ProSiebenSat.1 Media SE

Notice of Dividend Amount • Dec 14, 2012

News Details

Ad-hoc | 14 December 2012 13:21

ProSiebenSat.1 Media AG: ProSiebenSat.1 Group sells TV and Radio operations in Northern Europe; increased Dividend and Conversion of Preference Shares into Common Shares intended

ProSiebenSat.1 Media AG / Key word(s): Disposal/Strategic Company Decision

14.12.2012 13:21

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Ad Hoc Disclosure under Sec. 15 of the German Securities Trading Act

ProSiebenSat.1 Group sells TV and Radio operations in Northern Europe;
increased Dividend and Conversion of Preference Shares into Common Shares
intended

Munich, December 14, 2012. The ProSiebenSat.1 Group has agreed to sell its
TV and radio operations in Northern Europe (Norway, Sweden, Finland and
Denmark) to Discovery Communications. A respective purchase agreement was
signed today. The transaction is subject to merger control clearance and is
expected to be consummated in the first quarter of 2013.

The production business of the ProSiebenSat.1 Group in Northern Europe (Red
Arrow Entertainment Group) is not included in the transaction.

The agreed enterprise value of the sold operations underlying the
transaction is EUR 1.325 billion. The recurring EBITDA to be deconsolidated
amounts to EUR 134.4 million for these operations (LTM, as of September 30,
2012). ProSiebenSat.1 Media AG intends to use a partial amount of EUR 500
million of the proceeds for a partial prepayment of term debt under the
syndicated facilities agreement of the ProSiebenSat.1 Group and the
remainder of the proceeds for reinvestments in the business of the Group.
Hence a significant portion of the operating cash flow will be available
for other purposes. This will increase the company's capacity for dividend
distributions to its shareholders.

In coordination with the company's majority shareholder Lavena, a holding
company which is jointly controlled by investment funds of KKR and Permira,
the company intends to propose to the coming shareholders' meeting a total
dividend distribution in the order of EUR 1.2 billion (approx. EUR 5.60 per
share) provided the transaction will be successfully consummated and the
business performance is developing in line with expectations. Also after
such a dividend distribution the leverage ratio of the ProSiebenSat.1 Group
will remain within the previously communicated target range of 1.5 to 2.5
times net debt to Group's recurring EBITDA.

In 2012, the company made dividend payments to its shareholders in the
total amount of approx. EUR 245 million (EUR 1.17 per preference share and
EUR 1.15 per common share).

Furthermore, the company intends to propose to the coming shareholders'
meeting a conversion of its non-voting preference shares into voting common
shares. In connection with the conversion, which shall be effected without
requirement for the preference shareholders to pay any premium, all common
shares would be admitted to trading at the stock exchange. The company's
majority shareholder has informed the company of its intention to support
this measure in the case of a successful consummation of the transaction.
In addition to a resolution of the shareholders' meeting at which the
company's majority shareholder controls the required majority of votes, the
conversion of preference shares into common shares requires a special
resolution of preference shareholders with a majority of 75 percent of the
votes cast.

14.12.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: ProSiebenSat.1 Media AG
Medienallee 7
85774 Unterföhring
Germany
Phone: +49 (0)89 9507-1151
Fax: +49 (0)89 9507-1184
E-mail: julian.geist@ProSiebenSat1.com
Internet: www.prosiebensat1.com
ISIN: DE0007771172
WKN: 777117
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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