RECOMMENDED CASH OFFERS
 
 
 BY DELOITTE & TOUCHE CORPORATE FINANCE
 
 
 ON BEHALF OF
 
 CLASSIC COPYRIGHT LIMITED
 
 
  FOR
 
 
 BOOSEY & HAWKES PLC
 
 
 
 
 
1. Introduction
 
 
The board of Classic Copyright and the Independent Directors of Boosey & Hawkes
have agreed on the terms of the recommended Offers to be made by Deloitte &
Touche Corporate Finance, on behalf of Classic Copyright, to acquire the whole
of the issued and to be issued ordinary share capital of Boosey & Hawkes, all of
the issued 3.85 per cent. preference share capital and all of the issued 4.9 per
cent. preference share capital of Boosey & Hawkes. The Offers are being
unanimously recommended by the Independent Directors of Boosey & Hawkes (that
is, all the directors of Boosey & Hawkes, except John Minch who is also a
director of Regent) in the absence of a higher offer.
 
 
The Ordinary Share Offer values each Ordinary Share at 215 pence and the
existing issued ordinary share capital of Boosey & Hawkes at approximately £44.3
million. The Preference Share Offers value the existing issued preference share
capital of Boosey & Hawkes at £35,801.
 
 
Your attention is drawn to paragraph 13 of this announcement which states that
the Independent Directors, who have been so advised by Deutsche Bank,
unanimously recommend Boosey & Hawkes' Shareholders to accept the Offers in the
absence of a higher offer.
 
 
2. The Offers
 
 
(a) Ordinary Share Offer
 
 
On behalf of Classic Copyright, Deloitte & Touche Corporate Finance will offer
to acquire, on the terms and subject to the conditions to be set out in the
Offer Document and in the relevant Form of Acceptance, all of the Boosey &
Hawkes Ordinary Shares on the following basis:
 
 For each Ordinary Share 215 pence in cash
 
 
The Ordinary Share Offer will represent a premium of approximately:
 
• 10.3 per cent. to 195 pence, being the price for each Ordinary Share
 under the lower offer made by Regent on 9 September 2003;
 
• 26.5 per cent. to the Closing Price of 170 pence on 8 September 2003,
 being the last business day prior to the announcement of the lower offer
 by Regent; and
 
• 106.7 per cent. to the Closing Price of 104 pence on 5 October 2001,
 being the last business day prior to the announcement by Boosey & Hawkes
 that it had received an approach that may or may not lead to an offer
 for the Company.
 
 
The Ordinary Share Offer will extend to any Ordinary Shares which are
unconditionally allotted or issued as a result of the exercise of existing
Boosey & Hawkes Share Options whilst the Ordinary Share Offer remains open for
acceptance or such earlier date as Classic Copyright may, subject to the City
Code, determine, such earlier date not (without the consent of the Panel) being
earlier than the date on which the Ordinary Share Offer becomes unconditional as
to acceptances (or if later, the first closing date of the Ordinary Share
Offer).
 
 
The Ordinary Share Offer will be conditional, inter alia, upon valid acceptances
being received by no later than 3.00 p.m. on the first closing date of the
Ordinary Share Offer (or such later date as Classic Copyright may, subject to
the City Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Classic Copyright may, subject to the City Code, decide) of the
Ordinary Shares to which the Ordinary Share Offer relates as set out in
paragraph 1 of Appendix I to this announcement. The Ordinary Share Offer will
not be conditional upon the Preference Share Offers becoming or being declared
unconditional in all respects. However, the Preference Share Offers will be
conditional upon, inter alia, the Ordinary Share Offer becoming or being
declared unconditional in all respects.
 
 
(b) 3.85 per cent. Preference Share Offer
 
 
On behalf of Classic Copyright, Deloitte & Touche Corporate Finance will offer
to acquire, on the terms and subject to the conditions to be set out in the
Offer Document and in the relevant Form of Acceptance, all of the Boosey &
Hawkes 3.85 per cent. Preference Shares on the following basis:
 
 For each 3.85 per cent. Preference Share 110 pence in cash
 
 
Classic Copyright will, in addition to the Offer Price, pay an amount equal to
all accrued but unpaid dividends on the 3.85 per cent. Preference Shares as at
the date falling 14 days after the 3.85 per cent. Preference Share Offer becomes
or is declared unconditional in all respects.
 
 
The 3.85 per cent. Preference Share Offer will represent a premium of
approximately 4.8 per cent. to 105 pence, being the price for each 3.85 per
cent. Preference Share under the lower offer made by Regent on 9 September 2003.
 
 
The 3.85 per cent. Preference Share Offer will be conditional, inter alia, upon
acceptances being received by no later than 3.00 pm on the first closing date of
the Ordinary Share Offer (or such later date as Classic Copyright may, subject
to the City Code, determine) in respect of not less than 90 per cent. (or such
lesser percentage as Classic Copyright may, subject to the City Code, decide) of
the outstanding 3.85 per cent. Preference Shares. In addition, the 3.85 per
cent. Preference Share Offer will be conditional upon the Ordinary Share Offer
becoming or being declared unconditional in all respects.
 
 
In the event that the 90 per cent. level of acceptances is not achieved (or
waived down) and the Ordinary Share Offer becomes or is declared unconditional
in all respects, Classic Copyright will procure that Boosey & Hawkes exercises
its right to redeem any outstanding 3.85 per cent. Preference Shares in
accordance with the provisions of the Articles of Association. The Articles of
Association govern both the basis and terms upon which Boosey & Hawkes has the
right to redeem, at its discretion, all of the outstanding 3.85 per cent.
Preference Shares. 3.85 per cent. Preference Shareholders have the right on
redemption to receive 105 pence for each 3.85 per cent. Preference Share,
including, in addition, any accrued but unpaid dividends on such shares to the
date of redemption.
 
 
(c) 4.9 per cent. Preference Share Offer
 
 
On behalf of Classic Copyright, Deloitte & Touche Corporate Finance will offer
to acquire, on the terms and subject to the conditions to be set out in the
Offer Document and in the relevant Form of Acceptance, all of the Boosey &
Hawkes 4.9 per cent. Preference Shares on the following basis:
 
 For each 4.9 per cent. Preference Share 125 pence in cash
 
 
Classic Copyright will, in addition to the Offer Price, pay an amount equal to
all accrued but unpaid dividends on the 4.9 per cent. Preference Shares as at
the first closing date of the Ordinary Share Offer.
 
 
The 4.9 per cent. Preference Share Offer will represent a premium of 25 per
cent. to 100 pence, being the par value of the 4.9 per cent. Preference Shares
and will represent a premium of approximately 4.2 per cent. to 120 pence, being
the price for each 4.9 per cent. Preference Share under the lower offer made by
Regent on 9 September 2003.
 
 
The 4.9 per cent. Preference Share Offer will be conditional, inter alia, upon
acceptances being received by no later than 3.00 pm on the first closing date of
the Ordinary Share Offer (or such later date as Classic Copyright may, subject
to the City Code, determine) in respect of not less than 90 per cent. (or such
lesser percentage as Classic Copyright may, subject to the City Code, decide) of
the outstanding 4.9 per cent. Preference Shares. In addition, the 4.9 per cent.
Preference Share Offer will be conditional upon the Ordinary Share Offer
becoming or being declared unconditional in all respects. Preference
Shareholders should be aware that, if they do not accept the 4.9 per cent.
Preference Share Offer, they could hold preference shares in a private company
with limited liquidity and no guarantee as to the ability to realise value from
such shares in the future.
 
 
The Ordinary Shares and the Preference Shares will be acquired pursuant to the
Offers fully paid and free of all liens, equities, charges, encumbrances,
pre-emption rights and other third party interests of whatever nature and
together with all rights now or hereafter attaching thereto, including the right
to receive and retain all dividends or other distributions (if any) declared,
made or paid on or after, in the case of the Ordinary Shares, 30 June 2003, in
the case of the 3.85 per cent. Preference Shares the date falling 14 days after
the date the 3.85 per cent. Preference Share Offer becomes or is declared
unconditional in all respects and in the case of the 4.9 per cent. Preference
Share Offer the first closing date of the Ordinary Share Offer.
 
 
3. Irrevocable undertaking and non-binding letters of intent to accept the
Ordinary Share Offer
 
 
Classic Copyright has received an irrevocable undertaking to accept the Ordinary
Share Offer from the Company's largest single shareholder, Guinness Peat Group
PLC, in respect of its entire holding of 3,438,361 Ordinary Shares, representing
approximately 16.7 per cent. of the existing issued ordinary share capital of
the Company. This undertaking remains binding in the event of a competing offer
being made provided it is at a price not exceeding 220 pence per Ordinary Share.
In addition, Classic Copyright has received non-binding letters of intent to
accept (or procure the acceptance of) the Ordinary Share Offer from certain
Boosey & Hawkes Ordinary Shareholders in respect of their holdings of Ordinary
Shares, being in aggregate 5,525,710 Ordinary Shares, representing approximately
26.8 per cent. of the existing issued ordinary share capital of the Company.
Accordingly, Classic Copyright has received an irrevocable undertaking and
non-binding letters of intent to accept (or procure the acceptance of) the
Ordinary Share Offer in respect of 8,964,071 Ordinary Shares, representing
approximately 43.5 per cent. of the existing issued ordinary share capital of
the Company.
 
 
4. Background to and reasons for the Offers
 
 
HgCapital has been in discussions with the Board about its interest in acquiring
the music publishing division of Boosey & Hawkes since the Board announced its
decision to sell the business.
 
 
HgCapital considers that the publishing division is an attractive business which
will benefit from private ownership, enabling it to focus on its core business
activities and providing it with access to capital for both organic and
acquisition based growth.
 
 
Full acceptance of the Ordinary Share Offer will enable holders of Ordinary
Shares to realise their entire investment for cash (without incurring dealing
charges) at a share price which represents a 10.3 per cent. premium to 195
pence, being the price for each Ordinary Share under the lower offer made by
Regent on 9 September 2003, and 106.7 per cent. premium to the Closing Price of
104 pence on 5 October 2001, being the last business day prior to the
announcement by Boosey & Hawkes that it had received an approach that may or may
not lead to an offer for the Company.
 
 
5. Information on the Classic Copyright Group
 
 
Classic Copyright, a company owned by Classic Copyright Holdings, which was
formed by the HgCapital Funds, is a recently incorporated company established
for the purpose of making the Offers. The directors of Classic Copyright are
Greg Smith, Nick Martin and Robin Lincoln. Nick Martin and Robin Lincoln are
appointees of HgCapital.
 
 
Classic Copyright Holdings is the holding company of Classic Copyright.
Following the Ordinary Share Offer becoming or being declared unconditional in
all respects, the ordinary shares of Classic Copyright Holdings will be held as
to approximately 93.4 per cent. by the HgCapital Funds and approximately 6.6 per
cent. by Greg Smith. HgCapital intends to invite certain members of the existing
Boosey & Hawkes publishing division management team, including John Minch (being
the current Managing Director of the Boosey & Hawkes publishing division),
together with any additional non-executive directors appointed to the board of
Classic Copyright Holdings, to subscribe for shares in Classic Copyright
Holdings comprising, in aggregate, up to approximately 17.6 per cent. of the
fully diluted issued share capital. Assuming that all of these ordinary shares
are subscribed for, the HgCapital Funds will then hold approximately 77.0 per
cent. of the ordinary shares and the enlarged management team 23.0 per cent..
 
 
The Classic Copyright Group is being financed out of £40,000 of equity to be
subscribed by Greg Smith, approximately £38.3 million of equity and loan notes
to be subscribed by the HgCapital Funds and £46.0 million of senior debt
facilities to be provided by Barclays Bank PLC.
 
 
To date, Classic Copyright has neither traded nor engaged in any activities,
other than those incidental to its incorporation and the making of the Offers.
 
 
6. Information on HgCapital
 
 
HgCapital is the trading name for Hg Investment Managers and Hg Pooled
Management. HgCapital is an independent provider of private equity finance to
European companies. It has offices in the UK and Germany. HgCapital's team has
invested approximately €1.3 billion in over 60 businesses over the last thirteen
years.
 
 
HgCapital focuses on leveraged buy-outs of companies in the media, technology,
healthcare, leisure, consumer and industrial sectors. HgCapital has an existing
investment in the entertainment rights exploitation industry, being Eagle Rock
Entertainment Limited, which acquires and creates rights principally in the rock
music genre for exploitation on DVD and on TV.
 
 
HgCapital was formed in December 2000 through the spin-out of Mercury Private
Equity, a division of Merrill Lynch Investment Managers, that was established in
1985 as the private equity arm of Mercury Asset Management. Mercury Asset
Management became one of the UK's largest independent investment management
businesses in the 1990s, before being acquired by Merrill Lynch.
 
 
7. Information on Boosey & Hawkes and the offer process
 
 
Boosey & Hawkes is an international music publisher, involved in both music
publishing and the promotion of performances of classical composers works.
 
 
The Company owns a large catalogue of classical music copyrights of both
twentieth and twenty-first century composers. The Boosey & Hawkes catalogue of
twentieth century music includes the works of composers such as Bartok,
Bernstein, Britten, Copland, Prokofieff, Rachmaninoff, Strauss and Stravinsky.
In addition, the catalogue includes the works of a number of living composers
including John Adams, Sir Harrison Birtwistle, Elliot Carter, Sir Peter Maxwell
Davis, H M Gorecki and Steve Reich.
 
 
As at 30 June 2003, the unaudited net debt of the Boosey & Hawkes Group was
£23.2 million. Furthermore, Boosey & Hawkes will incur anticipated transaction
and exceptional costs which amount to approximately £4.9 million (including a
£0.4m inducement fee payable to Regent) and a payment of approximately £3.0
million into the Boosey & Hawkes UK pension scheme, to be paid on the Ordinary
Share Offer becoming or being declared unconditional in all respects, the latter
as a result of an agreement reached between Boosey & Hawkes and the UK Boosey &
Hawkes pension fund trustees. These additional costs and payments, together with
Boosey & Hawkes net debt as at 30 June 2003, amount in aggregate to
approximately £31.1 million.
 
 
On 9 September 2003, the board of Regent, a new company formed by Stirling
Square and European Acquisition Capital, and the Independent Directors announced
that they had agreed the terms of recommended cash offers to be made by
Citigroup on behalf of Regent for the entire issued and to be issued share
capital of Boosey & Hawkes at a price of 195 pence per Ordinary Share, 105 pence
for each 3.85 per cent. Preference Share and 120 pence for each 4.85 per cent.
Preference Share.
 
 
On 26 September 2003, Music Sales Group Limited announced that it is considering
its options in relation to Boosey & Hawkes which include making a cash offer for
Boosey & Hawkes at a premium to Regent's lower offer of 195 pence per Ordinary
Share.
 
 
8. Board changes and employees
 
 
Management Team
 
 
HgCapital attaches great importance to the retention of the skills and expertise
of the management and employees of the Boosey & Hawkes publishing division.
Following the acquisition of Boosey & Hawkes, it is proposed that the Company
will continue to be operated by its existing senior management team together
with Greg Smith as finance director.
 
 
Following the Offers becoming or being declared unconditional in all respects,
HgCapital intends to invite certain members of the Boosey & Hawkes publishing
division management team, including John Minch (being the current Managing
Director of the Boosey & Hawkes publishing division), together with any
additional non-executive directors appointed to the board of Classic Copyright
Holdings, to subscribe for shares in Classical Copyright Holdings comprising, in
aggregate up to approximately 17.6 per cent. of the fully diluted issued share
capital.
 
 
Independent Directors
 
 
If the Ordinary Share Offer becomes or is declared unconditional in all
respects, Julia Walsh and Peter Davis intend to resign from the Board. Whilst no
agreements have yet been entered into, Classic Copyright is planning to commence
negotiations with Richard Holland and John Christmas to endeavour to agree terms
for their resignations from the Board in the event that the Offers become or are
declared unconditional in all respects.
 
 
Employees
 
 
The Classic Copyright Board has confirmed that, following the Offers becoming or
being declared unconditional in all respects, the existing employment rights,
including pension rights, of the current employees of the Boosey & Hawkes Group
will be fully safeguarded.
 
 
9. Boosey & Hawkes Share Option Schemes
 
 
As all options in respect of the Ordinary Shares are exercisable at prices in
excess of the price per Ordinary Share of 215 pence pursuant to the Ordinary
Share Offer, Classic Copyright does not intend to make proposals to Boosey &
Hawkes Option Holders who have not exercised their options before the Ordinary
Share Offer becomes or is declared unconditional in all respects and is closed.
 
 
10. Inducement fee
 
 
Boosey & Hawkes has agreed to make a payment to Hg Pooled Management of
approximately £0.4 million (representing one per cent. of the value of the
Ordinary Share Offer) if Regent increases its offer to a price per Ordinary
Share in excess of the Ordinary Share Offer and such offer by Regent is
subsequently declared unconditional in all respects or, if implemented by a
scheme of arrangement, such scheme becomes effective in accordance with its
terms.
 
 
11. Compulsory acquisition and cancellation of listing
 
 
If the Offers become or are declared unconditional in all respects and
sufficient acceptances are received, Classic Copyright intends to apply the
provisions of Sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding Boosey & Hawkes Shares following the relevant Offer
becoming or being declared unconditional in all respects.
 
 
It is also intended that, following the Ordinary Share Offer becoming or being
declared unconditional in all respects and subject to any applicable
requirements of the UK Listing Authority, Classic Copyright will procure that
Boosey & Hawkes applies to the UK Listing Authority for the cancellation of the
listing of Ordinary Shares on the Official List. It is anticipated that the
cancellation of the listing of the Ordinary Shares on the London Stock Exchange
will, subject to the Listing Rules, take effect no earlier than 20 business days
following the Ordinary Share Offer becoming or being declared unconditional in
all respects. De-listing would significantly reduce the liquidity and
marketability of any Ordinary Shares not acquired by Classic Copyright.
 
 
Classic Copyright will also seek to procure the re-registration of Boosey &
Hawkes as a private company under the relevant provisions of the Companies Act.
 
 
12. Further information
 
 
Save for the irrevocable undertaking and non-binding letters of intent to accept
the Offers summarised above, neither Classic Copyright, nor any person acting in
concert with Classic Copyright, owns or controls any Boosey & Hawkes Shares or
has any options (including traded options) in respect of, or any outstanding
derivatives referenced to, any such shares.
 
 
Save for the irrevocable undertaking and non-binding letters of intent to accept
the Offers summarised above, neither Classic Copyright nor any person acting in
concert with Classic Copyright has any arrangement in relation to Boosey &
Hawkes Shares, or any securities convertible or exchangeable into Boosey &
Hawkes Shares or options (including traded options) in respect of, or
derivatives referenced to, any such shares. For these purposes, 'arrangement'
includes an indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Boosey & Hawkes Shares which
may be an inducement to deal or refrain from dealing in such shares.
 
 
The Offers, which will be made on the terms and subject to the conditions in
Appendix I of this announcement and any further terms, will be set out in the
Offer Document and the relevant Form(s) of the Acceptance, which will be posted
shortly to Boosey & Hawkes Shareholders and, for information only, to Boosey &
Hawkes Share Option Holders. Defined terms have the meanings set out in Appendix
II to this announcement, which also forms part of, and should be read in
conjunction with, this announcement.
 
 
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
 
 
13. Recommendation of the Independent Directors
 
 
The Independent Directors, who have been so advised by Deutsche Bank, consider
the terms of the Offers to be fair and reasonable. In providing advice to the
Independent Directors, Deutsche Bank has taken into account the Independent
Directors' commercial assessments.
 
 
The Independent Directors of Boosey & Hawkes unanimously recommend that Boosey &
Hawkes' Shareholders accept the Offers in the absence of a higher offer.
 
 
 
APPENDIX I
CONDITIONS OF THE OFFERS
 
 
 
The Offers, which are to be made by Deloitte & Touche Corporate Finance on
behalf of Classic Copyright, comply with the rules and regulations of the
Financial Services Authority and the London Stock Exchange and the City Code.
 
 
1. Conditions of the Ordinary Share Offer
 
The Ordinary Share Offer will be subject to the following conditions:
 
(a) valid acceptances being received (and not, where permitted, withdrawn) by
 not later than 3.00 p.m. on the first closing date of the Ordinary Share
 Offer (or such later time(s) and/or date(s) as Classic Copyright may, with
 the consent of the Panel or in accordance with the City Code, decide) in
 respect of not less than 90 per cent. (or such lower percentage as Classic
 Copyright may decide) in nominal value of the Ordinary Shares to which the
 Ordinary Share Offer relates, provided that this condition shall not be
 satisfied unless Classic Copyright shall have acquired or agreed to acquire,
 whether pursuant to the Ordinary Share Offer or otherwise, Ordinary Shares
 in Boosey & Hawkes carrying in aggregate more than 50 per cent. of the
 voting rights then normally exercisable at general meetings of Boosey &
 Hawkes. For the purposes of this condition:
 
 (i) Ordinary Shares which have been unconditionally allotted but not
 issued before the Ordinary Share Offer becomes or is declared
 unconditional as to acceptances, whether pursuant to the exercise of
 any outstanding subscription or conversion rights or otherwise, shall
 be deemed to carry the voting rights they will carry on being entered
 into the register of members of Boosey & Hawkes; and
 
 (ii) the expression 'Ordinary Shares to which the Ordinary Share Offer
 relates' shall be construed in accordance with sections 428 to 430F
 of the Act;
 
(b) the Office of Fair Trading in the United Kingdom indicating, in terms
 reasonably satisfactory to Classic Copyright, that it is not the intention
 of the Office of Fair Trading to refer the proposed acquisition of Boosey &
 Hawkes by Classic Copyright or any matter arising therefrom or related
 thereto, to the Competition Commission;
 
(c) save as has been disclosed to Classic Copyright there being no provision of
 any agreement, arrangement, licence, permit or other instrument to which any
 member of the wider Boosey & Hawkes Group is a party or by or to which any
 such member or any of its assets may be bound, entitled or subject, which in
 consequence of the Ordinary Share Offer or the proposed acquisition of any
 shares or other securities in Boosey & Hawkes or because of a change in the
 control or management of Boosey & Hawkes or otherwise, would or might
 reasonably be expected to result in to the extent which is material in the
 context of the wider Boosey & Hawkes Group as a whole:
 
 (i) any moneys borrowed by or any other indebtedness (actual or
 contingent) of, or grant available to any such member, being or
 becoming repayable or capable of being declared repayable immediately
 or earlier than their or its stated maturity date or repayment date
 or the ability of any such member to borrow moneys or incur any
 indebtedness being withdrawn, inhibited or adversely affected or
 being capable of becoming or being withdrawn, inhibited or adversely
 affected;
 
 (ii) any such agreement, arrangement, licence, permit or instrument or the
 rights, liabilities, obligations or interests of any such member
 thereunder being terminated or modified or affected or any obligation
 or liability arising or any action being taken thereunder;
 
 (iii) any assets or interests of any such member 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;
 
 (iv) the creation or enforcement of any mortgage, charge or other security
 interest over the whole or any part of the business, property or
 assets of any such member or any such security (whenever arising)
 becomes enforceable;
 
 (v) the rights, liabilities, obligations or interests of any such member
 in, or the business of any such member with, any person, firm or body
 (or any arrangement or arrangements relating to any such interest or
 business) being terminated, adversely modified or affected;
 
 (vi) the value of any such member or its financial or trading position or
 prospects being prejudiced or adversely affected;
 
 (vii) any such member ceasing to be able to carry on business under any
 name under which it presently does so; or
 
 (viii) the creation of any liability, actual or contingent, by any such
 member or any such security (whenever arising) becomes enforceable.
 
 and no event having occurred which, under any provision of any agreement,
 arrangement, licence, permit or other instrument to which any member of the
 wider Boosey & Hawkes Group is a party or by or to which any such member or
 any of its assets may be bound, entitled or subject, would or might
 reasonably be expected to result in any of the events or circumstances as
 are referred to in sub--paragraphs (i) to (viii) of this paragraph (c),
 except in so far as such event is a consequence of the Ordinary Share Offer
 or the proposed acquisition of any shares or other securities in Boosey &
 Hawkes or a change of control or management of Boosey & Hawkes and in
 respect of which the relevant provision has been disclosed to Classic
 Copyright;
 
(d) no government or governmental, quasi-governmental, supranational, statutory,
 regulatory, environmental or investigative body, court, trade agency,
 association, institution or any other body or person whatsoever in any
 jurisdiction (each a 'Third Party') having decided to take, institute,
 implement or threaten any action, proceeding, suit, investigation, enquiry
 or reference, or enacted, made or proposed any statute, regulation, decision
 or order, or having taken any other steps which would or might reasonably be
 expected to:
 
 (i) require, prevent or delay the divestiture, or alter the terms
 envisaged for any proposed divestiture by any member of the wider
 Classic Copyright Group or any member of the wider Boosey & Hawkes
 Group of all or any portion of their respective businesses, assets or
  property or impose any limitation on the ability of any of them to
 conduct their respective businesses (or any of them) or to own any of
 their respective assets or properties or any part thereof which, in
 any such case, is material in the context of the wider Classic
 Copyright Group or the wider Boosey & Hawkes Group in either case
 taken as a whole;
 
 (ii) require, prevent or delay the divestiture by any member of the wider
  Classic Copyright Group of any shares or other securities in Boosey &
 Hawkes;
 
 (iii) impose any limitation on, or result in a delay in, the ability of any
 member of the wider Classic Copyright Group directly or indirectly to
 acquire or to hold or to exercise effectively any rights of ownership
 in respect of shares or loans or securities convertible into shares
 or any other securities (or the equivalent) in any member of the
 wider Boosey & Hawkes Group or the wider Classic Copyright Group or
 to exercise management control over any such member;
 
 (iv) make the Ordinary Share Offer or its implementation or the
 acquisition or proposed acquisition by Classic Copyright or any
 member of the wider Classic Copyright Group of any shares or other
 securities in, or control of Boosey & Hawkes void, illegal, and/or
 unenforceable under the laws of any jurisdiction, or otherwise,
 directly or indirectly, restrain, restrict, prohibit, delay or
 otherwise materially interfere with the same, or impose additional
 conditions or obligations with respect thereto, or otherwise
 challenge or interfere therewith;
 
 (v) require any member of the wider Classic Copyright Group or the wider
 Boosey & Hawkes Group to offer to acquire any shares or other
 securities (or the equivalent) or interest in any member of the wider
 Boosey & Hawkes Group or the wider Classic Copyright Group owned by
 any third party;
 
 (vi) impose any limitation on the ability of any member of the wider
 Boosey & Hawkes Group to co-ordinate its business, or any part of it,
 with the businesses of any other members which is adverse to and
 material in the context of the group concerned taken as a whole;
 
 (vii) result in any member of the wider Boosey & Hawkes Group ceasing to be
 able to carry on business under any name under which it presently
 does so; or
 
 (viii) otherwise materially adversely affect any or all of the businesses,
 assets, prospects or profits of any member of the wider Boosey &
 Hawkes Group or the wider Classic Copyright Group or the exercise of
 rights of shares of any company in the Boosey & Hawkes Group,
 
 and all applicable waiting and other time periods during which any such
 third party could institute, implement or threaten any action, proceeding,
 suit, investigation, enquiry or reference or any other step under the laws
 of any jurisdiction in respect of the Ordinary Share Offer or the
 acquisition or proposed acquisition of any Ordinary Shares having expired,
 lapsed or been terminated;
 
(e) all necessary filings or applications having been made in connection with
 the Ordinary Share Offer and all statutory or regulatory obligations in any
 jurisdiction having been complied with in connection with the Ordinary Share
 Offer or the acquisition by any member of the wider Classic Copyright Group
 of any shares or other securities in, or control of, Boosey & Hawkes and all
 authorisations, orders, recognitions, grants, consents, licences,
 confirmations, clearances, permissions and approvals reasonably deemed
 necessary or appropriate by Classic Copyright or any member of the wider
 Classic Copyright Group for or in respect of the Ordinary Share Offer or the
 proposed acquisition of any shares or other securities in, or control of,
 Boosey & Hawkes by any member of the wider Classic Copyright Group having
 been obtained in terms and in a form reasonably satisfactory to Classic
 Copyright from all appropriate third parties or persons with whom any member
 of the wider Boosey & Hawkes Group has entered into contractual arrangements
 and all such authorisations, orders, recognitions, grants, consents,
 licences, confirmations, clearances, permissions and approvals together with
 all material authorisations orders, recognitions, grants, licences,
 confirmations, clearances, permissions and approvals necessary or
 appropriate to carry on the business of any member of the wider Boosey &
 Hawkes Group which is material in the context of Classic Copyright Group or
 the wider Boosey & Hawkes Group as a whole remaining in full force and
 effect and all filings necessary for such purpose have been made and there
 being no notice or intimation of any intention to revoke or not to renew any
 of the same at the time at which the Ordinary Share Offer becomes otherwise
 unconditional and all necessary statutory or regulatory obligations in any
 jurisdiction having been complied with;
 
(f) except as publicly announced by Boosey & Hawkes prior to the date of this
 announcement no member of the wider Boosey & Hawkes Group having, since 31
 December 2002:
 
 (i) save as between Boosey & Hawkes and wholly-owned subsidiaries of
 Boosey & Hawkes or for Boosey & Hawkes Shares, issued pursuant to the
 exercise of options granted under the Boosey & Hawkes Share Option
 Schemes, issued, authorised or proposed the issue of additional
 shares of any class or redeemed, purchased or reduced or announced
 any intention to do so or made any other change to any part of its
 share capital;
 
 (ii) save as between Boosey & Hawkes and wholly-owned subsidiaries of
  Boosey & Hawkes or for the grant of options under the Boosey & Hawkes
 Share Option Schemes, issued or agreed to issue, authorised or
 proposed the issue of securities convertible into shares of any class
 or rights, warrants or options to subscribe for, or acquire, any such
 shares or convertible securities;
 
 (iii) other than lawfully to another member of the Boosey & Hawkes Group,
 recommended, declared, paid or made or proposed to recommend,
  declare, pay or make any bonus, dividend or other distribution
 whether payable in cash or otherwise;
 
 (iv) save for intra-Boosey & Hawkes Group transactions, merged or demerged
 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 or proposed or announced any
  intention to propose any merger, demerger, acquisition or disposal,
 transfer, mortgage, charge or security interest in each case, (other
 than in the ordinary course of business);
 
 (v) save for intra-Boosey & Hawkes Group transactions, made or authorised
 or proposed or announced an intention to propose any change in its
 loan capital;
 
 (vi) issued, authorised or proposed the issue of any debentures or (save
 for intra-Boosey & Hawkes Group transactions) save in the ordinary
 course of business incurred or increased any indebtedness or become
 subject to any contingent liability;
 
 (vii) purchased, redeemed or repaid or announced any proposal to purchase,
 redeem or repay any of its own shares or other securities or reduced
 or save in respect to the matters mentioned in sub--paragraph (i)
 above made any other change to any part of its share capital;
 
 (viii) save as has been disclosed in writing to Classic Copyright
 implemented, or authorised, proposed or announced its intention to
 implement, any reconstruction, amalgamation, scheme, commitment or
 other transaction or arrangement or entered into or changed the terms
 of any contract with any director or senior executive otherwise than,
 in the case of commitments or other transactions or arrangements, in
 the ordinary course of business;
 
 (ix) entered into or varied or authorised, proposed or announced its
 intention to enter into or vary any contract, transaction or
 commitment (whether in respect of capital expenditure or otherwise)
 which is of a long term, onerous or unusual nature or magnitude
 (other than normal trading contracts) or which is or could be
 materially restrictive on the businesses of any member of the wider
 Boosey & Hawkes Group or the wider Classic Copyright Group or which
  involves or could involve an obligation of such a nature or magnitude
 or which is other than in the ordinary course of business;
 
 (x) (other than in respect of a member which is dormant and was solvent
 at the relevant time) taken any corporate action or had any legal
 proceedings started or threatened against it for its winding-up,
 dissolution or reorganisation or for the appointment of a receiver,
 administrative receiver, administrator, trustee or similar officer
 of' all or any of its assets or revenues or any analogous proceedings
 in any jurisdiction or had any such person appointed;
 
 (xi) entered into any contract, transaction or arrangement which would be
 restrictive on the business of any member of the wider Boosey &
 Hawkes Group or the wider Classic Copyright Group other than to a
 nature and extent which is normal in the context of the business
 concerned;
 
 (xii) been unable or admitted that it is unable to pay its debts or having
 stopped or suspended (or threatened to stop or suspend) payment of
 its debts generally or ceased or threatened to cease carrying on all
  or a substantial part of its business waived or compromised any claim
 otherwise than in the ordinary course of business; or
 
 (xiii) entered into any contract, commitment, arrangement or agreement
 otherwise than in the ordinary course of business or passed any
 resolution or made any offer (which remains open for acceptance) with
 respect to or announced any intention to, or to propose to, effect
 any of the transactions, matters or events referred to in this
 condition,
 
 and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this
 condition, the term 'Boosey & Hawkes Group' shall mean Boosey & Hawkes and
 those members of the Boosey & Hawkes Group which are its wholly-owned
 subsidiaries;
 
(g) since 31 December 2002 and save as disclosed in the accounts for the year
 then ended and save as publicly announced in accordance with the Listing
 Rules by Boosey & Hawkes prior to the date of announcement of the Offers or
 which in any such case is material in the context of the wider Boosey &
 Hawkes Group taken as a whole:
 
 (i) no adverse change or deterioration having occurred in the business,
 assets, financial or trading position or profits or prospects of any
 member of the wider Boosey & Hawkes Group;
 
 (ii) save as has been disclosed in writing to Classic Copyright on or
 prior to the date of announcement no litigation, arbitration
 proceedings, prosecution or other legal proceedings to which any
 member of the wider Boosey & Hawkes Group is or may become a party
 (whether as a plaintiff, defendant or otherwise) and no investigation
 by any Third Party against or in respect of any member of the wider
 Boosey & Hawkes Group having been instituted announced or threatened
 by or against or remaining outstanding in respect of any member of
 the wider Boosey & Hawkes Group;
 
 (iii) save as has been disclosed in writing by Boosey & Hawkes to Classic
 Copyright on or prior to the date of this announcement, no contingent
 or other liability having arisen or become apparent to Classic
 Copyright which would be likely to adversely affect any member of the
 wider Boosey & Hawkes Group; and
 
 (iv) save as has been disclosed in writing by Boosey & Hawkes to Classic
 Copyright on or prior to the date of this announcement, no steps
 having been taken which are likely to result in the withdrawal,
 cancellation, termination or modification of any licence held by any
 member of the wider Boosey & Hawkes Group which is necessary or
 desirable for the proper carrying on of its business.
 
(h) Save as publicly announced in accordance with the Listing Rules by Boosey &
 Hawkes prior to the date of announcement of these Offers or as otherwise
 disclosed in writing to Classic Copyright prior to that date by any member
 of the Boosey & Hawkes Group, Classic Copyright not having discovered:
 
 (i) that any financial, business or other information concerning the
 wider Boosey & Hawkes Group as contained in the information publicly
 disclosed at any time by or on behalf of any member of the wider
 Boosey & Hawkes Group is materially misleading, contains a material
 misrepresentation of fact or omits to state a fact necessary to make
 that information not misleading;
 
 (ii) that any member of the wider Boosey & Hawkes Group, partnership,
 company or other entity in which any member of the wider Boosey &
 Hawkes Group has a significant economic interest and which is not a
 subsidiary undertaking of the Boosey & Hawkes is subject to any
 liability (contingent or otherwise) which is not disclosed in the
 annual report and accounts of Boosey & Hawkes for the year ended 31
 December 2002; or
 
 (iii) any information which affects the import of any information disclosed
 at any time by or on behalf of any member of the wider Boosey &
 Hawkes Group and which is material in the context of the wider Boosey
 & Hawkes Group taken as a whole.
 
For the purposes of these conditions:
 
 (i) the 'wider Boosey & Hawkes Group' means Boosey & Hawkes and its
 subsidiary undertakings, associated undertakings and any other
 undertaking or partnership in which Boosey & Hawkes and/or such
 undertakings (aggregating their interests) have a significant
 interest;
 
 (ii) the 'wider Classic Copyright Group' means Classic Copyright Holdings
 and its subsidiary undertakings, associated undertakings and any
 other undertaking in which Classic Copyright Holdings and/or such
 undertakings (aggregating their interests) have a significant
 interest;
 
 
and for these purposes 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Companies Act, other than paragraph
20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose;
and 'significant interest' means a direct or indirect interest in ten per cent.
or more of the equity share capital (as defined in that Act).
 
 
Classic Copyright reserves the right to waive, in whole or in part, all or any
of the above conditions, except condition (a).
 
 
Conditions (b) to (h) (inclusive) must be fulfilled or waived by midnight on the
21st day after the later of the first closing date of the Ordinary Share Offer
and the date on which condition (a) is fulfilled (or in each such case such
later date as Classic Copyright may, with the consent of the Panel, decide).
Classic Copyright shall be under no obligation to waive or treat as satisfied
any of the conditions (b) to (h) (inclusive) by a date earlier than the latest
date specified above for the satisfaction thereof, notwithstanding that the
other conditions of the Ordinary Share Offer may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
 
 
If Classic Copyright is required by the Panel to make an offer for Boosey &
Hawkes Shares under the provisions of Rule 9 of the Code, Classic Copyright may
reasonably make such alterations to any of the above conditions, as are
necessary in its reasonable opinion to comply with the provisions of that Rule.
 
 
2. Conditions of the Preference Share Offers
 
 
The 3.85 per cent. Preference Share Offer will be conditional upon valid
acceptances being received and not, where permitted, withdrawn by 3.00 p.m. on
the first closing date of the Ordinary Share Offer or such later time(s) or date
(s) as Classic Copyright may decide in respect of not less than 90 per cent. of
the 3.85 per cent. Preference Shares for which the 3.85 per cent. Preference
Share Offer is made (or such lesser percentage as Classic Copyright may decide);
and
 
 
The 4.9 per cent. Preference Share Offer will be conditional upon valid
acceptances being received and not, where permitted, withdrawn by 3.00 p.m. on
the first closing date of the Ordinary Share Offer or such later time(s) or date
(s) as Classic Copyright may decide in respect of not less than 90 per cent. of
the 4.9 per cent. Preference Shares for which the 4.9 per cent. Preference Share
Offer is made (or such lesser percentage as Classic Copyright may decide); and
 
 
Both the 3.85 per cent. Preference Share Offer and the 4.9 per cent. Preference
Share Offer will be conditional upon the Ordinary Share Offer becoming or being
declared unconditional in all respects.
 
 
3. Certain further terms of the Offers
 
 
The Offers will lapse if they are referred to the Competition Commission before
3.00 p.m. on the first closing date of the Offers or the date on which the
Offers become or are declared unconditional as to acceptances, whichever is the
later.
 
 
The Offers are governed by English law and are subject to the jurisdiction of
the English courts.
 
 
The Offers 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,
facsimile transmission, electronic mail or telephone) of interstate or foreign
commerce, or by any facility of a national securities exchange, the United
States, Canada, Australia or Japan and the Offers will not be capable of
acceptance by any such uses, means, instrumentality or facility from or within
the United States, Canada, Australia or Japan.
 
 
Boosey & Hawkes Shares will be acquired under the Offers free from all liens,
equities, charges, encumbrances and other interests and together with all rights
attaching thereto.
 
 
 APPENDIX II
 
 
  DEFINITIONS
 
 
The following definitions apply throughout this announcement, unless the context
otherwise requires:
 
'3.85 per cent. the recommended cash offer by Deloitte & Touche Corporate
Preference Share Finance on behalf of Classic Copyright to acquire the 3.85 per
Offer' cent. Preference Shares on the terms and subject to the
 conditions to be set out in the Offer Document and the
 relevant Form of Acceptance including, where the context so
 requires, any subsequent revision, variation, extension or
 renewal of such offer; 
 
'3.85 per cent. holder(s) of 3.85 per cent. Preference Shares;
Preference
Shareholder(s)'
 
'3.85 per cent. 3.85 per cent. redeemable cumulative preference shares of £1
Preference each in the capital of Boosey & Hawkes;
Shares'
 
'4.9 per cent. the recommended cash offer by Deloitte & Touche Corporate
Preference Share Finance on behalf of Classic Copyright to acquire the 4.9 per
Offer' cent. Preference Shares on the terms and subject to the
 conditions to be set out in the Offer Document and the
 relevant From of Acceptance including, where the context so
  requires, any subsequent revision, variation, extension or
 renewal of such offer;
 
'4.9 per cent. holder(s) of 4.9 per cent. Preference Shares;
Preference
Shareholder(s)'
 
'4.9 per cent. 4.9 per cent. redeemable cumulative preference shares of £1
Preference each in the capital of Boosey & Hawkes;
Shares'
 
'Act' or the Companies Act 1985 (as amended);
'Companies Act'
 
'Articles of the articles of association of Boosey & Hawkes;
Association'
 
'Board' the existing board of directors of Boosey & Hawkes;
 
'Boosey & Hawkes' Boosey & Hawkes plc;
or the
'Company'
 
'Boosey & Hawkes Peter A Davis, Richard Holland, John L Christmas, John B Minch
Directors' and Julia M Walsh;
 
'Boosey & Hawkes Boosey & Hawkes and its subsidiary undertakings from time to
Group' time;
 
'Boosey & Hawkes holders of options granted under the Boosey & Hawkes Share
Option Holders' Option Schemes;
 
'Boosey & Hawkes holder(s) of Boosey & Hawkes Shares;
Shareholder(s)'
 
'Boosey & Hawkes the Executive Share Option Scheme 1991, the Executive Share
Share Option Option Scheme 1996, the Executive Share Option Scheme 1998 and
Schemes' the Sharesave Scheme;
 
'Boosey & Hawkes Ordinary Shares and/or Preference Shares;
Shares'
 
'Citigroup' Citigroup Global Markets Limited;
 
'Classic Classic Copyright (Holdings) Limited, a private limited
Copyright company incorporated in England and Wales with registration
Holdings' number 4768934;
 
'Classic Classic Copyright Limited, a private limited company
Copyright' incorporated in England and Wales with registration number
 4817260;
 
'Classic Classic Copyright Holdings and its subsidiary undertakings;
Copyright
Group'
 
'Closing Price' the middle market price of a Boosey & Hawkes Ordinary Share at
 the close of business on the day to which such price relates,
 as derived from the Official List for that day;
 
'City Code' the City Code on Takeovers and Mergers;
 
'Deloitte & Deloitte & Touche Corporate Finance, a division of Deloitte &
Touche Corporate Touche LLP of Stonecutter Court, 1 Stonecutter Street, London,
Finance' EC4A 4TR;
 
'Deutsche Bank' Deutsche Bank AG London;
 
'European each and any of European Acquisition Capital Limited and funds
Acquisition managed by or associated to it, including EAC Fund III Limited
Capital' Partnership and EAC Fund III GmbH & Co. Beteiligungs KG, as
 the context shall require;
 
'Executive Share the Boosey & Hawkes 1991 Executive Share Option Scheme;
Option Scheme
1991'
 
'Executive Share the Boosey & Hawkes Group Executive Share Option Scheme
Option Scheme  (1996);
1996'
 
'Executive Share the Boosey & Hawkes 1998 Share Option Plan;
Option Scheme
1998'
 
'Form(s) of the form(s) of acceptance and authority relating to each of
Acceptance' the Offers as the context shall require;
 
'FSA'  the Financial Services Authority;
 
'Hg Investment Hg Investment Managers Limited;
Managers'
 
'Hg Pooled Hg Pooled Management Limited;
Management'
 
'HgCapital MUST 4 L.P., MUST 4 'B' L.P., MUST 4 GmbH & Co. KG, Hg Capital
Funds'  Co-Investment Plan and funds managed by Hg Investment Managers
 committed for new investment;
 
'HgCapital the committee of HgCapital with delegated responsibility for
Investment making investment decisions;
Committee'
 
'HgCapital' Hg Investment Managers and/or Hg Pooled Management, both
 trading as HgCapital;
 
'Independent Peter A Davis, Richard Holland, John L Christmas and Julia M
Directors' Walsh;
 
'LIBOR' the London Inter Bank Offered Rate;
 
'Listing Rules' the rules and regulations made by the UK Listing Authority
 under the Financial Services and Markets Act 2000 and
 contained in the UK Listing Authority's publication of the
  same name;
 
'London Stock London Stock Exchange plc;
Exchange'
 
'Offer the document to be sent to Boosey & Hawkes shareholders which
Document' will contain details of the Offers;
 
'Offer Price' 215 pence per Ordinary Share and/or 110 pence per 3.85 per
 cent. Preference Share and/or 125 pence per 4.9 per cent.
 Preference Share as the context shall require;
 
'Offers' means, separately, each of the Ordinary Share Offer and each
  of the Preference Share Offers and (where the context
 requires) any revision, variation or renewal thereof and
 extension thereto;
 
'Official List' the Daily Official List of the London Stock Exchange;
 
'Ordinary Share the recommended cash offer by Deloitte & Touche Corporate
Offer' Finance on behalf of Classic Copyright to acquire the Ordinary
 Shares on the terms and subject to the conditions to be set
 out in the Offer Document and the relevant Form of Acceptance
 including, where the context so requires, any subsequent
 revision, variation, extension or renewal of such offer;
 
'Ordinary holder(s) of Ordinary Shares;
Shareholder(s)'
 
'Ordinary Shares' the existing unconditionally allotted or issued and fully paid
or 'Boosey & ordinary shares of 5 pence each in Boosey & Hawkes and any
Hawkes Ordinary further such shares which are unconditionally allotted or
Shares' issued (including pursuant to the exercise of options granted
 under the Share Option Schemes or otherwise) before the date
 on which the Ordinary Share Offer closes, or such earlier date
 as Classic Copyright may, subject to the City Code, decide;
 
'Panel' the Panel on Takeovers and Mergers;
 
'pounds sterling' the lawful currency of the United Kingdom;
or '£'
 
'Preference Share the recommended cash offers by Deloitte & Touche Corporate
Offers' Finance on behalf of Classic Copyright to acquire the
 Preference Shares on the terms and subject to the conditions
 to be set out in the Offer Document and the relevant Form(s)
 of Acceptance including, where the context so requires, any
 subsequent revision, variation, extension or renewal of such
 offer;
 
'Preference means separately, each of the 3.85 per cent. Preference Shares
Shares'  and the 4.9 per cent. Preference Shares;
 
'Regent' Regent Street Music Limited, a wholly-owned subsidiary of
 Regent Holdings;
 
'Sharesave The Boosey & Hawkes Group Sharesave Scheme;
Scheme'
 
'Stirling each and any of Stirling Square Capital Partners Limited and
Square' funds managed by it including Stirling Square Capital Partners
 LP, as the context may require;
 
'subsidiary' and to be construed in accordance with the Act;
'subsidiary
undertaking(s)'
 
'United Kingdom' the United Kingdom of Great Britain and Northern Ireland;
or 'UK'
 
'UK Listing The Financial Services Authority acting in its capacity as the
Authority' competent authority for the purposes of Part VI of the
 Financial Services and Markets Act 2000.