05.04.2004 – 20:44

ProSiebenSat.1 Media SE

euro adhoc: ProSiebenSat.1 Media AG
Restructuring & Recapitalisations
NOTICE PURSUANT TO §15 GERMAN SECURITIES TRADING ACT (WPHG) ProSiebenSat.1 Media AG Determines Details of Capital Increase Subscription price for new common and preference sha

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.

Munich, April 5, 2004. Today the Executive Board of ProSiebenSat.1
Media AG, with the Supervisory Board’s consent, established the
details of its planned capital increase in exchange for cash
contributions.
The Company’s capital will be increased by Euro 24,310,800 from Euro
194,486,400 to Euro 218,797,200. Pursuant to the subscription ratio,
one new ProSiebenSat.1 shares can be subscribed to for every 8
existing ProSiebenSat.1 shares at a subscription price of Euro 11.60
per share. This corresponds to a issuance discount of about 28
percent compared to the closing price of the preference shares in the
Xetra trading of Deutsche Börse as of today. Preference shares and
common shares will be offered at the same price; however, common
shareholders will not be entitled to subscribe to preference shares
and vice versa (a "crossed exclusion" of subscription rights). With
this capital increase, the number of ProSiebenSat.1 Media AG shares
outstanding will increase by a total of 24,310,800, from 194,486,400
to 218,797,200, of which 12,155,400 each are common shares and
preference shares respectively. The new shares are fully entitled to
dividends for fiscal year 2004. 
P7S1 Holding L.P. has been authorized to subscribe to 8,750,000
common shares and 15,371 preference shares. Deutsche Bank
Aktiengesellschaft and J.P. Morgan Securities Ltd. have each been
authorized to subscribe to 1,702,700 common shares. In addition,
Deutsche Bank Aktiengesellschaft has been authorized to subscribe to
6,070,015 preference shares, and J.P. Morgan Securities Ltd. has been
authorized to subscribe to 6,070,014 preference shares. Both banks
will offer the common and preference shares for sale to the
respective holders of common shares and the holders of preference
shares (with the exception of P7S1 Holding L.P.) as part of an
indirect subscription right at a ratio of 8 to 1 and at a price of
Euro 11.60 per new common share and of Euro 11.60 per new preference
share.
The subscription period is expected to begin on April 13, 2004 and to
end on April 26, 2004. The rights to the new preference shares are
expected to be traded in the official market of the Frankfurt Stock
Exchange in the period from April 13, 2004 through and including
April 22, 2004. The capital increase will be managed by Deutsche Bank
and J.P. Morgan.
The subscription price will result in gross proceeds of about Euro
282 million. ProSiebenSat.1 Media AG intends to use the proceeds from
the planned capital increase to reduce the Company’s net financial
debt. In this context, as part of comprehensive refinancing plan,
today the Company has decided to launch on April 6, 2004 a public
tender offer for the Euro 338 million notes due in 2006. 
This announcement is not an offer for sale of securities in the
United States. Securities may not be sold in the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended.  ProSiebenSat.1 Media AG does not
intend to register any portion of the offering of the securities in
the United States. Any offer of the securities to be made in the
United States will be made only by means of an offering memorandum,
which will contain detailed information about the company and its
management and financial statements. Copies of this announcement are
not being made and may not be distributed or sent into the United
States, Canada or Japan.

end of announcement        euro adhoc 05.04.2004

Further inquiry note:

Katja Pichler
Company Spokesperson
ProSiebenSat.1 Media AG
Medienallee 7
D-85774 Unterföhring
Phone: +49 [89] 95 07-11 80
Fax: +49 [89] 95 07-11 84
E-mail: Katja.Pichler@ProSiebenSat1.com

Press release online: www.ProSiebenSat1.com

Branche: Media
ISIN: DE0007771172
WKN: 777117
Index: CDAX, Classic All Share, HDAX, MDAX, Midcap Market Index, Prime All Share, Prime
Standard
Börsen: Frankfurter Wertpapierbörse / official dealing
Niedersächsische Börse zu Hannover / free trade
Berliner Wertpapierbörse / free trade
Bayerische Börse / free trade
Hamburger Wertpapierbörse / free trade
Bremer Wertpapierbörse (BWB) / free trade
Börse Düsseldorf / free trade

Original content of: ProSiebenSat.1 Media SE, transmitted by news aktuell