Feb. 21 (Bloomberg) -- Warner Music Group Corp., the world's fourth-largest record company, said any possible offer it makes for EMI Group Plc is likely to be ``solely'' in cash.

A cash offer means Warner shareholders won't have to notify their interests in Warner securities under rule 8 of the U.K. Takeover Code, Warner said in a statement today. The rule outlines how interested parties in relevant securities of a company during an offer period should disclose their dealings.

Warner yesterday said it made an approach to the world's third-largest record company on Jan. 24 after it obtained support of the Brussels-based trade organization Impala, the Independent Music Publishers and Labels Association. Warner and London-based EMI abandoned efforts to buy each other in July on concern a combination would be blocked by European Union regulators.

The agreement Warner reached with Impala ``improves the prospects for regulatory approval of a combination of WMG and EMI,'' the company said yesterday. Warner's ``approach to EMI, however, remains in the preliminary stages and there can be no certainty that the discussions will result in any specific transaction,'' the New York-based company said yesterday.

Shares of EMI gained 1.25 pence, or 0.5 percent, to 241.25 pence in London.

Digital Initiative

Warner has agreed to support Impala's digital music initiative, called Merlin, and to divest undisclosed music assets should the deal be approved, according to statements from Warner and Impala.

EMI and Warner each offered about $4.6 billion for the other in June. The two companies backed away from attempts to combine after the European Court of First Instance in Luxembourg threw out regulators' approval of the merger that created Sony BMG in 2004, saying the European Commission, the EU's Brussels- based antitrust regulator, had only carried out ``an extremely cursory examination'' of the effects of the merger.

The court ordered the regulator to review the transaction again. The European Commission will rule on the creation of Sony BMG by March 1, a commission spokesman said on Jan. 31.

To contact the reporter on this story: Aisha Phoenix in London at aphoenix@bloomberg.net.

Last Updated: February 21, 2007 13:11 EST