TIDMHMV TIDMMAMA
RNS Number : 6229E
HMV Group PLC
23 December 2009
HMV GROUP PLC
23 December 2009
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
· The Boards of HMV Group plc ("HMV") and MAMA Group Plc ("MAMA") announce that
agreement has been reached on a recommended cash offer to be made by HMV to
acquire all of the issued and to be issued Ordinary Shares of MAMA not already
owned by HMV.
· The Offer will be 5.4 pence per MAMA Share in cash and values the entire
issued share capital of MAMA at approximately GBP46 million on a fully diluted
basis.
· The Offer represents:
· a premium of approximately 23.4 per cent. to the middle market price of a MAMA
Share at the close of business on 4 December 2009, being the last dealing day
prior to the announcement by SMS Finance S.A. of an offer for MAMA; and
· a premium of approximately 45.7 per cent. over the volume weighted average
price of a MAMA Share over the last 6 months prior to 4 December 2009; and
· a discount of approximately 1.8 per cent. to the closing price of 5.5 pence
per MAMA share on 22 December 2009, being the last business day prior to the
announcement by HMV of an offer for MAMA.
· The Directors of MAMA intend unanimously to recommend that MAMA Shareholders
accept the Offer as they have irrevocably undertaken to do in respect of their
own beneficial shareholdings of MAMA shares (representing approximately 8.9 per
cent. of the issued share capital of MAMA).
· Schroder Investment Management Limited and Herald Investment Trust plc have
entered into irrevocable undertakings to accept the Offer in respect of
121,494,126 MAMA Shares beneficially owned by them, representing approximately
15.0 per cent. of the issued share capital of MAMA.
· Therefore, in combination with the 9.9% of MAMA already owned, HMV either owns
or has received irrevocable undertakings over approximately 33.8% of MAMA's
share capital.
· The acquisition of MAMA builds on the successful platform created by the
formation of Mean Fiddler Group Limited ("MFG") in January 2009 and represents a
further significant step for HMV as it continues the transformation of the HMV
business begun in 2007. HMV believes it will be able to accelerate the growth of
the live venues and the festivals business by bringing them under its ownership
and will also be able to drive further cost and revenue synergies out of
operating them alongside HMV's existing businesses.
· The conditions and certain terms of the Offer are set out in the attached
announcement together with information on MAMA and on HMV.
· Commenting on the Offer, Simon Fox, Chief Executive of HMV said:
"I am delighted that we have agreed terms for a recommended offer. Our joint
venture has worked well since its formation and the full combination of HMV and
MAMA will enable us to accelerate our growth into live music."
· Adam Driscoll and Dean James, Co-Chief Executives of MAMA, said:
"Over the last 4 years we have developed MAMA into the substantial music company
which we believe it is today. In particular, MAMAs activities in the live music
market have demonstrated rapid growth. We were excited about the opportunities
that were created when we entered into the joint venture with HMV in January
2009. That operation has worked extremely well and we believe there are even
greater opportunities to develop and evolve the live music operations, alongside
our artist services business, within the HMV group of businesses. We are
delighted that HMV has recognised the financial and strategic value of the MAMA
Group via this offer."
This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement. Appendix 4 of this announcement contains
definitions of certain terms used in this summary and in the announcement.
Appendix 3 contains the sources and bases of certain information used in this
summary and in the announcement.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.hmvgroup.com and
www.mamagroup.co.uk .
Enquiries
HMV Group plc
Telephone: 01628 818 300
Simon Fox
Neil Bright
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: 020 7986 4000
Andrew Seaton
Brunswick (public relations adviser to HMV) Telephone:
020 7404 5959
Susan Gilchrist
Laura Cummings
Saadia Saeed
MAMA Group Plc
Telephone: 020 7688 9000
Adam Driscoll
Dean James
Panmure Gordon (financial adviser and broker to MAMA) Telephone: 020 7459
3600
Dominic Morley
Callum Stewart
Square1 Consulting (public relations adviser to MAMA)
Mark Longson
Telephone: 020 7929 5599
HMV and its directors accept responsibility for the information contained in
this document other than the information relating solely to MAMA Group for which
MAMA and the directors of MAMA accept responsibility. To the best of the
knowledge and belief of HMV, MAMA and their respective directors (who have taken
all reasonable care to ensure such is the case), the information contained in
this announcement for which they respectively take responsibility is in
accordance with the facts and does not omit anything likely to effect the import
of such information.
Nomura, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting 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 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.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MAMA and for 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 MAMA for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the matters described in this
announcement.
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
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
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 will be capable of acceptance only by persons outside the United
States. Offering materials with respect to this Offer will not 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.
This document contains statements that constitute forward looking statements in
its general meaning and within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements appear in a number of places in this
document and include statements regarding the intent, belief or current
expectations of the customer base, estimates regarding future growth in the
different business lines and the global business, market share, financial
results and other aspects of the activity and situation relating to HMV. The
forward-looking statements in this document can be identified, in some
instances, by the use of the words such as "expects", "anticipates", "intends",
"believes", and similar language or the negative thereof or by the
forward-looking nature of discussions of strategy, plans or intentions.
Such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and actual results may differ materially from
those in the forward looking statements as a result of various factors.
+--------------------------------------------------------------------------+----------+
| 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 Panels website at | |
| www.takeoverpanel.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 Panels 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 Panels website at | |
| www.takeoverpanel.org.uk or contact the Panel on telephone number +4420 | |
| 76380129; fax +4420 72367013. | |
+--------------------------------------------------------------------------+----------+
HMV GROUP PLC
23 December 2009
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
+---------------------------------------------------------------------------------+---+
| 1. Introduction | |
+---------------------------------------------------------------------------------+---+
| The Boards of HMV Group plc ("HMV") and MAMA Group Plc ("MAMA") announce that | |
| agreement has been reached on the terms of a recommended cash offer to be made | |
| by HMV to acquire all of the issued and to be issued share capital of MAMA, | |
| which, at the time the Offer is made, is not already owned by HMV. | |
| The Offer values each MAMA Share at 5.4 pence and the entire issued and to be | |
| issued share capital of MAMA at approximately GBP46 million on a fully diluted | |
| basis. | |
+---------------------------------------------------------------------------------+---+
2. Background to and reasons for the Offer
In January 2009, HMV entered the live music market through the formation of Mean
Fiddler Group ("MFG"), a 50:50 joint venture with MAMA, containing 11 music and
entertainment venues in the UK. This agreement strengthened HMV as a leading
music and entertainment brand, positioning HMV as a leading owner of UK live
music venues and providing a building block for long-term growth.
Progress made by the MFG venues in combination with HMVs increasing ticketing
activities during the subsequent 11 months have confirmed to HMV that further
opportunities are available to HMVs business and brand within the market for
live music and entertainment.
A marketing combination has been successfully established between the MFG venues
and HMVs national store network, hmv.com and through its relationships with
music labels and artists. By leveraging these assets, HMV has been able to
create new commercial opportunities for artists and offers for customers, which
in turn are helping to drive utilisation of the MFG venues. HMV expects to open
further venues to leverage the popularity of live music and to increase the
opportunities for touring artists. Additionally, HMV intends to focus on
maximising the potential to market and to promote MAMAs live venues, as well as
building on its summer music festivals business.
HMVs related ticketing activities are also benefiting from its increased
presence within the live music market. HMV believes that there are further
opportunities to accelerate the growth of its ticketing activities across the
MFG venues, MAMAs portfolio of summer festivals, as well as to third-party
events and venues.
In summary, the acquisition of MAMA builds on the successful platform created by
the formation of MFG in January 2009 and represents a further significant step
for HMV as it continues the transformation of the HMV business begun in 2007.
Furthermore, HMV believes it will be able to accelerate the growth of the live
venues and the festivals business by bringing them under its ownership, and will
also be able to drive further cost and revenue synergies out of operating them
alongside HMV's existing businesses.
3. The Offer
+------------------------------------------------------------------------+------------+
| The Offer, which is subject to the conditions and further terms set | |
| out below (and in Appendix 1) and to be set out in the Offer Document | |
| when issued, will be made on the following basis: | |
| for each MAMA Share5.4 pence in cash | |
+------------------------------------------------------------------------+------------+
| The Offer represents: | |
| · a premium of approximately 23.4 per cent. to the middle market price | |
| of a MAMA Share at the close of business on 4 December 2009, being the | |
| last dealing day prior to the announcement by SMS Finance S.A. of an | |
| offer for MAMA; and | |
| · a premium of approximately 45.7 per cent. over the volume weighted | |
| average price of a MAMA Share over the last 6 months prior to 4 | |
| December 2009; and | |
| · a discount of approximately 1.8 per cent. to the closing price of | |
| 5.5 pence per MAMA share on 22 December 2009, being the last business | |
| day prior to the announcement by HMV of an offer for MAMA. | |
+------------------------------------------------------------------------+------------+
| The Offer values the entire issued and to be issued share capital of | |
| MAMA at approximately GBP46 million on a fully diluted basis. | |
+------------------------------------------------------------------------+------------+
| 1. Terms and Conditions of the Offer | |
+------------------------------------------------------------------------+------------+
| The MAMA Shares will be acquired by HMV fully paid and free from all | |
| liens, equities, charges, encumbrances and other interests and | |
| together with all rights now or hereafter attaching thereto, including | |
| the right to receive and retain all dividends and other distributions | |
| declared, made or paid hereafter. The conditions and certain further | |
| terms of the Offer are set out or referred to in Appendix 1. | |
+------------------------------------------------------------------------+------------+
| There are no agreements or arrangements to which HMV is a party which | |
| relate to the circumstances in which it may or may not invoke or seek | |
| to invoke a pre-condition or condition of the Offer. | |
+------------------------------------------------------------------------+------------+
| MAMA will pay HMV an amount equal to the value of one per cent. of the | |
| fully diluted share capital of MAMA at a price of 5.4 pence per MAMA | |
| Share in the event that an Alternative Offer is declared wholly | |
| unconditional. | |
+------------------------------------------------------------------------+------------+
| 2. Irrevocable Undertakings | |
+------------------------------------------------------------------------+------------+
| The Directors of MAMA (other than Chris Pennie who does not hold any | |
| MAMA Shares) have entered into irrevocable undertakings to accept the | |
| Offer in respect of 71,720,270 MAMA Shares beneficially owned by them, | |
| representing approximately 8.9 per cent. of the issued share capital | |
| of MAMA. | |
+------------------------------------------------------------------------+------------+
| Certain shareholders of MAMA have entered into irrevocable | |
| undertakings to accept the Offer in respect of 121,494,126 MAMA Shares | |
| beneficially owned by them, representing approximately 15.0 per cent. | |
| of the issued share capital of MAMA. | |
+------------------------------------------------------------------------+------------+
| The irrevocable undertakings given by Herald Investment Trust plc and | |
| Schroder Investment Management Limited will cease to be binding if a | |
| competing offer is made at a price which is 5.94 pence or greater. | |
+------------------------------------------------------------------------+------------+
| Details of the irrevocable undertakings entered into are set out in | |
| Appendix 2. | |
+------------------------------------------------------------------------+------------+
| 3. Information on MAMA | |
+------------------------------------------------------------------------+------------+
| The MAMA Group is the operator of one of the largest estates of live | |
| music venues in the UK, which comprises its "Barfly" venues and the | |
| venues held through its joint venture with HMV called The Mean Fiddler | |
| Group Limited. MFG is responsible for the ownership and operation of | |
| 11 venues, namely The HMV Hammersmith Apollo, HMV Forum, Relentless | |
| Garage, Jazz Café, Edinburgh HMV Picture House, Birmingham Institute, | |
| Heaven, G-A-Y Bar, G-A-Y Late, The Borderline and Aberdeen Warehouse. | |
| MFG is the largest part of the MAMA Group in terms of revenue and | |
| profitability. The MAMA Group is also the operator of award-winning | |
| festivals and currently operates festivals under the "Lovebox" brand | |
| within England and the "Godskitchen" and "Global Gathering" brands | |
| within the UK, Europe and Asia. In addition, the artist services | |
| division of the MAMA Group is responsible for the direct management of | |
| over 40 musical artists and, via its stake in the Nettwerk Music | |
| Group, has an interest in the management of a further 40 recording | |
| artists, both in the UK and North America. The MAMA Group also | |
| provides merchandising and publishing services to a number of its | |
| management clients and third parties. | |
| For the year ended 31 July 2009, MAMA reported profit before tax of | |
| GBP4.8 million (2008: GBP49,000) on turnover of GBP38.2 million (2008: | |
| GBP33.5 million). The net assets of MAMA were GBP29.6 million as at 31 | |
| July 2009 (2008: GBP23.5 million). | |
+------------------------------------------------------------------------+------------+
| 4. Information on HMV | |
+------------------------------------------------------------------------+------------+
| HMV Group is an entertainment and book retailer in the UK and Ireland, | |
| with its principal international operations in Asia Pacific and | |
| Canada. HMV Group comprises two highly recognised retail brands, HMV | |
| and Waterstones, which are leaders in their respective fields. As at | |
| 25 April 2009, the group operated from 722 stores in 7 different | |
| countries. | |
+------------------------------------------------------------------------+------------+
| In its full year results for the 52 weeks ended 25 April 2009, HMV | |
| Group reported revenues of GBP1,956.7 million (2008: GBP1,874.9 | |
| million), pre exceptional operating profits of GBP70.3 million (2008: | |
| GBP66.2 million) and adjusted earnings per share of 11.1 pence (2008: | |
| 10.1 pence). As at 25 April 2009, the consolidated net assets of HMV | |
| Group were GBP99.6 million (2008: GBP58.8 million) and closing | |
| underlying net debt was GBP6.5 million (2008: GBP0.2 million). | |
+------------------------------------------------------------------------+------------+
| 5. Financing the Offer | |
+------------------------------------------------------------------------+------------+
| The cash consideration payable to MAMAs Shareholders under the terms | |
| of the Offer will be funded from HMVs existing bank facilities. | |
+------------------------------------------------------------------------+------------+
| Nomura is satisfied that sufficient cash resources are available to | |
| HMV to satisfy the cash consideration payable to MAMA Shareholders if | |
| there is full acceptance of the Offer. | |
+------------------------------------------------------------------------+------------+
| 6. Employees | |
+------------------------------------------------------------------------+------------+
| HMV looks forward to welcoming the employees of the MAMA Group into | |
| the HMV Group. The Board of HMV has confirmed that the existing | |
| employment rights of the employees of the MAMA Group will be fully | |
| safeguarded. | |
+------------------------------------------------------------------------+------------+
| 7. Share Option Schemes | |
+------------------------------------------------------------------------+------------+
| The Offer will extend to any MAMA Shares unconditionally allotted or | |
| issued whilst the Offer remains open for acceptance (or by such | |
| earlier date as HMV may, subject to the City Code, decide) pursuant to | |
| the exercise of options under the Share Option Schemes or otherwise. | |
+------------------------------------------------------------------------+------------+
| To the extent that options under the Share Option Schemes are not so | |
| exercised, and if the Offer becomes or is declared unconditional in | |
| all respects, HMV will make appropriate proposals to option holders in | |
| due course. | |
+------------------------------------------------------------------------+------------+
| 8. Inducement Fee | |
+------------------------------------------------------------------------+------------+
| As an inducement to HMV to make the Offer, MAMA has agreed to pay HMV | |
| an amount equal to the value in cash of one per cent. of the fully | |
| diluted share capital of MAMA at the offer price set out in this | |
| announcement as calculated in accordance with Rule 21.2 of the Code | |
| (inclusive of VAT save to the extent recoverable by MAMA) if an | |
| Alternative Offer is announced during the Exclusivity Period and that | |
| Alternative Offer is declared unconditional in all respects. In such | |
| circumstances, such payment shall be made within 14 days of the event | |
| which gives rise to the obligation to make the payment. For these | |
| purposes, "Exclusivity Period" shall mean the period from the date of | |
| this press release until the date when the Offer is declared wholly | |
| unconditional or lapses or is withdrawn. | |
+------------------------------------------------------------------------+------------+
| 9. Recommendation | |
+------------------------------------------------------------------------+------------+
| The Directors of MAMA, who have been so advised by Panmure Gordon, | |
| consider the terms of the Offer to be fair and reasonable. In | |
| providing advice to the Directors of MAMA, Panmure Gordon has taken | |
| into account the commercial assessments of the Directors of MAMA. | |
| Accordingly, the Directors of MAMA unanimously intend to recommend | |
| holders of MAMA Shares to accept the Offer as they have irrevocably | |
| undertaken so to do in respect of their own aggregate beneficial | |
| shareholdings of 71,720,270 MAMA Shares (representing approximately | |
| 8.9 per cent. of the MAMA Shares). | |
+------------------------------------------------------------------------+------------+
| 10. Cancellation of admission to trading, compulsory acquisition | |
| and re- | |
| registration | |
+------------------------------------------------------------------------+------------+
| 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, and | |
| subject to any applicable regulatory requirements, HMV may apply for | |
| the cancellation of admission of MAMA Shares to trading on AIM. | |
+------------------------------------------------------------------------+------------+
| Cancellation of admission to trading would significantly reduce the | |
| liquidity and marketability of any MAMA Shares not assented to the | |
| Offer at that time. It is also intended that, if such cancellation was | |
| to be approved, MAMA would also be re-registered as a private company | |
| under the relevant provisions of the Companies Act. | |
+------------------------------------------------------------------------+------------+
| If HMV receives acceptances under the Offer in respect of, and/or | |
| otherwise acquires, 90 per cent. or more in nominal value of the MAMA | |
| Shares to which the Offer relates (and 90 per cent. or more of the | |
| voting rights carried by MAMA Shares to which the Offer relates) and | |
| assuming all other conditions of the Offer have been satisfied or | |
| waived (if they are capable of being waived), HMV intends to exercise | |
| its rights pursuant to the provisions of Chapter 3 of Part 28 of the | |
| Companies Act to acquire compulsorily the remaining MAMA Shares in | |
| respect of which the Offer has not been accepted. | |
+------------------------------------------------------------------------+------------+
| 11. Disclosure of interests in MAMA Shares | |
+------------------------------------------------------------------------+------------+
| HMV holds 79,750,000 MAMA Shares, representing approximately 9.9 per | |
| cent. of the issued share capital of MAMA. | |
+------------------------------------------------------------------------+------------+
| Except as disclosed in this paragraph, as at the last practicable date | |
| prior to this announcement, neither HMV nor any of the HMV Directors | |
| nor, so far as HMV is aware, any person acting in concert with HMV had | |
| an interest in or right to subscribe for relevant securities of MAMA | |
| or had any short position in relation to relevant securities of MAMA | |
| (whether conditional or absolute and whether in the money or | |
| otherwise), including any short position under a derivative, any | |
| agreement to sell or any delivery obligation or right to require | |
| another person to purchase or take delivery of any relevant securities | |
| of MAMA. | |
+------------------------------------------------------------------------+------------+
| 12. General | |
+------------------------------------------------------------------------+------------+
| It is expected that the Offer Document, which it is expected will | |
| include a letter of recommendation from the Co-Chief Executives of | |
| MAMA, will be despatched to MAMA Shareholders by HMV in January2010 | |
| and in any event (save with the consent of the Panel) within 28 days | |
| of this announcement. | |
+------------------------------------------------------------------------+------------+
| The Offer will be on the terms and subject to the conditions set out | |
| herein and in Appendix 1 and to be set out in the Offer Document. | |
+------------------------------------------------------------------------+------------+
| The Offer will be governed by English law and will be subject to the | |
| jurisdiction of the English courts. | |
+------------------------------------------------------------------------+------------+
| Appendix 4 contains definitions of certain terms used in this | |
| announcement. Details of the sources and bases of certain information | |
| set out in this announcement are included in Appendix 3. | |
+------------------------------------------------------------------------+------------+
| In accordance with Rule 19.11 of the City Code, a copy of this | |
| announcement will be published on the following websites: | |
| www.hmvgroup.com and www.mamagroup.co.uk. | |
| | |
+------------------------------------------------------------------------+------------+
| | |
| Enquiries: | |
| | |
+------------------------------------------------------------------------+------------+
| HMV Group plc | |
| Telephone: 01628 818 300 | |
| | |
| Simon Fox | |
| Neil Bright | |
| 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: 020 7986 4000 | |
| | |
| Andrew Seaton | |
| | |
+------------------------------------------------------------------------+------------+
| Brunswick (public relations adviser to HMV) | |
| Telephone: 020 7404 5959 | |
| | |
| Susan Gilchrist | |
| Laura Cummings | |
| Saadia Saeed | |
+------------------------------------------------------------------------+------------+
| MAMA Group Plc | |
| Telephone:020 7688 9000 | |
| Adam Driscoll | |
| Dean James | |
| | |
+------------------------------------------------------------------------+------------+
| Panmure Gordon (financial adviser and broker to MAMA) Telephone:020 | |
| 7459 3600 | |
| | |
| Dominic Morley | |
| Callum Stewart | |
| | |
| Square1 Consulting (public relations adviser to MAMA) | |
| | |
| Mark Longson | |
| Telephone: 020 7929 5599 | |
| | |
| | |
+------------------------------------------------------------------------+------------+
HMV and its directors accept responsibility for the information contained in
this document other than the information relating solely to MAMA Group for which
MAMA and the directors of MAMA accept responsibility. To the best of the
knowledge and belief of HMV, MAMA and their respective directors (who have taken
all reasonable care to ensure such is the case), the information contained in
this announcement for which they respectively take responsibility is in
accordance with the facts and does not omit anything likely to effect the import
of such information.
Nomura, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting 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 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.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MAMA and for 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 MAMA for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the matters described in this
announcement.
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
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
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 will be capable of acceptance only by persons outside the United
States. Offering materials with respect to this Offer will not 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.
This document contains statements that constitute forward looking statements in
its general meaning and within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements appear in a number of places in this
document and include statements regarding the intent, belief or current
expectations of the customer base, estimates regarding future growth in the
different business lines and the global business, market share, financial
results and other aspects of the activity and situation relating to HMV. The
forward-looking statements in this document can be identified, in some
instances, by the use of the words such as "expects", "anticipates", "intends",
"believes", and similar language or the negative thereof or by the
forward-looking nature of discussions of strategy, plans or intentions.
Such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and actual results may differ materially from
those in the forward looking statements as a result of various factors.
+--------------------------------------------------------------------------+----------+
| 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 Panels 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 Panels 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 Panels website at | |
| www.thetakeoverpanel.org.uk or contact the Panel on telephone number | |
| +4420 76380129; fax +4420 72367013. | |
+--------------------------------------------------------------------------+----------+
APPENDIX 1
Conditions and certain further terms of the Offer
1. Conditions
The Offer will comply with the applicable rules and regulations of the London
Stock Exchange and the City Code, will be governed by English law and will be
subject to the jurisdiction of the courts of England and to the terms and
conditions set out below, in the Offer Document and in the Form of Acceptance.
The Offer will be subject to the following conditions:
+-----------+---------------------------------------------------------------+----------+
| (A) | valid acceptances being received (and not, where permitted, | |
| | withdrawn) by not later than 3.00pm on the first closing date | |
| | of the Offer (or such later time(s) and/or date(s) as HMV | |
| | may, subject to the rules of the City Code, decide) in | |
| | respect of more than 50 per cent. in nominal value of MAMA | |
| | Shares to which the Offer relates and more than 50 per cent. | |
| | of the voting rights carried by the MAMA Shares to which the | |
| | Offer relates. | |
+-----------+---------------------------------------------------------------+----------+
| | For the purposes of this condition: | |
+-----------+---------------------------------------------------------------+----------+
| | (i) MAMA Shares which have been unconditionally | |
| | allotted shall be deemed to carry the voting rights they will | |
| | carry upon being entered in the register of members of MAMA; | |
| | and | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) the expression "MAMA Shares to which the Offer | |
| | relates" shall be construed in accordance with Chapter 3 of | |
| | Part 28 of the Companies Act; and | |
+-----------+---------------------------------------------------------------+----------+
| | (iii) valid acceptances shall be deemed to have been | |
| | received in respect of MAMA Shares which are treated for the | |
| | purposes of s.979(8), (9) or (10) of the Companies Act as | |
| | having been acquired or contracted to be acquired by HMV by | |
| | virtue of acceptances of the Offer; | |
+-----------+---------------------------------------------------------------+----------+
| (B) | no government or governmental or quasi-governmental authority | |
| | (whether supranational, national, regional, local or | |
| | otherwise) or statutory or regulatory or investigative body | |
| | or other authority (including any anti-trust or merger | |
| | control authority), court, tribunal, arbitrary body, trade | |
| | agency, association, institution or professional or | |
| | environmental body or (without prejudice to the generality of | |
| | all the foregoing) any other person or body in any | |
| | jurisdiction (each a "Relevant Authority") having decided to | |
| | take, institute, implement or threaten any action, | |
| | proceedings, suit, investigation, enquiry or reference, or | |
| | made, proposed or enacted any statute, regulation, order, | |
| | decision or judgment, or taken any other steps which would or | |
| | might reasonably be expected to: | |
+-----------+---------------------------------------------------------------+----------+
| | (i) make the Offer, or its implementation, or the | |
| | proposed acquisition of any MAMA Shares by HMV or any of its | |
| | subsidiaries, subsidiary undertakings, associated | |
| | undertakings or any joint venture, partnership, firm or | |
| | company in which any of them has a substantial interest | |
| | (together, the "Wider HMV Group") or the subscription by, or | |
| | allotment to, any member of the Wider HMV Group of MAMA | |
| | Shares or any matter arising therefrom or relating thereto, | |
| | void, illegal or unenforceable under the laws of any relevant | |
| | jurisdiction or otherwise, directly or indirectly, restrain, | |
| | prohibit, restrict or delay the Offer, its implementation or | |
| | such proposed acquisition by any member of the Wider HMV | |
| | Group or any matter arising therefrom or relating thereto or | |
| | impose additional conditions or obligations with respect | |
| | thereto, or otherwise challenge or interfere therewith; | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) result in a material delay in the ability of any | |
| | member of the Wider HMV Group, or render any member of the | |
| | Wider HMV Group unable, to acquire all or some of the MAMA | |
| | Shares or other securities in MAMA or require, prevent or | |
| | delay a divestiture by any member of the Wider HMV Group of | |
| | any such shares or securities; | |
+-----------+---------------------------------------------------------------+----------+
| | (iii) require, prevent or delay the divestiture or | |
| | surrender by HMV Group or any member of the Wider HMV Group | |
| | or by MAMA or any of its respective subsidiaries, subsidiary | |
| | undertakings, associated undertakings or any joint venture, | |
| | partnership, firm or company in which any of them has a | |
| | substantial interest (together, the "Wider MAMA Group") of | |
| | all or any material portion of their respective businesses, | |
| | assets or properties, or of any consent, licence, permission | |
| | or approval necessary to carry on their respective businesses | |
| | or which would or might impose any material limitation on the | |
| | ability of any of them to conduct all or any material portion | |
| | of their respective businesses or to own all or any material | |
| | portion of their respective assets or properties; | |
+-----------+---------------------------------------------------------------+----------+
| | (iv) impose any limitation on the ability of HMV or any | |
| | other member of the Wider HMV Group or of the Wider MAMA | |
| | Group to acquire, or to hold or exercise effectively, | |
| | directly or indirectly, any rights of ownership in respect of | |
| | shares or other securities (or the equivalent) in any member | |
| | of the Wider MAMA Group or to exercise management control | |
| | over MAMA or any other member of the MAMA Group; | |
+-----------+---------------------------------------------------------------+----------+
| | (v) otherwise adversely affect the business, profits or | |
| | prospects of any member of the Wider HMV Group or of the | |
| | Wider MAMA Group the effect of which is material in the | |
| | context of the Offer; | |
+-----------+---------------------------------------------------------------+----------+
| | (vi) except pursuant to Chapter 3 of Part 28 of the | |
| | Companies Act, require any member of the Wider HMV Group or | |
| | any member of the Wider MAMA Group to acquire, or offer to | |
| | acquire, any MAMA Shares or other securities (or the | |
| | equivalent) in any member of the Wider MAMA Group owned by | |
| | any third party; | |
+-----------+---------------------------------------------------------------+----------+
| | (vii) to an extent which is material in the context of | |
| | the MAMA Group, result in any member of the Wider MAMA Group | |
| | ceasing to be able to carry on business under the name which | |
| | it presently does so; or | |
+-----------+---------------------------------------------------------------+----------+
| | (viii) result in any member of the Wider HMV Group having | |
| | to dispose of any shares or other securities (or the | |
| | equivalent) in any member of the Wider MAMA Group or the | |
| | Wider HMV Group, the effect of which is material in the | |
| | context of the Offer, | |
+-----------+---------------------------------------------------------------+----------+
| | and all applicable waiting and other time periods during | |
| | which any Relevant Authority could decide to take, institute, | |
| | implement or threaten any such action, proceeding, suit, | |
| | investigation, enquiry or reference or otherwise intervene | |
| | having expired, lapsed or been terminated; | |
+-----------+---------------------------------------------------------------+----------+
| (C) | all necessary filings and applications in connection with the | |
| | Offer or its implementation having been made, all appropriate | |
| | waiting periods (including extensions thereof) in respect of | |
| | the Offer or its implementation under any applicable | |
| | legislation or regulations of any jurisdiction having | |
| | expired, lapsed or been terminated and all authorisations, | |
| | orders, recognitions, grants, consents, licences, | |
| | confirmations, clearances, permissions and approvals | |
| | ("Authorisations") necessary or reasonably considered | |
| | necessary or appropriate for or in respect of the Offer and | |
| | the proposed acquisition of any MAMA Shares or other | |
| | securities in, or control of, MAMA by the Wider HMV Group, or | |
| | which are necessary for any member of the Wider MAMA Group to | |
| | carry on its business, having been obtained in terms and in a | |
| | form satisfactory to HMV from all appropriate Relevant | |
| | Authorities or other bodies with whom any member of the Wider | |
| | HMV Group or the Wider MAMA Group has entered into | |
| | contractual arrangements in each case where the absence of | |
| | such authorisation is material in the context of the Offer | |
| | and all such Authorisations remaining in full force and | |
| | effect at the time at which the Offer becomes otherwise | |
| | unconditional and all appropriate waiting periods (including | |
| | extensions thereof) under any applicable legislation and | |
| | regulations of any jurisdiction having expired, lapsed or | |
| | been terminated and no intimation or notice of an intention | |
| | to revoke or not to renew any of the same having been | |
| | received and all necessary statutory or regulatory | |
| | obligations in connection with the Offer and its | |
| | implementation in any relevant jurisdiction having been | |
| | complied with; | |
+-----------+---------------------------------------------------------------+----------+
| (D) | there being no provision of any material arrangement, | |
| | agreement, licence, permit, franchise or other instrument to | |
| | which any member of the Wider MAMA Group is a party or by or | |
| | to which any such member or any of their assets is or are or | |
| | may be bound, entitled or subject or any circumstance which, | |
| | as a consequence of the making of the Offer or the | |
| | acquisition or proposed acquisition by any member of the | |
| | Wider HMV Group of some or all of the share capital or other | |
| | securities in MAMA or because of a change in control or | |
| | management of MAMA or otherwise, could or might reasonably be | |
| | expected to result in: | |
+-----------+---------------------------------------------------------------+----------+
| | (i) any monies borrowed by or other indebtedness | |
| | (actual or contingent) of any member of the Wider MAMA Group | |
| | which is not already repayable on demand being or becoming | |
| | repayable or being capable of being declared repayable | |
| | immediately or prior to the stated maturity date or repayment | |
| | date or the ability of any such member to borrow monies or | |
| | incur any indebtedness being withdrawn or inhibited; | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) the creation 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 MAMA Group or | |
| | any such security (whenever arising or having arisen) | |
| | becoming enforceable; | |
+-----------+---------------------------------------------------------------+----------+
| | (iii) any such arrangement, agreement, licence, permit, | |
| | franchise or other instrument, or the rights, liabilities, | |
| | obligations or interests or business of any member of the | |
| | Wider MAMA Group under any such arrangement, agreement, | |
| | licence, permit, franchise or other instrument, being | |
| | terminated or adversely modified or adversely affected or any | |
| | material action being taken or any material obligation | |
| | arising thereunder; | |
+-----------+---------------------------------------------------------------+----------+
| | (iv) otherwise than in the ordinary course of business, | |
| | any assets or interest of any member of the Wider MAMA 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; | |
+-----------+---------------------------------------------------------------+----------+
| | (v) the interest or business of any member of the Wider | |
| | HMV Group or the Wider MAMA Group in or with any person, | |
| | firm, company or body (or any arrangements relating to such | |
| | interest or business) being terminated or adversely modified | |
| | or affected; | |
+-----------+---------------------------------------------------------------+----------+
| | (vi) any member of the Wider MAMA Group ceasing to be | |
| | able to carry on business under any name under which it | |
| | presently does so; or | |
+-----------+---------------------------------------------------------------+----------+
| | (vii) the value of, or the financial or trading position | |
| | or prospects of, any member of the Wider MAMA Group being | |
| | prejudiced or adversely affected; | |
+-----------+---------------------------------------------------------------+----------+
| (E) | no member of the Wider MAMA Group having since 31 July 2009 | |
| | (except as disclosed in the annual report and accounts of | |
| | MAMA for the year then ended): | |
+-----------+---------------------------------------------------------------+----------+
| | (i) issued, agreed or authorised or proposed the issue | |
| | of additional shares of any class, or securities convertible | |
| | into, or rights, warrants or options to subscribe for or | |
| | acquire, any such shares or convertible securities (save as | |
| | between MAMA and its wholly owned subsidiaries and save for | |
| | shares issued or options or other subscription rights granted | |
| | under MAMAShare Option Schemes and the grant of any options | |
| | specifically approved at MAMAs Annual General Meeting in | |
| | January 2010); | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) recommended, declared, paid or made or proposed to | |
| | recommend, declare, pay or make any bonus, dividend or other | |
| | distribution to MAMA or a wholly owned subsidiary of MAMA; | |
+-----------+---------------------------------------------------------------+----------+
| | (iii) merged with any body corporate or acquired or | |
| | disposed of, or transferred, mortgaged or charged or created | |
| | any security interest over, any assets or any right, title or | |
| | interest in any asset (including shares and trade | |
| | investments), or authorised, proposed or announced any | |
| | intention to propose any merger, demerger, acquisition, | |
| | disposal, transfer, mortgage, charge or security interest | |
| | (other than in the ordinary course of business); | |
+-----------+---------------------------------------------------------------+----------+
| | (iv) issued, authorised or proposed the issue of any | |
| | debentures or incurred or increased any indebtedness or | |
| | contingent liability in any case to an extent which is | |
| | material in the context of the MAMA Group, taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| | (v) purchased, redeemed or repaid or announced any | |
| | proposal to purchase, redeem or repay any of its own shares | |
| | or other securities or redeemed or reduced or made any other | |
| | change to any part of its share capital in any case to an | |
| | extent which is material in the context of the MAMA Group | |
| | taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| | (vi) entered into, or varied, or authorised, proposed or | |
| | announced its intention to enter into or vary any contract, | |
| | transaction, arrangement or commitment (whether in respect of | |
| | capital expenditure or otherwise) 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, in any case, is material in the context of | |
| | the MAMA Group, taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| | (vii) implemented, authorised, proposed or announced its | |
| | intention to implement or enter into any reconstruction, | |
| | amalgamation, commitment, scheme or other transaction or | |
| | arrangement otherwise than in the ordinary course of | |
| | business; | |
+-----------+---------------------------------------------------------------+----------+
| | (viii) entered into or made an offer (which remains open | |
| | for acceptance) to enter into or vary the terms of any | |
| | service agreement or any other agreement or arrangement with | |
| | any directors or senior executives or any connected person of | |
| | any such person (within the meaning of section 252 of the | |
| | Companies Act); | |
+-----------+---------------------------------------------------------------+----------+
| | (ix) waived or compromised any claim other than in the | |
| | ordinary course of business; | |
+-----------+---------------------------------------------------------------+----------+
| | (x) 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, proposed any voluntary winding up or ceased or | |
| | threatened to cease carrying on all or a substantial part of | |
| | its business; | |
+-----------+---------------------------------------------------------------+----------+
| | (xi) made or authorised or proposed or announced an | |
| | intention to propose any change in its share or loan capital; | |
+-----------+---------------------------------------------------------------+----------+
| | (xii) entered into any contract, transaction or | |
| | arrangement which is or is reasonably likely to be | |
| | restrictive on the business of any member of the Wider HMV | |
| | Group or the Wider MAMA Group; | |
+-----------+---------------------------------------------------------------+----------+
| | (xiii) made any material alteration to its Articles of | |
| | Association or other incorporation documents; or | |
+-----------+---------------------------------------------------------------+----------+
| | (xiv) entered into or made an offer (which remains open | |
| | for acceptance) to enter into an agreement or commitment or | |
| | passed any resolution or announced or made any proposal with | |
| | respect to any of the transactions or events referred to in | |
| | this sub-paragraph ?(E); | |
+-----------+---------------------------------------------------------------+----------+
| (F) | save as publicly announced prior to 23 December 2009, since | |
| | 31 July 2009 and prior to the date when the Offer would | |
| | otherwise become unconditional: | |
+-----------+---------------------------------------------------------------+----------+
| | (i) there having been no adverse change, and no other | |
| | circumstance having arisen which would or might be likely to | |
| | result in any adverse change, in the business, assets, | |
| | financial or trading position or profits or prospects of any | |
| | member of the Wider MAMA Group to an extent which is material | |
| | in the context of the MAMA Group taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) there not having been instituted or remaining | |
| | outstanding any litigation, arbitration proceedings, | |
| | prosecution or other legal proceedings to which any member of | |
| | the Wider MAMA Group is a party (whether as claimant or | |
| | defendant or otherwise) and no such proceedings having been | |
| | announced or threatened against any such member and no | |
| | investigation by any government or governmental, | |
| | quasi-governmental, supranational, statutory, regulatory or | |
| | investigative body, authority or court (including any | |
| | anti-trust or merger control authority) against or in respect | |
| | of any such member or the business carried on by any such | |
| | member having been threatened in writing, announced, | |
| | instituted or remaining outstanding by, against or in respect | |
| | of any such member which is or is likely to be material in | |
| | the context of the MAMA Group, taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| | (iii) there having been no receiver, administrative | |
| | receiver or other encumbrancer appointed over any of the | |
| | assets of any member of the Wider MAMA Group or any analogous | |
| | proceedings or steps having taken place under the laws of any | |
| | jurisdiction and there having been no petition presented or | |
| | resolution passed for the administration of any member of the | |
| | Wider MAMA Group or any analogous proceedings or steps having | |
| | taken place under the laws of any jurisdiction; and | |
+-----------+---------------------------------------------------------------+----------+
| | (iv) no contingent or other liability having arisen, | |
| | become apparent or having been incurred which would or might | |
| | reasonably be expected adversely to affect any member of the | |
| | Wider MAMA Group which is material in the context of the MAMA | |
| | Group, taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| (G) | HMV not having discovered prior to the date when the Offer | |
| | would otherwise become unconditional that: | |
+-----------+---------------------------------------------------------------+----------+
| | (i) any financial, business or other information | |
| | concerning MAMA or the Wider MAMA Group publicly disclosed at | |
| | any time is misleading, contains a misrepresentation of fact | |
| | or omits to state a fact necessary to make the information | |
| | contained therein not misleading; or | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) any member of the Wider MAMA Group is subject to | |
| | any liability, contingent or otherwise, existing at 31 July | |
| | 2009, which is not disclosed or reflected in the audited | |
| | accounts of MAMA for the financial year ended on that date; | |
| | and | |
+-----------+---------------------------------------------------------------+----------+
| (H) | HMV not having discovered prior to the date when the Offer | |
| | would otherwise become unconditional that: | |
+-----------+---------------------------------------------------------------+----------+
| | (i) any member of the Wider MAMA Group has not | |
| | complied with all material applicable legislation and | |
| | regulations of any jurisdiction, with regard to the disposal, | |
| | discharge, spillage, leak or emission of any waste or | |
| | hazardous substance or any substance likely to impair the | |
| | environment or harm human health or otherwise relating to | |
| | environmental matters, or that there has otherwise been any | |
| | such disposal, discharge, spillage, leak, or emission | |
| | (whether or not the same constituted a non-compliance by any | |
| | person with any such legislation or regulations and wherever | |
| | the same may have taken place) from any land or other asset | |
| | now or previously owned, occupied or made use of by any past | |
| | or present member of the Wider MAMA Group which would be | |
| | likely to give rise to any material liability (whether actual | |
| | or contingent) on the part of any member of the Wider MAMA | |
| | Group and which is material in the context of the MAMA Group, | |
| | taken as a whole; | |
+-----------+---------------------------------------------------------------+----------+
| | (ii) there is, or is reasonably expected to be, any | |
| | liability (whether actual or contingent) which is material in | |
| | the context of the MAMA Group, taken as a whole to make good, | |
| | repair, reinstate or clean up any property now or previously | |
| | owned, occupied or made use of by any past or present member | |
| | of the Wider MAMA Group or in which any such member may now | |
| | or previously had an interest under any environmental | |
| | legislation, regulation, notice, circular or order of any | |
| | Relevant Authority or third party or otherwise; or | |
+-----------+---------------------------------------------------------------+----------+
| | (iii) circumstances exist whereby a person or class of | |
| | persons would be likely to have any claim or claims in | |
| | respect of any product or service now or previously sold or | |
| | carried out by any member of the Wider MAMA Group which claim | |
| | or claims would be likely materially and adversely to affect | |
| | any member of the Wider MAMA Group to an extent which is or | |
| | would be material in the context of the MAMA Group, taken as | |
| | a whole. | |
+-----------+---------------------------------------------------------------+----------+
2. Certain further terms of the Offer
+------+------------------------------------------------------------------+----------+
| | Subject to the requirements of the Panel, HMV reserves the right | |
| | to waive, in whole or in part, all or any of conditions ??1(B) | |
| | to ?1(H) inclusive. If HMV is required by the Panel to make an | |
| | offer for MAMA Shares under the provisions of Rule 9 of the City | |
| | Code, HMV may make such alterations to the above conditions, | |
| | including condition ??1(A), as are necessary to comply with the | |
| | provisions of that Rule. | |
+------+------------------------------------------------------------------+----------+
| | The Offer will lapse if the proposed acquisition of MAMA by HMV, | |
| | or any matter arising therefrom, is referred to the UK | |
| | Competition Commission before 3.00 pm on the first closing date | |
| | of the Offer or the time and date when the Offer becomes or is | |
| | declared unconditional as to acceptances, whichever is the | |
| | later. | |
+------+------------------------------------------------------------------+----------+
Conditions ??1(B) to ??1(H) inclusive must be fulfilled, be determined by HMV to
be or remain satisfied or, (if capable of waiver) be waived by midnight on the
twenty-first day after whichever is the later of the date which is 21 days after
the first closing date of the Offer and the date on which condition ?1(A) is
satisfied. HMV shall be under no obligation to waive or treat as fulfilled or
satisfied any of conditions ?1(B) to ?1(H) inclusive by a date earlier than the
latest date specified above for the fulfilment or satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled or satisfied and that there are at such earlier
date no circumstances indicating that any such conditions may not be capable of
fulfilment or satisfaction.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and HMV, Nomura and holders of MAMA Shares shall thereupon cease to be bound by
prior acceptances delivered on or before the time when the Offer lapses.
The attention of the holders of MAMA Shares not resident in the United Kingdom
is drawn to the relevant provisions of the formal Offer Document which will be
despatched by or on behalf of HMV.
APPENDIX 2
Irrevocable Undertakings
Irrevocable undertakings have been given by the Directors (other than Chris
Pennie who does not hold any MAMA Shares) and certain shareholders of MAMA in
respect of MAMA Shares. Together these MAMA Shares total 193,214,396,
representing approximately 23.9 per cent. of the issued share capital of MAMA.
+---------------------------------+--------------------------+---------------------+
| Name | | Beneficial |
| | | holdings of MAMA |
| | | Shares |
+---------------------------------+--------------------------+---------------------+
| Adam Driscoll | | 45,611,145 |
| Dean James | | 10,252,875 |
| Charles McIntyre | | 15,856,250 |
| Herald Investment Trust Plc | | 40,690,000 |
| Schroder Investment Management | | 80,804,126 |
| Limited | | |
| | | |
+---------------------------------+--------------------------+---------------------+
| | | Total: 193,214,396 |
+---------------------------------+--------------------------+---------------------+
The irrevocable undertakings given by Herald Investment Trust Plc and Schroder
Investment Management Limited will cease to be binding if a competing offer is
made at a price which is 5.94 pence or greater.
APPENDIX 3
Sources and Bases of Information
1. Historic share prices are sourced from the AIM Appendix to the Daily
Official List and represent closing middle market prices for MAMAs Shares on
the relevant dates. Historical volume weighted prices are sourced from
Bloomberg.
2. The value of the entire issued and to be issued share capital of MAMA is
based upon the sum of:
(i) MAMA Shares in issue, as published on 22 December 2009 (representing
the entire issued share capital of MAMA), and
(ii) options granted under the Share Option Schemes (or proposed to be
granted if specifically approved at MAMAs Annual General Meeting in January
2010) which would be exercisable if the Offer becomes or is declared
unconditional in all respects and have an exercise price which is lower than the
Offer Price and which would therefore be expected to be exercised in connection
with the Offer (representing the to be issued share capital of MAMA).
3. Unless otherwise stated, the financial information relating to MAMA
contained in this announcement is extracted from the audited published
consolidated accounts of MAMA for the year ended 31 July 2009.
4. Unless otherwise stated, the financial information relating to HMV
contained in this announcement is extracted from the audited published
consolidated accounts of HMV for the year ended 25 April 2009.
APPENDIX 4
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+----------------------------------+---------------------------------------------+
| "AIM" | AIM, a market operated by the London Stock |
| | Exchange |
+----------------------------------+---------------------------------------------+
| "Alternative Offer" | any offer by any party or parties other |
| | than HMV (or a person acting in concert |
| | with HMV) for the entire issued share |
| | capital of MAMA or a majority thereof |
| | whether such offer is to be implemented by |
| | means of an offer, a scheme of arrangement |
| | or otherwise |
+----------------------------------+---------------------------------------------+
| "Citi" | Citigroup Global Markets Limited |
+----------------------------------+---------------------------------------------+
| "City Code" | the City Code on Takeovers and Mergers |
+----------------------------------+---------------------------------------------+
| "Companies Act" | the Companies Act 2006, as amended |
+----------------------------------+---------------------------------------------+
| "Form of Acceptance" | the form of acceptance, election and |
| | authority to be distributed with the Offer |
| | Document. |
+----------------------------------+---------------------------------------------+
| "HMV" | HMV Group plc |
+----------------------------------+---------------------------------------------+
| "HMV Group" | HMV and its subsidiary undertakings |
+----------------------------------+---------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
+----------------------------------+---------------------------------------------+
| "MAMA" | MAMA Group Plc |
+----------------------------------+---------------------------------------------+
| "MAMA Group" | MAMA and its subsidiary undertakings |
+----------------------------------+---------------------------------------------+
| "MAMA Shares" or "Shares" | ordinary shares of 5 pence each in MAMA in |
| | issue on the date of this announcement and |
| | any such further shares which are |
| | unconditionally allotted or issued after |
| | the date hereof and before the date on |
| | which the Offer closes (or such earlier |
| | date or dates as HMV may decide) pursuant |
| | to the exercise of options under the Share |
| | Option Schemes or otherwise |
+----------------------------------+---------------------------------------------+
| "MFG" | The Mean Fiddler Group Limited |
+----------------------------------+---------------------------------------------+
| "Nomura" | Nomura International plc |
+----------------------------------+---------------------------------------------+
| "Offer" | the proposed recommended cash offer to be |
| | made by HMV on the terms and subject to the |
| | conditions to be set out in the Offer |
| | Document, to acquire the Ordinary Shares of |
| | MAMA and, where the context admits, any |
| | subsequent revision, variation, extension |
| | or renewal thereof |
+----------------------------------+---------------------------------------------+
| "Offer Document" | the document proposed to be sent to holders |
| | of MAMA Shares containing, amongst other |
| | things, the terms and conditions of the |
| | Offer and where appropriate, any other |
| | document(s) containing terms and conditions |
| | of the Offer |
+----------------------------------+---------------------------------------------+
| "Ordinary Shares" | ordinary shares of 5 pence each in the |
| | capital of MAMA |
+----------------------------------+---------------------------------------------+
| "Panel" | The Panel on Takeovers and Mergers |
+----------------------------------+---------------------------------------------+
| "Panmure Gordon" | Panmure Gordon (UK) Limited |
+----------------------------------+---------------------------------------------+
| "Share Option Schemes" | the EMI share option scheme, the unapproved |
| | share option scheme and the share options |
| | granted in respect of the Nettwerk Music |
| | Group |
+----------------------------------+---------------------------------------------+
| "United States" or "US" | the United States of America, its |
| | territories and possessions, any state of |
| | the United States of America and the |
| | District of Columbia. |
+----------------------------------+---------------------------------------------+
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the meanings given to them by
the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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