Offer Unconditional in all respects

 

TIDMHMV TIDMMAMA 
 
RNS Number : 4271G 
HMV Group PLC 
01 February 2010 
 
HMV Group plc 
                                                           For immediate release 
1 February 2010 
  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO 
    SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
                             RECOMMENDED CASH OFFER 
                                       BY 
                                  HMV GROUP PLC 
                                      FOR 
                                 MAMA GROUP PLC 
Offer unconditional as to Acceptances and declared unconditional in all respects 
Offer unconditional as to Acceptances 
HMV Group plc ("HMV") announces that as at 1 p.m. on 29 January 2010, valid 
acceptances had been received in respect of 455,812,753 MAMA Shares representing 
approximately 56.4 per cent. of MAMA's issued share capital. None of these 
acceptances were received from persons acting in concert with HMV. 
On 23 December 2009, HMV announced that it had received irrevocable undertakings 
to accept the Offer from the Directors of MAMA (other than Christopher Pennie 
who does not hold any MAMA Shares) in respect of their own entire beneficial 
holdings amounting to, in aggregate, 71,720,270 MAMA Shares (representing 
approximately 8.9 per cent. of the issued share capital of MAMA). HMV also 
announced that certain other shareholders of MAMA had entered into irrevocable 
undertakings to accept the Offer in respect of 121,494,126 MAMA Shares 
beneficially owned by them, representing approximately 15 per cent. of the 
issued share capital of MAMA.  Accordingly, HMV had received irrevocable 
undertakings to accept the Offer in respect of a total of 193,214,396 MAMA 
Shares. As at 29 January 2010, valid acceptances had been received in respect of 
142,271,521 of these MAMA Shares. 
In addition, since the commencement of the Offer Period, as announced on 10, 11 
and 14 December 2010, HMV has acquired in aggregate 79,750,000 MAMA Shares 
(representing approximately 9.9 per cent of MAMA's issued share capital). 
Accordingly, as at 1 p.m. on 29 January 2010, HMV owned or had received valid 
acceptances in respect of a total of 535,562,753 MAMA Shares, representing 
approximately 66.3 per cent. of MAMA's issued share capital. 
Offer declared unconditional in all respects 
HMV announces that all of the conditions of the Offer have now been either 
satisfied or waived, and accordingly the Offer is hereby declared unconditional 
in all respects. 
Simon Fox, Chief Executive of HMV Group, commented: 
 
 "I am delighted that our offer for MAMA Group has been successful, and to 
welcome our new colleagues from MAMA to HMV. 
 
"The acquisition represents a further significant step for HMV as we continue 
the transformation of our business begun in 2007. Building on the successful 
platform created by the formation of our joint venture with MAMA just over a 
year ago, we will be embarking on exciting new growth plans for the Group in 
live music and ticketing." 
 
Settlement 
The consideration will be despatched (or credited through CREST) on 15 February 
2010 to MAMA Shareholders who have validly accepted the Offer on or before the 
date of this announcement.  Thereafter, consideration will be despatched (or 
credited through CREST) to MAMA Shareholders who validly accept the Offer within 
14 days of receipt of an acceptance valid in all respects. 
De-listing 
As stated in the Offer Document, if HMV receives acceptances of the Offer which 
would result in HMV holding MAMA Shares carrying in aggregate 75 per cent. or 
more of the total voting rights exercisable at general meetings of MAMA, HMV may 
apply for the cancellation of admission of MAMA Shares to trading on the AIM 
market of the London Stock Exchange. 
Acceptance of the Offer 
MAMA Shareholders who have not yet accepted the Offer and who hold MAMA Shares, 
or any of them, in certificated form (that is, not in CREST) are urged to 
complete, sign and return the Form of Acceptance, accompanied by valid share 
certificates or other documents of title, so as to be received by Capita 
Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, 
Kent, BR3 4TU as soon as possible. 
MAMA Shareholders who hold MAMA Shares in uncertificated form (that is, in 
CREST) are urged to accept the Offer by following the procedure for Electronic 
Acceptance through CREST so that the TTE instruction settles as soon as 
possible. If you hold MAMA Shares as a CREST sponsored member, you should refer 
to your CREST sponsor as only your CREST sponsor will be able to send the 
necessary TTE instruction to CREST. 
 
The Offer will remain open until further notice. 
 
Terms defined in the Offer Document shall have the same meanings in this 
announcement. 
A copy of the Offer Document is available for inspection at the offices of 
Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS and also on 
HMV's website at www.hmvgroup.com/investors/. 
Enquiries 
HMV Group plc 
Telephone:        [phone] 
 
Paul Barker 
 
Nomura (financial adviser and broker to HMV)                     Telephone: 
  020 7102 1000 
 
Aidan Clegg 
Peter Bell 
Ed Matthews (Corporate Broking) 
 
Citi (broker to HMV) 
 Telephone:        [phone] 
 
Andrew Seaton 
 
Brunswick (public relations adviser to HMV)                       Telephone: 
   020 7404 5959 
 
Susan Gilchrist 
Laura Cummings 
Saadia Saeed 
 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or the solicitation of an offer to buy 
or subscribe for any securities pursuant to the Offer or otherwise.  The Offer 
is made solely by the Offer Document and the Form of Acceptance accompanying the 
Offer Document, which contain the full terms and conditions of the Offer, 
including details of how the Offer may be accepted. 
Nomura, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively as financial adviser and broker to HMV 
and no one else in connection with the contents of this announcement and the 
Offer and will not be responsible to any person other than HMV for providing the 
protections afforded to clients of Nomura, nor for providing advice in relation 
to the Offer or any matters referred to herein. 
Citi, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting as broker exclusively for HMV and no one else in 
connection with the matters described in this announcement and is not advising 
any other person and accordingly will not be responsible to anyone other than 
HMV for providing the protections afforded to clients of Citi nor for providing 
advice in relation to the matters described in this announcement. 
The laws of the relevant jurisdictions may affect the availability of the Offer 
to persons who are not resident in the United Kingdom.  Persons who are not 
resident in the United Kingdom or who are subject to laws of any jurisdiction 
other than the United Kingdom, should inform themselves about, and observe, any 
applicable requirements.  Any person (including nominees, trustees and 
custodians) who would, or otherwise intends to, forward this announcement, the 
Offer Document and/or the Form of Acceptance or any accompanying document to any 
jurisdiction outside the United Kingdom should refrain from doing so and seek 
appropriate professional advice before taking any action. 
The Offer will not be made, directly or indirectly, in or into, or by use of the 
mails of, or by any means or instrumentality (including, without limitation, 
telephonically or electronically) of interstate or foreign commerce of, or any 
facility of any securities exchange of, the United States, Australia or Japan 
and will not be capable of acceptance by any such use, means, instrumentality or 
facility or from within the United States, Australia or Japan.  Accordingly, 
neither this announcement, the Offer Document nor the Form of Acceptance is 
being, and must not be, directly or indirectly, mailed or otherwise forwarded, 
transmitted, distributed or sent in, into or from the United States, Australia 
or Japan. Doing so may render invalid any purported acceptance of the Offer. All 
MAMA Shareholders or other persons (including nominees, trustees or custodians) 
who would or otherwise intend to, or may have a contractual or legal obligation 
to, forward this announcement, the Offer Document and/or the Form of Acceptance 
to any jurisdiction outside the United Kingdom should refrain from doing so and 
seek appropriate professional advice before taking any action. 
The Offer is capable of acceptance only by persons outside the United States. 
Offering materials with respect to this Offer are not to be, and may not be, 
distributed in or sent to the United States and may not be used for the purpose 
of solicitation of an offer to purchase or sell any securities in the United 
States.  Any tenders received from persons resident in the United States or with 
United States mailing addresses will be rejected. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code if any person is or becomes 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of MAMA, all "dealings" in any "relevant securities" of 
MAMA (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 
3.30 pm (London time) on the London business day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Offer becomes, or is declared, unconditional as to acceptances, lapses or is 
otherwise withdrawn or on which the "offer period" otherwise ends.  If two or 
more persons act together pursuant to an agreement or understanding (whether 
formal or informal) to acquire an "interest" in "relevant securities" of MAMA, 
they will be deemed to be a single person for the purposes of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of MAMA by HMV or MAMA, or by any of their respective "associates" 
must also be publicly disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities.  In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. 
If you are in any doubt as to the application of Rule 8 to you, please contact 
an independent financial adviser authorised under the Financial Services and 
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or 
contact the Panel on telephone number [phone]; fax [phone]. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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