Re: Unsolicited approach

24 Jul 2006 08:01

Sanctuary Group PLC24 July 2006 24 July 2006: For immediate release THE SANCTUARY GROUP Statement re unsolicited approach The Board of The Sanctuary Group, ('Sanctuary' or 'Company'), the internationalmusic group, has noted the recent press speculation and the announcement made at7.00 a.m. today by MAMA Group Plc ("MAMA"). The Board confirms that it hasreceived an unsolicited approach from MAMA that may or may not lead to an offerfor the Company. The Board is continuing to evaluate the proposal and whilst this evaluationremains at a very preliminary stage the Board has already indicated awillingness, in principle, to meet with MAMA Group plc following the publicationof Sanctuary's interim results for the six months ended 31 March 2006. Sanctuaryexpects to publish its interim results for the six months ended 31 March 2006 by26 July 2006. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1 per cent. ormore of any class of "relevant securities" of Sanctuary, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Sanctuary, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Sanctuary by MAMA or the Company or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. -Ends- Enquiries Craig Breheny / Ash Spiegelberg Brunswick +44 (0) 20 7404 5959 Note to Editors Sanctuary is a UK listed international music group, encompassing recordedproduct, merchandising, artist management and arranging and negotiating liveperformances. It has four main operating divisions: Recorded Product; ArtistManagement; Merchandising; and Live Agency. This information is provided by RNS The company news service from the London Stock Exchange