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Declaration of Voting Results & Voting Rights Announcements • Jun 3, 2020
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Declaration of Voting Results & Voting Rights Announcements
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News Details
Voting Rights Announcements | 3 June 2020 18:00
ProSiebenSat.1 Media SE: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
ProSiebenSat.1 Media SE
03.06.2020 / 18:00
Dissemination of a Voting Rights Announcement transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Notification of Major Holdings
1. Details of issuer
| Name: | ProSiebenSat.1 Media SE |
| Street: | Medienallee 7 |
| Postal code: | 85774 |
| City: | Unterföhring Germany |
| Legal Entity Identifier (LEI): | 529900NY0WWQUKOMWQ37 |
2. Reason for notification
| X | Acquisition/disposal of shares with voting rights |
| X | Acquisition/disposal of instruments |
| Change of breakdown of voting rights | |
| Other reason: |
3. Details of person subject to the notification obligationNatural person (first name, surname): Silvio Berlusconi
Date of birth: 29 Sep 1936
4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
Mediaset S.p.A., Mediaset España Comunicación, S.A.
5. Date on which threshold was crossed or reached:26 May 2020
6. Total positions
| % of voting rights attached to shares (total of 7.a.) |
% of voting rights through instruments (total of 7.b.1 + 7.b.2) |
Total of both in % (7.a. + 7.b.) |
Total number of voting rights pursuant to Sec. 41 WpHG | |
| New | 11.73 % | 14.14 % | 24.16 % | 233000000 |
| Previous notification | 8.94 % | 15.22 % | 24.16 % | / |
7. Details on total positions
a. Voting rights attached to shares (Sec. 33, 34 WpHG)
| ISIN | Absolute | In % | ||
| Direct (Sec. 33 WpHG) |
Indirect (Sec. 34 WpHG) |
Direct (Sec. 33 WpHG) |
Indirect (Sec. 34 WpHG) |
|
| DE000PSM7770 | 0 | 27338032 | 0 % | 11.73 % |
| Total | 27338032 | 11.73 % |
b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
| Type of instrument | Expiration or maturity date | Exercise or conversion period | Voting rights absolute | Voting rights in % |
| Lent Securities (right to recall) | 30.11.2020 – 31.05.2024 | anytime | 23494968 | 10.08 % |
| Total | 23494968 | 10.08 % |
b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
| Type of instrument | Expiration or maturity date | Exercise or conversion period | Cash or physical settlement | Voting rights absolute | Voting rights in % |
| Put Option | 24.09.2020 – 19.11.2020 | N/A | Cash or physical, subject to certain conditio | 9462000 | 4.06 % |
| Call Option | 24.09.2020 – 19.11.2020 | N/A | Cash or physical, subject to certain conditio | 9000535 | 3.86 % |
| Option for Securities Lending | 19.11.2020 | anytime, subject to certain condition | Physical if option is exercised | 5462000 | 2.34 % |
| Total | 9462000 | 4.06 % |
8. Information in relation to the person subject to the notification obligation
| Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.). | |
| X | Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity: |
| Name | % of voting rights (if at least 3% or more) | % of voting rights through instruments (if at least 5% or more) | Total of both (if at least 5% or more) |
| Silvio Berlusconi | % | % | % |
| Finanziaria d’investimento Fininvest S.p.A. | % | % | % |
| Mediaset S.p.A. | 5.84 % | 8.57 % | 14.41 % |
| Mediaset España Comunicación, S.A. | 3.10 % | 6.65 % | 9.75 % |
9. In case of proxy voting according to Sec. 34 para. 3 WpHG
(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)
Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
| Proportion of voting rights | Proportion of instruments | Total of both |
| % | % | % |
10. Other explanatory remarks:
Ad sections 6 and 8 above: The put and call options as well as the option for securities lending (each as referred to under section 7.b.2 above) relate to the same collar transaction under which, on a consolidated basis, Mediaset S.p.A. can acquire a voting rights position of 4.06% in total only once. The acquisition of voting rights by way of a securties lending transaction under such financial instrument therefore results in a corresponding increase in the position of voting rights (attached to shares), but does neither have an effect on the total number of voting rights through the above-mentioned collar transaction, nor the total number of voting rights attached to shares and through Instruments. Ad section 7.b.2. above: As the put and call options as well as the option for securities lending relate to the above-mentioned collar transaction under which Medlaset S.p.A. can acquire the position of 4.06% of the voting rights only once, such instruments were not to be aggregated.
Date
29 May 2020
03.06.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
| Language: | English |
| Company: | ProSiebenSat.1 Media SE |
| Medienallee 7 | |
| 85774 Unterföhring | |
| Germany | |
| Internet: | www.prosiebensat1.com |
| End of News | DGAP News Service |