NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE REPUBLIC OF ITALY OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
EMI GROUP PLC ANNOUNCES PRICING OF
ITS CASH TENDER OFFER AND CONSENT SOLICITATION
FOR ITS OUTSTANDING Euro425,000,000 8.625% SENIOR NOTES DUE 2013 (THE "NOTES")
EMI Group plc (the "Company") is pleased to announce the pricing of its tender
offer and consent solicitation for the Notes (the "Offer"). At the Consent
Payment Deadline, offers to sell for Euro396,512,000 principal amount, or 93% of
Notes outstanding were validly tendered into the Offer. Except as otherwise
defined in this announcement, capitalised terms used herein shall have the
meanings ascribed to them in the tender offer and consent solicitation document
containing the Offer dated 17 August 2007 (the "Offer Document").
At 3.00pm, Central European Time ("CET"), on 4 September 2007, the Offer was
priced as follows:
Security Reference Fixed Tender Purchase Consent Total
Description Security Spread Offer Yield Price (per Payment Consideration
Yield (in (on Euro1,000 (per Euro1,000 (per Euro1,000
basis semi-annual principal principal principal
points) basis) amount) amount) amount)
8.625% 4.092% 50 4.540% Euro1,054.52 Euro30 Euro1,084.52
Senior
Notes due
2013
Holders who tendered their Notes before the Consent Payment Deadline, which was
5.00pm, CET, on Friday, 31 August 2007, will receive the Total Consideration on
the Early Payment Date, which is expected to be Friday, 7 September 2007.
Holders tendering (before or after the date of this announcement) their Notes
after the Consent Payment Deadline but prior to the Final Acceptance Time
(which is expected to be 5.00pm, CET, on Tuesday, 18 September 2007) will be
eligible to receive the Purchase Price on the Final Payment Date (which is
expected to be Friday, 21 September 2007).Additionally, Holders whose Notes are
purchased pursuant to the Offer will receive any accrued but unpaid interest up
to but not including the relevant payment date for the Notes.
The completion of the Offer is subject to the satisfaction or waiver of certain
conditions. The Offer may be amended, extended or, under certain conditions,
terminated. The Offer will expire at 5.00pm, CET, on Tuesday, 18 September
2007, unless extended or earlier terminated. Final settlement is expected to
be on Friday, 21 September 2007.
The Dealer Manager for the Offer is Citigroup Global Markets Limited +44 (0) 20
7986 8969. The Tender Agent is Citibank, N.A. +44 (0) 20 7508 3867.
Noteholders with questions or who would like additional copies of the Offer
Document may call the Tender Agent.
Restrictions
United Kingdom: This announcement is being distributed only to and directed
only at (i) persons who are outside and are resident outside the United
Kingdom; (ii) investment professionals to whom it my lawfully be communicated
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (iii) high net
worth companies and other persons to whom it my lawfully be communicated who
fall within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it
may otherwise lawfully be communicated falling within Article 43(2) of the
Order; or (v) other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant persons"). This
announcement must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged in only with
relevant persons.
Italy: Neither the Offer nor any of the information contained in this
announcement or the Offer Document constitutes an offer or an invitation to
offer to sell or a promotional message of any form to any person (natural or
legal) resident in the Republic of Italy to purchase, exchange or acquire the
Notes, within the meaning of articles 1, lett. (v), and 102. ff, of Legislative
Decree February 24, 1998, n. 58. The Offer is not being made and will not be
made, directly or indirectly, in or into, whether by mail or by any means or
other instrument (including, without limitation, telephonically or
electronically) or any facility of a national securities exchange publicly or
privately available in the Republic of Italy. An Offer to sell should not be
made pursuant to the Offer by any such use, means, instrument or facility or
from within the Republic of Italy. Doing so may render invalid any purported
offer to sell. Accordingly, copies of this announcement, the Offer Document
and any related documents should not be mailed or otherwise forwarded,
distributed or sent in, into or from the Republic of Italy and persons
receiving such documents must not forward, distribute or send them in, into or
from the Republic of Italy. Therefore, Holders are hereby notified that, to
the extent such Holders are Italian residents or are located in the Republic of
Italy, the Offer is not available to them and, as such, any acceptance
instruction on whatever form received from such person shall be void. Any
person who may have a legal or contractual obligation to forward the this
announcement, the Offer Document and/or any related offer documents in or into
the Republic of Italy should read the Offer Document before doing so. No
prospectus or other document will be lodged with, or registered by, the
Commissione Nazionale per le Società e la Borsa(CONSOB) in respect of the
Offer. Accordingly, this announcement, the Offer Document and any other
material relating to the Offer may not be distributed or made available in the
Republic of Italy.
END
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