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RNS - ProSiebenSat.1 Media SE generates gross proceeds of approximately EUR 515 million from sale of new shares

Company: ProSiebenSat.1 Media SE Date: 2016-11-03 Language: English Register to download
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 News Details

Ad-hoc | 3 November 2016 23:08

#   

ProSiebenSat.1 Media SE generates gross proceeds of approximately EUR 515 million from sale of new shares

**ProSiebenSat.1 Media SE  / Key word(s): Capital Increase**

03.11.2016 23:08

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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DISCLOSURE OF AN INSIDE INFORMATION ACCORDING TO ARTICLE 17 MAR

ProSiebenSat.1 Media SE generates gross proceeds of approximately EUR 515
million from sale of new shares.

Not for release, publication or distribution in or into Canada, Australia
or Japan or any other jurisdiction in which offers or sales would be
prohibited by applicable laws.

Unterföhring, Germany, November 3, 2016. Today, ProSiebenSat.1 Media SE
successfully completed the sale of new shares from a cash capital increase
from the Company's authorized capital resolved by the Executive Board and
the Supervisory Board on November 3, 2016. In the course of the capital
increase 14,202,800 new registered no-par value shares will be issued
carrying full dividend rights as of January 1, 2016. This corresponds to an
increase of the Company's share capital by approximately 6.5%. The
shareholders preemptive rights have been excluded.

All new shares have been sold at a sales price of EUR 36.25 per share. The
Company will generate gross proceeds before incurred costs and commissions
in the amount of approximately EUR 515 million from the capital increase.
The gross proceeds will primarily contribute to the financing of the
Company's growth strategy by the acquisition of other companies and
interests in other companies in particular in the digital space. The
capital increase will furthermore serve general purposes as well as support
the strengthening of the Company's balance sheet. The earnings oriented
dividend policy of the company remains unaffected from this transaction.

The implementation of the capital increase is expected to be registered
with the commercial register of the Company on November 7, 2016. Thereby
the Company's nominal share capital will be increased from EUR
218,797,200.00 to EUR 233,000,000.00.

The commencement of trading for the new shares is expected for November 9,
2016. They will be included in the listing of the existing shares of the
Company on the regulated market of the Frankfurt Stock Exchange (Prime
Standard) as well as on the regulated market of the Luxembourg Stock
Exchange.

In connection with the capital increase, the Company has accepted a so-
called lock-up according to which the Company agreed vis-à-vis the
placement banks with certain exceptions, inter alia, not to issue further
new shares or respective preemptive /conversion rights for a period of
three months.

This publication may not be published, distributed or transmitted, directly
or indirectly, in Canada, Australia or Japan or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of ProSiebenSat.1 Media SE
in the United States, Germany or any other jurisdiction. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction. The securities referred to herein will not be or have not
been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold in the United States
absent registration under the Securities Act or an applicable exemption
from registration requirements. The securities will not be registered under
the Securities Act. There will be no public offer of the securities in the
United States.

In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as "Relevant Persons"). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member State"),
this announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the meaning of
the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.

No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.

This information contains forward-looking statements that are based upon
current views and assumptions of the ProSiebenSat.1 Media SE management,
which were made to its best knowledge. Forward-looking statements are
subject to known and unknown risks, uncertainties and other factors which
could cause the earnings position, profitability, performance or the
results of ProSiebenSat.1 Media SE or the success of the media and digital
industry to differ materially from the earnings position, profitability,
performance or the results expressly or implicitly assumed or described in
these forward-looking statements. In consideration of these risks,
uncertainties and other factors, persons receiving these documents are
advised not to unreasonably rely on these forward-looking statements.
ProSiebenSat.1 Media SE does not assume any obligation to update such
forward-looking statements and to adjust them to any future results and
developments.

In connection with any offering of the shares of ProSiebenSat.1 Media SE
(the "Shares"), the Joint Bookrunners and any of their respective
affiliates acting as an investor for their own account may take up as a
proprietary position any Shares and in that capacity may retain, purchase
or sell for their own account such Shares. In addition certain of the Joint
Bookrunners or their affiliates may enter into financing arrangements and
swaps with investors in connection with which such Joint Bookrunners (or
their affiliates) may from time to time acquire, hold or dispose of Shares.
The Joint Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.

The Joint Bookrunners are acting on behalf of ProSiebenSat.1 Media SE and
no one else in connection with any offering of the Shares and will not be
responsible to any other person for providing the protections afforded to
clients of the respective Joint Bookrunners nor for providing advice in
relation to any offering of the Shares.

PERSON MAKING THE NOTIFICATION: Dirk Voigtländer, Head of Investor
Relations, ProSiebenSat.1 Media SE.


03.11.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language:     English
Company:      ProSiebenSat.1 Media SE
              Medienallee 7
              85774 Unterföhring
              Germany
Phone:        +49 (0)89 9507-1463
Fax:          +49 (0)89 9507-91463
E-mail:       Dirk.Voigtlaender@ProSiebenSat1.com
Internet:     www.prosiebensat1.com
ISIN:         DE000PSM7770
WKN:          777117
Indices:      DAX
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
              Munich, Stuttgart, Tradegate Exchange; Luxemburg
 
End of Announcement                             DGAP News-Service
 
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