Grupo Media Capital SGPS

M&A Activity • Sep 4, 2020

Promotora de Informaciones, S.A. ("PRISA" or the "Company"), according to article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and article 226 of the consolidated text of the Securities Market Act approved by the Royal Legislative Decree 4/2015, of 23 October, announces the following

INSIDE INFORMATION

After carrying out, through a financial institution, a market sounding process to search for potential investors, Vertix, SGPS, S.A. ("Vertix"), a wholly owned subsidiary of Prisa, has signed on the date hereof with a plurality of investors independent agreements for the sale of shares of the Portuguese listed company Grupo Media Capital SGPS, S.A. ("Media Capital"), which together represent the entire shareholding (64.47%) held by Vertix in Media Capital (the "Transaction").

The Transaction, which has been authorized by Pluris Investments, S.A. ("Pluris") within the framework of the shareholders' agreement signed with Vertix, is conditional on obtaining a waiver from certain financial creditors of Prisa, as well as the authorization of the Portuguese regulatory authorities that may be necessary.

The Transaction is expected to be carried out simultaneously through independent block transfers of the shares for a total price of € 36,850,047.74, which implies an implicit valuation (enterprise value) of € 150Mn based on the Media Capital's financial position at the end of the second quarter of this year and a premium of 63% compared to the price per share offered by the entity Cofina SGPS, SA in its voluntary public offer on the shares of Media Capital published on August 12.

According to the Company's estimates, this transaction will mean an accounting loss in Prisa's individual and consolidated accounts of approximately € 48.5Mn.

The Operation is part of the non-essential asset divestment policy initiated by Prisa a few months ago, and is in line with the already announced roadmap for targeting its strategic education and media assets.

Madrid, 4 September, 2020

Xavier Pujol Tobeña General Counsel and Secretary to the Board of Directors