Press Release

Press Release | Gütersloh, 10/03/2013

Bertelsmann has successfully sold two million ordinary shares of RTL Group

The information contained herein is not for publication or distribution in or into Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction in which publication would be prohibited by applicable law.

The international media company Bertelsmann has announced that it has successfully completed the accelerated bookbuilding offering to institutional investors of two million ordinary shares of RTL Group. The offer comprised the shares of the over-allotment option (Greenshoe), for which the option had not been exercised during the placement of shares of RTL Group on behalf of Bertelsmann in spring 2013. The offered shares corresponded to approximately 1.3 percent of RTL Group’s share capital. The offer price was set at €75.81 per share which is equivalent to the closing share price on XETRA on October 2 and which represents gross proceeds of approximately €151.6 million. The orderbook was multiple times covered.

Following the placement, Bertelsmann holds 75.1 percent of RTL Group’s ordinary shares and remains a majority shareholder of the company.

Deutsche Bank and Morgan Stanley acted as Joint Bookrunners on the transaction.

About Bertelsmann
Bertelsmann is an international media company whose core divisions encompass television (RTL Group), book publishing (Penguin Random House), magazine publishing (Gruner + Jahr), services (Arvato), and printing (Be Printers) in some 50 countries. In 2012, the company’s businesses, with their more than 100,000 employees, generated revenues of €16.1 billion. Bertelsmann stands for a combination of creativity and entrepreneurship that empowers the creation of first-rate media, communications, and service offerings to inspire people around the world and to provide innovative solutions for customers.

Important notice

This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

Any securities referred to herein have not been and will not be 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 or pursuant to an available exemption from registration under the Securities Act. Neither RTL Group nor its majority shareholder intends to register any securities referred to herein in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act.

In the United Kingdom, this press release is directed only to (a) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities and other persons to whom it may otherwise lawfully be communicated falling within Article 49(1) of the Order, or (c) persons to whom it may otherwise lawfully be communicated.