (without limitation) voting rights and the right to receive and retainall dividends and other distributions (if any) declared, made or paid on orafter the date of this announcement. Centenary reserves the right to elect, with Sanctuary's consent, to implementthe acquisition of Sanctuary Shares by way of a Scheme of Arrangement undersection 425 of the 1985 Companies Act. In such event, the Offer will beimplemented on the same terms (subject to appropriate amendments), so far asapplicable, as those which would apply to the Offer. In particular, condition(a) set out in Appendix I to this announcement will not apply and the Scheme ofArrangement will become effective and binding following: (a) approval at the Court meeting (or any adjournment thereof) by a majority in number of the Sanctuary Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Sanctuary Shares held by such holders; (b) the resolution(s) required to approve and implement the Scheme of Arrangement and to be set out in the notice of an extraordinary general meeting of the holders of the Sanctuary Shares being passed by the requisite majority at such extraordinary general meeting; and (c) the sanction of the Scheme of Arrangement and confirmation of any reduction of capital involved therein by the Court (in both cases with or without modifications, on terms reasonably acceptable to Sanctuary and Centenary) and a copy of the order of the Court sanctioning the Scheme of Arrangement and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies in England and Wales and being registered by him. 3. Recommendation The Directors of Sanctuary, who have been so advised by Deloitte CorporateFinance, consider the terms of the Offer to be fair and reasonable. In providingits advice to the Directors of Sanctuary, Deloitte Corporate Finance has takeninto account the commercial assessments of the Directors of Sanctuary. Accordingly, the Directors of Sanctuary intend to recommend unanimously thatSanctuary Shareholders accept the Offer and those Sanctuary Directors who holdSanctuary Shares or options over Sanctuary Shares have irrevocably undertaken todo so in respect of their own beneficial holdings of 78 Sanctuary Shares and237,624 options over Sanctuary Shares. 4. Background to and reasons for the recommendation Over the last couple of years, Sanctuary has undergone significant change. Underthe guidance and direction of the new Board appointed in 2006, Sanctuary hasconducted a review of its management and businesses with a view to maximisingthe value of Sanctuary in the interests of Sanctuary Shareholders, but alsohaving regard to the interests of its employees and the artists whom itrepresents. This review resulted in a new structure with three autonomousdivisions, each with performance accountability: the Recorded Product Division,the Merchandising Division and the Artist Services Division. Each division isnow focused on its own profit and cash generation, supported by morecost-efficient group services. The Sanctuary Directors believe that Sanctuary isnow in an improved position, both from an operational perspective and acorporate governance standpoint. However, this restructuring has been carried out during a period when certainfundamentals of the global recorded music industry have changed materially andthe value of that market has fallen significantly. Whilst it is believed withinthe recorded music industry that the decline in physical product sales will beoffset by growth of digital sales, neither the extent and timing of the effecton overall sales, nor the impact of these changes on individual recorded productcatalogues, can be established with accuracy. Despite the Sanctuary Directors'efforts to adjust operations to current market conditions, Sanctuary's RecordedProduct Division has not been able to sustain overall performance in thedeclining market and against changing consumer demand patterns. Due to the difficulties being experienced by the Recorded Product Division, andas a result of the level of debt already in Sanctuary, cash is constrained andcash flow is tightly controlled. These limitations have resulted in Sanctuary'sMerchandising Division and Artist Services Division being restrictedoperationally. The Directors of Sanctuary do not believe that this position willchange without either a material improvement in market conditions or access tosignificant additional equity or debt capital. All of Sanctuary's debtfacilities fall for repayment or, subject to agreement, renewal prior toNovember 2008. The Sanctuary Directors believe that an acquisition of Sanctuary by Centenarycan provide the stability and resources necessary to maximise the potential forthe Merchandising Division and the Artist Services Division and can optimise thevalue that can be derived from the Recorded Product Division. Accordingly, theDirectors of Sanctuary have concluded that the Offer represents the best courseof action available for Sanctuary Shareholders allowing them to realise certaincash now at a significant premium to the value of a Sanctuary Share prior to thecommencement of the Offer Period, rather than face the continued uncertainty ofthe effect of market developments on a cash-constrained company. In addition,the Offer safeguards the future of the Sanctuary business, its artists andemployees and, in the opinion of the Sanctuary Directors, acceptance of theOffer is in the best interests of Sanctuary. 5. Current trading and outlook Vivendi The Vivendi Board's expectations for Vivendi for the full year remain unchanged. Sanctuary Sanctuary has announced its interim results for the six months ended 31 March2007 separately today. For the six months ended 31 March 2007, Sanctuaryreported revenue of £63.7 million (2006 as restated: £65.9 million) and a lossafter taxation of £6.6 million (2006 as restated: £26.7 million). The net debtwithin the Sanctuary Group at 31 March 2007 was £59.8 million (2006 as restated:£38.3 million). The Board remains of the view that, for the full year, each of the majordivisions of Sanctuary will demonstrate an improved performance compared withthe prior year and that the Merchandising Division and the Artist ServicesDivision will each make a positive net contribution to the Sanctuary Group.However, the full year outlook for the Recorded Product Division remainsuncertain due, principally, to the well-publicised external factors affectingthe recorded music industry generally. 6. Background to and reasons for the Offer Universal, the wholly-owned subsidiary of Vivendi, is one of the world's leadingmusic companies and committed to the development of artists across genres. In arapidly changing market, Universal is adapting and innovating. Whilst the consumption of music is increasing, the demand for physical CDs isdeclining which is partially compensated for by the growth in demand for digitalmusic. Within the music business, key areas of growth include live performance,merchandising, sponsorship and "brand" exploitation. Universal intends tobroaden the scope of its operations in these areas, and views Sanctuary as apromising strategic fit, through which it can further develop its participationin such revenue streams. Additionally, Universal has significant experience and relationships in themusic industry, coupled with a strong group balance sheet. Universal believesthat it is best placed through an acquisition of Sanctuary, to develop furtherthe artist management, merchandising and agency businesses, while incorporatingthe audio and audio-visual assets into its existing catalogues in order toimprove the operating returns. Universal expects to use its recorded musicexpertise in this latter area to address the substantial financial andoperational difficulties currently facing Sanctuary's Recorded Product Division. Assuming completion of the Offer, Universal will focus on improving Sanctuary'sfinancial and operational performance and bringing it into line with Universal'sexisting operations. Universal intends to invest strongly in both theMerchandising Division and Artist Services Division, in order to grow them on aglobal basis. Through the combined product offering, Universal will be able tooffer a much broader range of services to the artists of both Universal andSanctuary, as well as to the consumer. Universal recognises the prime importanceof maintaining the strong independent ethos of the artist managers and theessential aim of maintaining the standards of service offered in the ArtistServices Division and Merchandising Division and integrating these divisions toprovide a more complete service. Universal recognises the difficulties faced inSanctuary's Recorded Product Division and will devote significant resources toaddress the problems with the intention of, over time, increasing the value ofthis division. 7. Irrevocable undertakings Centenary has received irrevocable undertakings to accept (or procure theacceptance of) the Offer from those Sanctuary Directors who hold SanctuaryShares or options over Sanctuary Shares, being one Sanctuary Director who holds78 Sanctuary Shares and one Sanctuary Director who holds 237,624 options overSanctuary Shares. These undertakings will cease to be binding if the Offerlapses or is withdrawn, if the Offer Document is not posted within 28 days ofthe date of this announcement (or such later date as the Panel may permit) or,in respect of the undertaking relating to issued shares, in the event an offeris announced by a third party before the Offer becomes unconditional as toacceptances, provided that such third party's offer price is at least 10 percent. greater than the Offer Price: Name Number of Number of Sanctuary Sanctuary Shares Shares under option Robert Ayling - 237,624Tina Sharp 78 - Centenary has also received an irrevocable undertaking to accept (or procure theacceptance of) the Offer from a Sanctuary Shareholder (details in respect ofwhich are set out below) in respect of 17,750,000 Sanctuary Shares, representingapproximately 7.99 per cent. of the existing issued ordinary share capital ofSanctuary. The undertakings will cease to be binding if the Offer lapses or iswithdrawn, if the Offer Document is not posted within 28 days of the date ofthis announcement (or such later date as the Panel may permit) or in the eventan offer is announced by a third party before the Offer becomes unconditional asto acceptances, provided that such third party's offer price is at least 10 percent. greater than the Offer Price: Name Number of Sanctuary Approximate percentage of Shares Sanctuary Shares Artemis Investment 17,750,000 7.99Management Ltd. Furthermore, Centenary has also received a letter of intent to accept (orprocure the acceptance of) the Offer from a Sanctuary Shareholder (details inrespect of which are set out below) in respect of 9,804,875 Sanctuary Shares,representing approximately 4.41 per cent. of the existing issued ordinary sharecapital of Sanctuary. Universities Superannuation Scheme Limited intends to accept the Offer inrespect of 9,804,875 Sanctuary Shares, over which it has discretionary control,before 3.00 p.m. on the first closing date of the Offer. This intention islikely to change if a competing offer is made for Sanctuary. 8. Information on Universal and Centenary and financing of the Offer Universal is one of the world's leading recorded music content companies withglobal businesses in recorded music and music publishing. Universal is also aleading player in the digital distribution of music, offering customers a widerange of music download options and a large digital music catalogue. Universal's global operations encompass the development, marketing, sales anddistribution of recorded music through a network of subsidiaries, joint venturesand licensees in 77 countries. Universal Music Group International is the division that manages Universal'sbusinesses in countries outside of North America. Centenary Music Holdings Limited is a wholly-owned subsidiary of Universal andthe parent company for the main Universal UK group of companies. Universal is,in turn, a wholly-owned subsidiary of Vivendi. The Offer will be financed from the internal cash resources and existing bankinglines of credit of the owners of Centenary. BNP Paribas is satisfied thatsufficient financial resources are available to Centenary to satisfy theconsideration payable in order to meet full acceptance of the Offer in cash. 9. Information on Sanctuary Sanctuary is a UK-listed international music group, encompassing recordedproduct, merchandising and artist services (including artist management and liveagency). For the financial year ended 30 September 2006, Sanctuary reported sales of£133.2 million and a loss before taxation of £69.6 million. As at 30 September2006, Sanctuary's net assets were £11.8 million. The financial statements of Sanctuary for the year ended 30 September 2006 wereprepared in accordance with International Financial Reporting Standards asadopted by the EU. 10. Management and employees Universal and Centenary consider the retention of key senior management ofSanctuary as important for the successful development and operation of the groupin the future. Accordingly, Centenary confirms, and it has given assurances to the Board ofSanctuary, that the existing employment rights, including pension rights, of allemployees of the Sanctuary Group will be safeguarded in the event the Offerbecomes wholly unconditional. Assuming completion of the Offer, Centenary intends to enter into discussionswith the senior management of Sanctuary regarding their continuing involvementin the Sanctuary business. The Offer, however, is not conditional uponparticipation of the existing senior management of Sanctuary. Furthermore, assuming completion of the Offer, Centenary also intends to workclosely with the Sanctuary Executive Directors to review all of Sanctuary'sbusinesses and identify and implement any necessary additional restructuringmeasures in order to improve Sanctuary's operational efficiency, as set out inParagraph 6 above. In addition, Centenary intends to procure that Sanctuary will comply with theproposed terms of the Long Term Incentive Plan (set out in Paragraph 11 below)in the event that Sanctuary receives approval for it from Sanctuary Shareholdersand assuming the Offer is declared unconditional in all respects. 11. Long Term Incentive Plan Sanctuary intends to present proposals to Sanctuary Shareholders for approval atan Extraordinary General Meeting of Sanctuary in respect of a Long TermIncentive Plan for the benefit of the Executive Directors of Sanctuary. Theseproposals have been under discussion for some time and were in the course ofbeing finalised, however, their presentation to Sanctuary Shareholders has hadto be delayed due to the discussions which have led to the Offer. The Offer willnot be affected by these proposals (whether or not they are approved). Furtherdetails regarding these proposals and the notice convening the ExtraordinaryGeneral Meeting of Sanctuary will be included in a circular to be posted toSanctuary Shareholders as soon as practicable. 12. De-listing, compulsory acquisition and re-registration If Centenary receives acceptances of the Offer in respect of, or otherwiseacquires, 90 per cent. or more of the Sanctuary Shares to which the Offerrelates and assuming all other conditions of the Offer have been satisfied orwaived, Centenary intends to exercise its rights pursuant to the provisions ofPart 28 of the 2006 Companies Act to acquire compulsorily the remainingSanctuary Shares to which the Offer relates on the same terms as the Offer. Sanctuary intends to make applications to the UK Listing Authority for thelisting of the Sanctuary Shares on the Official List to be cancelled and tocease to be admitted to trading on the London Stock Exchange's market for listedsecurities with effect as of, or shortly following, the Offer being declaredunconditional in all respects and where sufficient acceptances under the Offerare received. It is anticipated that the cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange of the Sanctuary Shares willtake effect no earlier than the expiry of 20 Business Days after either (i) thedate on which Centenary has, by virtue of its shareholdings and acceptances ofthe Offer, acquired or agreed to acquire issued ordinary share capital carrying75 per cent. of the voting rights attaching to the Sanctuary Shares, or (ii) thefirst date of issue of compulsory acquisition notices under section 979 of the2006 Companies Act. Centenary will notify Sanctuary Shareholders, holders of the Warrants andConvertible Loan Notes and the shareholder of OLO Limited if and when therelevant event set out above has occurred and confirm that the notice period hascommenced and the anticipated date of cancellation. Delisting would significantly reduce the liquidity and marketability of anySanctuary Shares not acquired under the Offer at that time. Assuming the Offer becomes or is declared unconditional in all respects and thecancellation of the listing of the Sanctuary Shares on the Official List and ofadmission to trading on the London Stock Exchange has taken place, Centenary'sintention is to re-register Sanctuary as a private company under the provisionsof the 1985 Companies Act. 13. Sanctuary Deferred Shares Subject to the provisions of the 1985 Companies Act and the articles ofassociation of Sanctuary, Centenary intends to procure that Sanctuary acquiresall of the issued Deferred Shares for an aggregate price of 1 pence shortlyfollowing: (i) the Offer being declared unconditional in all respects; (ii) theSanctuary Shares being de-listed in accordance with Paragraph 12 above; and(iii) Sanctuary being re-registered as a private company in accordance withParagraph 12 above. 14. Sanctuary Share Schemes, Convertible Loan Notes and other option arrangements The Offer will extend to all Sanctuary Shares unconditionally allotted or issuedfully paid (or credited as fully paid) before the date on which the Offer closes(or, subject to the Code, by such earlier date as Centenary may decide) as aresult of the exercise of options under the Sanctuary Share Schemes. All share options granted under the Sanctuary Share Schemes and the Warrantshave exercise prices significantly higher than the Offer Price. Therefore, noproposals will be made to participants in the Sanctuary Share Schemes or to theholders of the Warrants. Persons who hold options over Sanctuary Shares pursuant to the SAYE Schemeshould refer to their individual savings contracts with the Yorkshire BuildingSociety. In accordance with the terms of his irrevocable undertaking, Robert Ayling hasundertaken to (i) exercise his share award within 7 days of the Offer becomingor being declared unconditional in all respects and (ii) accept the Offer inrespect of Sanctuary Shares issued pursuant to such exercise. In connection with the OLO Agreement, OLO Limited has the option to requireSanctuary to acquire all of OLO Limited's capital stock for an aggregate valueof US$500,000 to be satisfied by the issue of Sanctuary Shares. In thisconnection, the number of Sanctuary Shares which will be issued shall bedetermined by dividing US$500,000 by the average Closing Price for SanctuaryShares on the London Stock Exchange for the five trading days ending with thetrading day immediately prior to the date of closing of the purchase of OLOLimited and this computation shall be based on the closing mid-market U.S.Dollar/Pound Sterling exchange rate as published in the Financial Times for thelast day of such five day period. The Offer will extend to the shares issuedunder the OLO Agreement, subject to the option being exercised whilst the Offeris open for acceptance. The Convertible Loan Notes issued by the Company are convertible at a conversionprice significantly above the Offer Price and therefore no proposal will be madeto the holder of the Convertible Loan Notes in respect of the Convertible LoanNotes. The holder of the Convertible Loan Notes is entitled to require Sanctuaryto redeem the Convertible Loan Notes following completion of the Offer. If theConvertible Loan Notes are redeemed in full, the listing of such securities onthe Official List and the trading of such securities on the London StockExchange's market for listed securities will be cancelled. 15. Overseas Shareholders 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 shouldinform themselves about, and observe, any applicable legal or regulatoryrequirements of their jurisdictions. Further details in relation to OverseasShareholders will be set out in the Offer Document. Notwithstanding the foregoing, Centenary retains the right to permit the Offerto be accepted and any sale of securities pursuant to the Offer to be completedif, in its sole discretion, it is satisfied that the transaction in question canbe undertaken in compliance with applicable law and regulation. 16. Non-solicitation agreement Sanctuary has entered into the Non-solicitation Agreement with Centenary underwhich Sanctuary has given undertakings to Centenary relating to thenon-solicitation of Competing Proposals. Sanctuary has agreed that, subject to certain limited exceptions, it will not,directly or indirectly, solicit any Competing Proposal. Sanctuary has alsoundertaken to notify Centenary in the event that any Competing Proposal is madeto it after 31 May 2007. 17. General With the exception of 17,750,078 Sanctuary Shares and options over 237,624Sanctuary Shares, in respect of which Centenary has received irrevocableundertakings to accept, or procure acceptance of, the Offer, as at 14 June 2007,the last practicable date before the date of this announcement, neitherCentenary nor any of the Centenary Directors, nor, so far as Centenary is aware,any person acting in concert with Centenary: (i) own or have any interest in, orright to subscribe for any relevant securities of Sanctuary; (ii) have any shortpositions in (whether conditional or absolute and whether in the money orotherwise), or has borrowed or lent (save for any borrowed shares that have beenon-lent or sold) any Sanctuary Shares or any securities convertible orexchangeable into, or any rights to subscribe for or purchase, any SanctuaryShares; or (iii) hold any options to purchase any Sanctuary Shares or hold anyderivative referenced to securities of Sanctuary which remain outstanding. Inview of the requirement for confidentiality and therefore the availability toCentenary of all relevant persons who are presumed to be acting in concert withCentenary to provide information, Centenary has not made any enquiries in thisrespect of certain parties who may be deemed by the Panel to be acting inconcert with it for the purposes of the Offer. Any such additional interest(s)or dealing(s) will be discussed with the Panel and, if appropriate, will bedisclosed to Sanctuary Shareholders in the Offer Document or announced ifrequested by the Panel. The Offer will be subject to the conditions set out in Appendix I. The Offer andacceptances thereof will be governed by English law. The Offer will be subjectto the applicable requirements of the City Code, the Panel, the London StockExchange and the UK Listing Authority. The Offer Document and the Form of Acceptance will be posted to SanctuaryShareholders (other than those in a Restricted Jurisdiction) and made available,for information only, to participants in the Sanctuary Share Schemes, holders ofthe Convertible Loan Notes and Warrants, as soon as practicable and in any eventwithin 28 days of the date of this announcement unless agreed otherwise with thePanel. Appendix I contains the conditions and certain further terms of the Offer.Appendix II contains sources and bases of certain information used in thisannouncement. Appendix III contains definitions of certain expressions used inthis announcement. Enquiries Universal / CentenaryBoyd Muir Tel: +44 20 7471 5000Peter LofrumentoAdam White 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 SanctuaryRobert Ayling Tel: +44 20 7602 6351Frank Presland Deloitte Corporate Finance (financial adviser to Sanctuary)Jonathan Hinton Tel: +44 20 7936 3000Leonie Grimes Evolution Securities (broker to Sanctuary)Stuart AndrewsChris Sim Tel: +44 20 7071 4300 Brunswick (PR adviser to Sanctuary)James Hogan Tel: +44 20 7404 5959Craig BrehenyAsh Spiegelberg This announcement is not intended to and does not constitute, or form part of,an offer or invitation to sell or purchase any securities or the solicitation ofan offer to buy any securities pursuant to the Offer or otherwise. The Offerwill be made solely by means of the Offer Document and, in the case ofcertificated Sanctuary Shares, the Form of Acceptance accompanying the OfferDocument, which will contain the full terms and conditions of the Offerincluding details of how it may be accepted. The Offer will be subject to theapplicable requirements of the City Code. Any acceptance or other responses tothe Offer should be made only on the basis of the terms and conditions of theOffer and the information contained in the Offer Document and, in the case ofcertificated Sanctuary Shares, the Form of Acceptance. The Vivendi Board and the Centenary Directors accept responsibility for theinformation contained in this announcement, other than that relating to therecommendation of the Offer by the Sanctuary Directors including theirassociated views, opinions and recommendations and the information relating tothe Wider Sanctuary Group including that set out in Sanctuary's current tradingand outlook paragraph, the Sanctuary Directors and members of their immediatefamilies, related trusts and persons connected with them. To the best of theknowledge and belief of the Vivendi Board and the Centenary Directors (who havetaken all reasonable care to ensure this is the case), the information containedin this announcement for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. 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 connection with the Offer and will not be responsible toanyone other than Universal and Centenary for providing the protections affordedto customers of Hoare Govett nor for providing advice in relation to the Offeror any matter referred to in this announcement. Deloitte Corporate Finance is acting for Sanctuary and for no-one else inconnection with the Offer and will not regard any other person as its client norbe responsible to anyone other than Sanctuary for providing the protectionsafforded to clients of Deloitte Corporate Finance nor for providing advice inrelation to the Offer or any matter referred to in this announcement. DeloitteCorporate Finance is a division of Deloitte & Touche LLP, which is authorisedand regulated by the Financial Services Authority in respect of regulatedactivities. Evolution Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Sanctuary and no-oneelse in relation to the Offer and will not be responsible to anyone other thanSanctuary for providing the protections afforded to customers of EvolutionSecurities nor for providing advice in relation to the Offer or any matterreferred to in this announcement. 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. Further details in relation to Overseas Shareholders will becontained 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, telephonically or electronically by way of the internet orotherwise) 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 must 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 announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningCentenary, Universal and/or Sanctuary. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of theserisks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions andthe behaviours of other market participants, and therefore undue reliance shouldnot be placed on such statements. Each of Centenary, Universal and Sanctuaryassume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise,except as required pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"City Code"), if any person is, or becomes, "interested" (directly orindirectly) in 1 per cent. or more of any class of "relevant securities" ofSanctuary, all "dealings" in any "relevant securities" of that company(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Sanctuary, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Sanctuary by Centenary or by Sanctuary or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London 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 Panel's website at www.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, please contact an independentfinancial adviser authorised under the Financial Services and Markets Act 2000,consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panelon telephone number +44 (0)20 7382 9026; fax +44 (0)20 7638 1554. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER I. CONDITIONS TO THE OFFER The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by no later than 3.00 p.m. on the first closing date of the Offer (the "First Closing Date") (or such later time(s) and/or date(s) as Centenary may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. in nominal value (or such lesser percentage as Centenary may decide) of the Sanctuary Shares to which the Offer relates and not less than 90 per cent. of the voting rights attached to such Sanctuary Shares (or such lesser percentage as Centenary may decide), provided that, unless agreed with the Panel, this condition will not be satisfied unless Centenary and/or its wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise, Sanctuary Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of Sanctuary, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Sanctuary Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. For the purposes of this condition: (i) Sanctuary Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they will carry on issue; (ii) the expression "Sanctuary Shares to which the Offer relates" shall be construed in accordance with Part 28 of the 2006 Companies Act; and (iii) valid acceptances shall be deemed to have been received in respect of Sanctuary Shares which are treated for the purposes of Section 979 of the 2006 Companies Act as having been acquired or contracted to be acquired by Centenary by virtue of acceptances of the Offer; (b) in the event that the proposed acquisition of Sanctuary by Centenary (the "Transaction") and/or any matter arising therefrom constitutes a concentration with a Community dimension within the scope of Council Regulation (EC) 139/2004 (the "EC Merger Regulation"), or following a referral pursuant to Article 22 of the EC Merger Regulation, it being established on terms satisfactory to Centenary that it is not the intention of the European Commission to initiate proceedings pursuant to Article 6(1)(c) of the EC Merger Regulation; (c) in the event that the Transaction and/or any matter arising therefrom constitutes a relevant merger situation for the purposes of the UK Enterprise Act 2002, or following a referral by the European Commission pursuant to Article 9(1) of the EC Merger Regulation, (i) a statement having been issued by the UK Office of Fair Trading (the "OFT") (or if relevant the Secretary of State) in terms satisfactory to Centenary (acting reasonably) that it is not the intention of the OFT to refer the Transaction to the Competition Commission (the "CC") (the "Decision of the OFT") or (ii) that any undertakings the OFT may require from Centenary in lieu of a reference to the CC are in terms satisfactory to Centenary and (iii) no third party has lodged an appeal against the Decision of the OFT ("an Appeal") with the Competition Appeal Tribunal (the "CAT") within a four week period after the publication of the Decision of the OFT; or (iv) if an Appeal is lodged within the four week period specified herein, the CAT has published a judgment upholding the Decision of the OFT; (d) in the event that the Transaction and/or any matter arising therefrom constitutes a concentration within the meaning of section 37 of the German Act Against Restraints of Competition ("ARC"), or following a referral by the European Commission to the German Federal Cartel Office ("FCO") pursuant to Article 9(1) of the EC Merger Regulation, (i) the FCO having notified Centenary during the initial investigation pursuant to section 40(1) ARC (Vorprufverfahren) that the requirements for a prohibition of the merger as laid down in section 36(1) ARC are not fulfilled or (ii) having not opened an in-depth-investigation (Hauptprufverfahren) within one month from submission of a complete notification pursuant to section 40(1) ARC, or (iii) in the case of a referral by the European Commission pursuant to Article 9(1) of the EC Merger Regulation, one month following that referral pursuant to section 40(5) ARC; (e) in the event that the Transaction and/or any matter arising therefrom constitutes a concentration within the meaning of section 14 of the Spanish Competition Act 16/1989, of 17th July, (i) a decision having been issued by the Minister for Economics in terms satisfactory to Centenary that it has been decided not to refer the Transaction to the Tribunal de Defensa de la Competencia (the "TDC") (the "Decision of the Minister") or (ii) no third party has lodged an appeal against the Decision of the Minister ("an Appeal") with the Audiencia Nacional (the "AN") within two months after the publication of the Decision of the Minister and Report of the Spanish Competition Service or (iii) if an Appeal is lodged within the two month period specified herein, the AN has published a judgment upholding the Decision of the Minister or (iv) following a referral by the European Commission pursuant to Article 9(1) of the EC Merger Regulation to a competent authority in Spain, the Government having cleared the Transaction in terms satisfactory to Centenary; (f) in the event that the Transaction and/or any matter arising therefrom constitutes a concentration pursuant to the Austrian Cartel Act, or following a referral by the European Commission to the statutory parties (i.e. the Federal Competition Authority and the Federal Cartel Prosecutor) pursuant to Article 9(1) of the EC Merger Regulation, (i) the expiry of the statutory four-week waiting period pursuant to section 11 paragraph 1 Austrian Cartel Act without either of the statutory parties having requested an examination of the transaction, or (ii) the waiver by the statutory parties of their right to request an examination of the transaction pursuant to section 11 paragraph 4 Austrian Cartel Act; (g) the waiting period with respect to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated under 15 U.S.C. 18a(b)(1), without any request for additional information or documentary material that extends the waiting period and without any other extension of such waiting period by either the U.S. Federal Trade Commission or the U.S. Assistant Attorney General; (h) the Australian Competition and Consumer Commission not having issued a Statement of Issues in relation to the Acquisition and having issued a statement in terms satisfactory to Centenary that it is not the intention of the Commission to oppose the Acquisition; (i) all other relevant filings, notifications or applications having been made to all relevant authorities and all consents and clearances that are necessary or required by Centenary under any relevant national merger control rules, anti-trust or similar legislation having been obtained in terms satisfactory Centenary and any waiting or other time or limitation periods under such rules having expired, lapsed, been waived or otherwise terminated in respect of the proposed acquisition of Sanctuary by Centenary; (j) no government or governmental, quasi-governmental, supranational, statutory or regulatory body or association, institution or agency (including any trade agency, anti-trust or merger control authority) or any court or other body (including any professional or environmental body) or person in any jurisdiction (each a "Relevant Authority") having given written notice of a decision to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision that would or would be reasonably expected to: (i) make the Offer, its implementation or the acquisition or the proposed acquisition of any shares in, or control of, Sanctuary by any member of the Centenary Group void, unenforceable or illegal or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of or impose material additional conditions or obligations with respect to, or otherwise materially impede or challenge, the Offer or the acquisition of any shares in, or control of, Sanctuary by any member of the Centenary Group; (ii) require, prevent or delay the divestiture (or alter the terms envisaged for any proposed divestiture) by any member of the Centenary Group or the Wider Sanctuary Group of all or any part of their respective businesses, assets or properties or impose any limitation on their ability to conduct all or any part of their respective businesses under any name under which it presently does so and to own any of their respective assets or properties, to an extent in any such case which is material in the context of the Offer; (iii) impose any material limitation on, or result in any material delay in, the ability of any member of the Centenary Group to acquire or hold or to exercise effectively, directly or indirectly, all rights of ownership of shares or other securities (or the equivalent) in Sanctuary in any respect which is material in the context of the Wider Sanctuary Group taken as a whole, or to exercise management control over, Sanctuary; (iv) except pursuant to Part 28 of the 2006 Companies Act, require any member of the Centenary Group or the Wider Sanctuary Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Sanctuary Group or any asset owned by any third party (other than pursuant to the Offer); (v) result in any member of the Wider Sanctuary Group or the Centenary Group ceasing to be able to carry on the business under any name under which it presently does so; (vi) impose any limitation that is material in the context of the business of the Wider Sanctuary Group taken as a whole on the ability of any member of the Wider Sanctuary Group to integrate or co-ordinate to the extent that is consistent with this announcement, its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Sanctuary Group; (vii) otherwise adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Centenary Group or of Sanctuary to an extent in any such case which is material in the context of the Wider Sanctuary Group taken as a whole; or (viii) require a divestiture by any member of the Centenary Group of any shares or securities (or the equivalent) in any member of the Wider Sanctuary Group which is material in the context of the Wider Sanctuary Group taken as a whole, and all applicable waiting and other time periods during which any such Relevant Authority could take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated; (k) all necessary material filings having been made in connection with the Offer and all appropriate waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated in each case in respect of the Offer and the acquisition of any shares in, or control of, Sanctuary by Centenary and all material authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals ("authorisations") reasonably necessary in any jurisdiction for or in respect of the Offer and the proposed acquisition of any shares in, or control of, Sanctuary by Centenary being obtained in terms reasonably satisfactory to Centenary, from appropriate Relevant Authorities or from any persons or bodies with whom any member of the Centenary Group or the Wider Sanctuary Group has entered into contractual arrangements and such authorisations together with all material authorisations reasonably necessary for the Wider Sanctuary Group to carry on its business remaining in full force and effect and there being no notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary material statutory or regulatory obligations in any jurisdiction having been complied with; (l) save as fairly disclosed to Centenary or Universal by Sanctuary in writing or publicly announced to a Regulatory Information Service before 15 June 2007, there being no provision of any material agreement, arrangement, licence, permit, lease or other instrument to which any member of the Wider Sanctuary Group is a party or by or to which any member of the Wider Sanctuary Group or any of its assets is or may be bound, entitled or subject to which, as a result of the making or implementation of the Offer or the acquisition or proposed acquisition by any member of the Centenary Group of any shares in, or change in the control or management of, any member of the Wider Sanctuary Group or otherwise, would or might result (in each case to an extent which is or would be material in the context of the Wider Sanctuary Group taken as a whole) in: (i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant or subsidy available to, the Wider Sanctuary Group being or becoming repayable or capable of being declared repayable immediately or earlier than the stated repayment date or the ability of any member of the Wider Sanctuary Group to borrow monies or incur any indebtedness being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Sanctuary Group or any such security interest (whenever arising or having arisen) becoming enforceable; (iii) any material assets or interest of any member of the Wider Sanctuary Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Sanctuary Group otherwise than in the ordinary course of business; (iv) any material interest or material business of any member of the Wider Sanctuary Group in or with any other person, firm or company (or any agreements relating to such interest or business) being terminated or adversely affected; (v) any member of the Wider Sanctuary Group ceasing to be able to carry on business under any name under which it presently does so; (vi) the value of Sanctuary or any member of the Wider Sanctuary Group or its financial or trading position or prospects being prejudiced or adversely affected; (vii) any such agreement, arrangement, licence or other instrument being terminated or adversely modified or affected or any onerous obligation arising or any adverse action being taken or arising thereunder; (viii) the creation of any material liabilities (actual or contingent) by any member of the Wider Sanctuary Group other than in the ordinary course of business; or (ix) any material liability of any member of the Wider Sanctuary Group to make any severance, termination, or other payment to any of its directors or other officers, and no event having occurred which, under any provision of any agreement, authorisation, arrangement, licence lease, consent, permit, franchise or other instrument to which any member of the Wider Sanctuary Group is a party or by or to which any member of the Wider Sanctuary Group or any of its assets may be bound or be subject, could result in any case to an extent to which is material and adverse in the context of the Wider Sanctuary Group taken as a whole or any events or circumstances as are referred to in subparagraphs (i) to (ix) of this paragraph (l); (m) except as disclosed in the Annual Report and Accounts of Sanctuary for the year ended 30 September 2006 or as publicly announced to a Regulatory Information Service by or on behalf of Sanctuary or as otherwise fairly disclosed to Centenary or Universal by Sanctuary in writing before 15 June 2007, no member of the Wider Sanctuary Group having since 30 September 2006: (i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible or exchangeable into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or proposed the transfer or sale of Sanctuary Shares out of treasury, save pursuant to the Sanctuary Share Schemes or to another member of the Wider Sanctuary Group; (ii) recommended, declared, paid or made any bonus, dividend or other distribution, whether payable in cash or otherwise; (iii) implemented or authorised any merger or demerger with any body, corporate, business or partnership or acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset (including shares and trade investments) or authorised the same, or any right, title or interest in any asset in any such case that is material in the context of the Wider Sanctuary Group taken as a whole; (iv) entered into, implemented, effected, authorised or announced any reconstruction, amalgamation, scheme or other transaction or arrangement which is of a long term or unusual or onerous nature in any such case that is material in the context of the Wider Sanctuary Group taken as a whole; (v) purchased, redeemed, repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or (save for the matters referred to in subparagraph (i) of this condition) made or authorised any other change in its share capital; (vi) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability in any such case that is material in the context of the Wider Sanctuary Group taken as a whole; (vii) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves or is reasonably likely to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider Sanctuary Group taken as a whole; (viii) entered into any contract, commitment or arrangement which would be restrictive on the business of any member of the Wider Sanctuary Group and which is, in any such case, material in the context of the Wider Sanctuary Group taken as a whole; (ix) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased carrying on all or a substantial part of its business or threatened in writing to do so, which in each case, is material in the context of the Wider Sanctuary Group taken as a whole; (x) taken any corporate action or had any legal proceedings started, threatened in writing, or instituted against it for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues; (xi) waived, compromised or settled any claim which is material in the context of the Wider Sanctuary Group taken as a whole; (xii) entered into or varied to a material extent the terms of any service agreement, arrangement or contract with any director or, save for salary increases and bonuses, any senior executive of any member of the Wider Sanctuary Group; (xiii) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this condition; (xiv) save for the proposed Long Term Incentive Plan described in Paragraph 11 of Part 2 of this announcement, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Sanctuary Group which in any case is material in the context of the Wider Sanctuary Group taken as a whole; (xv) proposed or agreed to any change to the terms of the trust deeds constituting the pension scheme(s) established for the directors, employees or their dependants or the benefits accruing or the pensions payable under the scheme(s) or the basis on which qualification for, or accrual or entitlement to the pensions or benefits are calculated or to the basis upon which the liabilities of the pension scheme(s) are funded, or made, agreed or consented to any change to the trustees or trustee director which in any case is material in the context of the Wider Sanctuary Group taken as a whole; or (xvi) made any material alteration to its memorandum or articles of association or other incorporation or constitutional documents which is material in the context of the Offer; (n) since 30 September 2006 (except as disclosed in the Annual Report and Accounts of Sanctuary for the year ended 30 September 2006 or as fairly disclosed in writing to Centenary or Universal by or on behalf of Sanctuary before 15 June 2007 or as publicly announced to a Regulatory Information Service by or on behalf of Sanctuary in each case prior to the date of this announcement): (i) no adverse change having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Sanctuary Group which is material in the context of the Sanctuary Group as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced, instituted or remaining outstanding by, against or in respect of Sanctuary or to which any member of the Wider Sanctuary Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider Sanctuary Group having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Sanctuary Group and which is material in the context of the Sanctuary Group taken as a whole; (iii) no contingent or other liability having arisen which would or might reasonably be expected to materially adversely affect Sanctuary and which is, in any case, material in the context of the Wider Sanctuary Group taken as a whole; and (iv) no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation or termination of any licence held by any member of the Wider Sanctuary Group which is necessary for the proper carrying on of its business and which is, in any case, material in the context of the Wider Sanctuary Group taken as a whole; (o) save as publicly announced by the delivery of an announcement to a Regulatory Information Service prior to the date of this announcement or as otherwise disclosed in the Annual Report and Accounts of Sanctuary for the year ended 30 September 2006 or fairly disclosed to Centenary or Universal by or on behalf of Sanctuary prior to 15 June 2007, Centenary not having discovered: (i) that any financial, business or other information concerning the Wider Sanctuary Group publicly disclosed at any time by any member of the Wider Sanctuary Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading and which was not corrected before the date of announcement of the Offer either by public disclosure through a Regulatory Information Service or to Centenary; (ii) that any member of the Wider Sanctuary Group is subject to any liability, contingent or otherwise, which is not disclosed or which is improperly disclosed in the Annual Report and Accounts of Sanctuary for the year ended 30 September 2006; (iii) that any information which materially affects the import of any information disclosed to Centenary at any time by or on behalf of any member of the Wider Sanctuary Group; (iv) that any member of the Wider Sanctuary Group has failed to comply with any applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the use, storage, transport, treatment, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance which might be reasonably likely to impair the environment or harm human health or otherwise relating to environmental matters or that there has otherwise been any such use, storage, transport, treatment, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever the same may have taken place), any of which non-compliance would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of the Wider Sanctuary Group; (v) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) to install new plant or equipment or to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or controlled by any past or present member of the Wider Sanctuary Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise; (vi) that the Wider Sanctuary Group has not complied with any applicable law or regulation governing the conduct of its business; or (vii) circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Sanctuary Group, and which is, in any case, material in the context of the Wider Sanctuary Group taken as a whole. II. CERTAIN FURTHER TERMS OF THE OFFER Centenary reserves the right to waive all or any of conditions (b) to (o)inclusive, in whole or in part. The Offer will lapse unless conditions (b) to (o) are fulfilled or (if capableof waiver) waived or, where appropriate, determined by Centenary to have been orremain satisfied by midnight on the day which is 21 days after the later of theFirst Closing Date and the date on which the Offer becomes or is declaredunconditional as to acceptances (or such later date as Centenary may, with theconsent of the Panel, decide). Centenary shall be under no obligation to waiveor treat as fulfilled any of conditions (b) to (o) inclusive by a date earlierthan the date specified above for the fulfilment thereof notwithstanding thatthe other conditions of the Offer may at such earlier date have been waived orfulfilled. Save with the consent of the Panel, the Offer will lapse if the Transaction orany matter arising therefrom is referred to the CC or the European Commissioneither initiates proceedings under Article 6(1)(c) or, following a referral bythe European Commission under Article 9(1) of the EC Merger Regulation to acompetent authority in the United Kingdom, there is a subsequent reference tothe CC, in either case before 3.00pm (London time) on the First Closing Date or,if later, the date on which the Offer becomes or is declared unconditional as toacceptances. If the Offer lapses, the Offer will cease to be capable of further acceptancesand Sanctuary Shareholders accepting the Offer and Centenary shall upon theOffer lapsing cease to be bound by acceptances delivered on or before the dateon which the Offer lapses. If Centenary is required by the Panel to make an offer or offers for anySanctuary Shares under Rule 9 of the City Code, Centenary may make suchalterations to the terms and conditions of the Offer as are necessary to complywith that Rule. The Sanctuary Shares will be acquired by Centenary fully paid free from allliens, charges, encumbrances, equitable interests, rights of pre-emption and anyother third party rights or interests of any nature whatsoever and together withall rights attaching thereto existing at the date of this announcement includingthe right to receive and retain in full all dividends and other distributionsdeclared, paid or any other return of capital (whether by way of reduction ofshare capital or share premium account or otherwise) or made after the date ofthis announcement. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails of, or by any means or instrumentality of interstate or foreigncommerce of, or any facilities of a national securities exchange of, the UnitedStates, Canada, Australia, Japan or any other jurisdiction where to do so wouldconstitute a restriction of the relevant laws of such jurisdiction. Accordingly,copies of this announcement are not being, and must not be, mailed or otherwisedistributed or sent in or into the United States, Canada, Australia or Japan orany other jurisdiction where to do so would constitute a restriction of therelevant laws of such jurisdiction. The provisions referred to in this paragraphmay be waived or varied by Centenary in its sole discretion as regards specificSanctuary Shareholders or generally. The Offer and any acceptances under the Offer will be governed by English lawand will be subject to the jurisdiction of the English courts, save that nothingshall limit the right of Centenary or BNP Paribas to bring any action, suit orproceeding arising out of or in connection with the Offer in any other mannerpermitted by law or in any court of competent jurisdiction. The Offer will besubject to the applicable rules and requirements of the City Code, the UKListing Authority and the London Stock Exchange. The Offer will be made on, and subject to, the conditions and terms set out inthis Appendix I and on such further terms as will be set out in the OfferDocument and, in the case of Certificated Shares, in the Form of Acceptance. APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION (i) The value for the Offer takes into account, as at 14 June 2007, being the last practicable date prior to this announcement: (i) the existing ordinary issued share capital of Sanctuary comprising 222,186,643 Sanctuary Shares; and (ii) the 237,624 ordinary shares to be issued in respect of "in the money" share options (defined to mean those share options with exercise prices lower than the Offer price), however, it does not include any Sanctuary Shares that may be issued under the OLO Agreement (ordinary shares which are to have a value of no more the $500,000 at the time of issuance). (ii) Unless otherwise stated, the financial information relating to Sanctuary is extracted from the audited annual report and accounts of Sanctuary for the year ended 30 September 2006 and the unaudited interim announcement for the six months ended 31 March 2007 as published by Sanctuary. (iii) Unless otherwise stated, the financial information relating to Vivendi is extracted from the audited annual accounts of Vivendi for the year ended 31 December 2006 and the quarterly financial report and unaudited financial statements for the first quarter ended 31 March 2007 as published by Vivendi. (iv) All financial information in relation to Universal, Vivendi and Sanctuary has been quoted on the basis of current International Accounting Standards as at the date of this announcement. APPENDIX III DEFINITIONS The following definitions apply throughout this document unless the contextrequires otherwise: "Act" or "the 1985 Companies the Companies Act 1985, as amendedAct" "the 2006 Companies Act" the Companies Act 2006, as amended "Annual Report and Accounts the annual report and audited accounts ofof Sanctuary" the Sanctuary Group for the year ended 30 September 2006 "Artist Services Division" the Artist Services arm of Sanctuary, which includes Trinifold Management and Twenty-First Artists Management "authorisation" authorisations, orders, grants, recognitions, confirmations, determinations, consents, clearances, certificates, licences, permissions or approvals "BNP Paribas" BNP Paribas S.A., the lead financial adviser to Universal and Centenary "Board" the board of directors of Sanctuary or the board of directors of Universal or Centenary (as the case may be) and the terms "Sanctuary Board", "Universal Board" or "Centenary Board" shall be construed accordingly "Board of Sanctuary" or the board of directors of Sanctuary"Sanctuary Directors" or"Directors of Sanctuary" "Business Day" a day (other than a Saturday or Sunday) on which banks are open for general business in England and Wales "Centenary" Centenary Music Holdings Limited, a private limited company incorporated in England and Wales with registered number 05344517 "Centenary Directors" or the board of directors of Centenary"Directors of Centenary" "Centenary Group" Centenary, Vivendi, Universal and their respective holding companies, and the Subsidiary Undertakings of each such entity "Certificated" or in relation to a share or other security,"Certificated form" title to which is recorded in the relevant register of the share or other security as being held in certificated form "City Code" or "Code" The City Code on Takeovers and Mergers "Closing Price" the closing middle market quotation of a Sanctuary Share as derived from the Daily Official List or the London Stock Exchange's website "Competing Proposal" an offer or similar transaction which is announced or entered into by a third party, the purpose of which is to enable a third party to acquire all or a significant proportion (being 15% of more) of the share capital of Sanctuary or its business "Convertible Loan Notes" the convertible unsecured loan notes due 2008 issued by Sanctuary of which £7,300,000 remain outstanding "Daily Official List" the Daily Official List of the London Stock Exchange "Deferred Shares" deferred shares of 12.49p each in the capital of Sanctuary "Deloitte Corporate Finance" Deloitte Corporate Finance, a division of Deloitte & Touche LLP of Stonecutter Court, 1 Stonecutter Street, London, EC3A 7NJ, financial adviser and independent Rule 3 adviser to Sanctuary "Evolution Securities" Evolution Securities Limited, corporate broker to Sanctuary "Executive Directors of Frank Presland and Paul WallaceSanctuary" "Extraordinary General the extraordinary general meeting ofMeeting" Sanctuary to be convened in respect of the Long Term Incentive Plan referred to in Paragraph 11 of Part 2 of this document "Financial Services the United Kingdom's competent authority forAuthority" listing securities under the Financial Services and Markets Act 2000 "First Closing Date" the first closing date of the Offer "Form of Acceptance" the form of acceptance and authority relating to the Offer which will accompany the Offer Document "Hoare Govett" Hoare Govett Limited, financial adviser and corporate broker to Universal and Centenary "Interims" the interim results of Sanctuary for the 6 months ended 31 March 2007 "International Financial International Financial Reporting StandardsReporting Standards" issued by the International Accounting Standards Board "Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 and contained in the UK Listing Authority's publication of the same name "Loan Note Holders" holders of the Convertible Loan Notes "London Stock Exchange" London Stock Exchange plc "Long Term Incentive Plan" proposal for a long term incentive plan, for the benefit of the Executive Directors of Sanctuary referred to in Paragraph 11 of Part 2 of this announcement, to be voted on by Sanctuary Shareholders at an Extraordinary General Meeting, at a time to be determined in the future "Merchandising Division" the Merchandising arm of Sanctuary, which trades as Bravado "Non-solicitation Agreement" the agreement between Centenary and Sanctuary dated 31 May 2007 relating, amongst other things, to the non-solicitation arrangements, further details of which are set out in Paragraph 16 of Part 2 of this announcement "Offer" the recommended cash offer to be made by Centenary to acquire the entire issued and to be issued ordinary share capital of Sanctuary not already held or contracted to be acquired by Centenary on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance and including, where the context requires, any subsequent revision, variation, extension or renewal of, or election available under, such Offer "Offer Document" the document to be posted to Sanctuary Shareholders (other than those in a Restricted Jurisdiction) and, for information only, to participants in the Sanctuary Share Schemes, to holders of the Convertible Loan Notes and Warrants together with the Form of Acceptance, which will contain the full terms and conditions of the Offer "Offer Period" the period commencing on 18 May 2007 and ending on either the first closing date of the Offer, or, if later, the date when the Offer becomes or is declared unconditional as to acceptances, or the date on which the Offer lapses, or such other date as the Panel may decide "Offer Price" 20 pence per Sanctuary Share "Official List" The Official List of the UK Listing Authority "OLO Agreement" an agreement dated 2 August 2006 between Sanctuary Group Inc and OLO Limited pursuant to which OLO Limited can require Sanctuary Group Inc to acquire the entire issued capital stock of OLO Limited "OLO Limited" a company that provides the services of its employee to Sanctuary "Overseas Shareholders" Sanctuary Shareholders (or nominees of, or custodians or trustees for Sanctuary Shareholders) not resident in or citizens of the United Kingdom "Panel" the Panel on Takeovers and Mergers "Recorded Product Division" the Recorded Product arm of Sanctuary"Regulations" the Uncertificated Securities Regulations 2001 (SI2001 No. 95/3775) "Regulatory Information any of the services set out in Schedule 12Service" to the Listing Rules "Relevant Authority" any government or governmental, quasi-governmental, supranational, statutory or regulatory body or association, institution or agency (including any trade agency, anti-trust or merger control authority) or any court in any jurisdiction "Restricted Jurisdiction" the United States, Canada, Australia, Japan or any other jurisdiction where the extension or acceptance of the Offer would violate the law of that jurisdiction "Sanctuary" or the "Company" The Sanctuary Group plc"Sanctuary Group" Sanctuary and its Subsidiaries "Sanctuary Share Schemes" together the approved share option scheme adopted by Sanctuary on 23 March 1999, the unapproved share option scheme adopted by Sanctuary on 22 January 1998 and the Save As You Earn share option scheme about which shareholders were informed by the Wider Sanctuary Group on 14 July 2004 and which closed for membership on 27 July 2004 "Sanctuary Shareholders" the holders of Sanctuary Shares "Sanctuary Shares" the existing unconditionally allotted issued and to be issued and fully paid ordinary shares of 2 pence each in the capital of Sanctuary and any further such shares which are unconditionally allotted issued and to be issued fully paid or credited as fully paid before the date on which the Offer ceases to be open for acceptance (or such earlier date as Centenary may, subject to the City Code, decide) but excluding any Shares held as treasury shares on such date as Centenary may determine before the Offer closes "SAYE Scheme" the Save As You Earn share option scheme, about which shareholders were informed by the Wider Sanctuary Group on 14 July 2004 and which closed for membership on 27 July 2004 "Short Position" means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative "Subsidiary", "Subsidiary shall be construed in accordance with theUndertaking", 1985 Companies Act (but ignoring the meaning"Associated Undertaking" in paragraph 20(1)(b) of Schedule 4A to theand "Undertaking" 1985 Companies Act) "treasury shares" any Sanctuary Shares held by Sanctuary or treasury shares "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" or the Financial Services Authority in its"UKLA" capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "Unaffected Share Price" the closing mid-market price of Sanctuary Shares of 11.25 pence on 17 May 2007, the last Business Day prior to the significant increase in the share price of Sanctuary which subsequently led to the announcement by Sanctuary on 18 May 2007 "United States", "US" or the United States of America, its"USA" territories and possessions, any state of the United States of America and the District of Columbia or any area subject to its jurisdiction or any political subdivision thereof "Universal" Universal Music Group, a wholly-owned subsidiary of Vivendi S.A. "Universal Music Group the division that manages Universal'sInternational" businesses in countries outside of North America "US Securities Act" the United States Securities Act of 1933, as amended "Vivendi" Vivendi S.A., parent company of Universal and Centenary "Vivendi Board" the members of the board of Vivendi S.A. "Warrants" the warrants to subscribe for 2,452,924 ordinary shares in the Company issued in connection with the Convertible Loan Notes together with the 16,278 warrants issued to Sony BMG Music Entertainment (UK) Limited "Wider Sanctuary Group" Sanctuary and its Subsidiary Undertakings, Associated Undertakings and any other Undertakings (including any partnership, joint venture or firm) in which Sanctuary and such undertakings (aggregating their interests) have a substantial interest (being a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking) "£" or "GBP" Great Britain pounds This information is provided by RNS The company news service from the London Stock Exchange
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| Date | Source | Headline | |
|---|---|---|---|
| 29th Aug 2007 | 10:42 am | RNS | Holding(s) in Company |
| 20th Aug 2007 | 4:26 pm | RNS | Holding(s) in Company |
| 14th Aug 2007 | 3:39 pm | RNS | Offer Update |
| 13th Aug 2007 | 12:09 pm | RNS | Share Issue |
| 10th Aug 2007 | 4:35 pm | RNS | Directorate Change |
| 7th Aug 2007 | 11:20 am | RNS | Holding(s) in Company |
| 7th Aug 2007 | 11:14 am | RNS | Holding(s) in Company |
| 3rd Aug 2007 | 5:44 pm | RNS | Holding(s) in Company |
| 3rd Aug 2007 | 7:00 am | RNS | Termination of Option |
| 2nd Aug 2007 | 6:13 pm | RNS | Holding in Company |
| 2nd Aug 2007 | 6:01 pm | RNS | Offer Update |
| 2nd Aug 2007 | 4:11 pm | RNS | Rule 8.1- Sanctuary Group plc |
| 31st Jul 2007 | 6:10 pm | RNS | Holding in Company |
| 31st Jul 2007 | 6:08 pm | RNS | Holding in Company |
| 30th Jul 2007 | 6:06 pm | RNS | Holding(s) in Company |
| 30th Jul 2007 | 3:06 pm | PRN | Rule 8.3 - Sanctuary Group plc |
| 30th Jul 2007 | 11:34 am | RNS | Rule 8.3- Sanctuary Grp |
| 30th Jul 2007 | 10:09 am | RNS | EPT Disclosure |
| 27th Jul 2007 | 5:09 pm | RNS | Rule 8.1- Sanctuary Group Plc |
| 27th Jul 2007 | 4:46 pm | RNS | Rule 2.10 Announcement |
| 27th Jul 2007 | 2:35 pm | RNS | Rule 8.1- Sanctuary Group plc |
| 27th Jul 2007 | 7:01 am | RNS | Offer Update |
| 26th Jul 2007 | 2:28 pm | PRN | Rule 8.3 - Sanctuary Grp |
| 25th Jul 2007 | 11:25 am | RNS | EPT Disclosure |
| 24th Jul 2007 | 1:21 pm | RNS | Holding in Company |
| 24th Jul 2007 | 11:27 am | RNS | EPT Disclosure |
| 24th Jul 2007 | 7:00 am | RNS | Disposal |
| 23rd Jul 2007 | 12:25 pm | PRN | Rule 8.3 - Sanctuary Group Plc |
| 23rd Jul 2007 | 9:10 am | RNS | Offer Update |
| 20th Jul 2007 | 3:00 pm | RNS | Merger Update |
| 20th Jul 2007 | 11:28 am | RNS | Result of EGM |
| 19th Jul 2007 | 12:51 pm | RNS | EPT Disclosure |
| 19th Jul 2007 | 12:48 pm | RNS | Rule 8.1- Sanctuary Group plc |
| 19th Jul 2007 | 9:45 am | RNS | Rule 8.1- Sanctuary Grp |
| 18th Jul 2007 | 10:51 am | RNS | EPT Disclosure |
| 17th Jul 2007 | 2:42 pm | RNS | Holding(s) in Company |
| 17th Jul 2007 | 10:05 am | RNS | EPT Disclosure |
| 16th Jul 2007 | 5:58 pm | RNS | Rule 8.1- Sanctuary Group plc |
| 16th Jul 2007 | 9:44 am | RNS | EPT Disclosure |
| 13th Jul 2007 | 9:49 am | RNS | EPT Disclosure |
| 13th Jul 2007 | 7:00 am | RNS | Offer Update |
| 12th Jul 2007 | 3:50 pm | RNS | Holding(s) in Company |
| 12th Jul 2007 | 9:57 am | RNS | EPT Disclosure |
| 11th Jul 2007 | 10:26 am | RNS | EPT Disclosure |
| 10th Jul 2007 | 1:33 pm | RNS | Rule 8.3- Sanctuary Group Plc |
| 10th Jul 2007 | 9:47 am | RNS | EPT Disclosure |
| 10th Jul 2007 | 7:00 am | RNS | Rule 8.3- Sanctuary Group PLC |
| 9th Jul 2007 | 9:54 am | RNS | EPT Disclosure-Replacement |
| 9th Jul 2007 | 9:40 am | RNS | EPT Disclosure |
| 3rd Jul 2007 | 3:00 pm | RNS | Prior Notice of Merger |
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