ProSiebenSat.1 Media SE: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
June 03, 2020 at 12:05 pm EDT
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DGAP Voting Rights Announcement: ProSiebenSat.1 Media SE
ProSiebenSat.1 Media SE: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
03.06.2020 / 18:00
Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Notification of Major Holdings
1. Details of issuer
Name:
ProSiebenSat.1 Media SE
Street:
Medienallee 7
Postal code:
85774
City:
Unterföhring Germany
Legal Entity Identifier (LEI):
529900NY0WWQUKOMWQ37
2. Reason for notification
X
Acquisition/disposal of shares with voting rights
X
Acquisition/disposal of instruments
Change of breakdown of voting rights
Other reason:
3. Details of person subject to the notification obligation
Natural person (first name, surname): Silvio Berlusconi Date of birth: 29 Sep 1936
4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
Mediaset S.p.A., Mediaset España Comunicación, S.A.
5. Date on which threshold was crossed or reached:
26 May 2020
6. Total positions
% of voting rights attached to shares (total of 7.a.)
% of voting rights through instruments (total of 7.b.1 + 7.b.2)
Total of both in % (7.a. + 7.b.)
Total number of voting rights pursuant to Sec. 41 WpHG
New
11.73 %
14.14 %
24.16 %
233000000
Previous notification
8.94 %
15.22 %
24.16 %
/
7. Details on total positions a. Voting rights attached to shares (Sec. 33, 34 WpHG)
ISIN
Absolute
In %
Direct (Sec. 33 WpHG)
Indirect (Sec. 34 WpHG)
Direct (Sec. 33 WpHG)
Indirect (Sec. 34 WpHG)
DE000PSM7770
0
27338032
0 %
11.73 %
Total
27338032
11.73 %
b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
Type of instrument
Expiration or maturity date
Exercise or conversion period
Voting rights absolute
Voting rights in %
Lent Securities (right to recall)
30.11.2020 - 31.05.2024
anytime
23494968
10.08 %
Total
23494968
10.08 %
b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
Type of instrument
Expiration or maturity date
Exercise or conversion period
Cash or physical settlement
Voting rights absolute
Voting rights in %
Put Option
24.09.2020 - 19.11.2020
N/A
Cash or physical, subject to certain conditio
9462000
4.06 %
Call Option
24.09.2020 - 19.11.2020
N/A
Cash or physical, subject to certain conditio
9000535
3.86 %
Option for Securities Lending
19.11.2020
anytime, subject to certain condition
Physical if option is exercised
5462000
2.34 %
Total
9462000
4.06 %
8. Information in relation to the person subject to the notification obligation
Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.).
X
Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity:
Name
% of voting rights (if at least 3% or more)
% of voting rights through instruments (if at least 5% or more)
Total of both (if at least 5% or more)
Silvio Berlusconi
%
%
%
Finanziaria d'investimento Fininvest S.p.A.
%
%
%
Mediaset S.p.A.
5.84 %
8.57 %
14.41 %
Mediaset España Comunicación, S.A.
3.10 %
6.65 %
9.75 %
9. In case of proxy voting according to Sec. 34 para. 3 WpHG
(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)
Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
Proportion of voting rights
Proportion of instruments
Total of both
%
%
%
10. Other explanatory remarks:
Ad sections 6 and 8 above: The put and call options as well as the option for securities lending (each as referred to under section 7.b.2 above) relate to the same collar transaction under which, on a consolidated basis, Mediaset S.p.A. can acquire a voting rights position of 4.06% in total only once. The
acquisition of voting rights by way of a securties lending transaction under such financial instrument therefore results in a corresponding increase in the position of voting rights (attached to shares), but does neither have an effect on the total number of voting rights through the above-mentioned collar transaction, nor the total number of voting rights attached to shares and through Instruments.
Ad section 7.b.2. above: As the put and call options as well as the option for securities lending relate to the above-mentioned collar transaction under which Medlaset S.p.A. can acquire the position of 4.06% of the voting rights only once, such instruments were not to be aggregated.
Date
29 May 2020
03.06.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
Prosiebensat 1 Media SE is a Germany-based company engaged in the media sector. The Company's core business is advertising-financed free television (TV). Its TV stations include: SAT.1, ProSieben, kabel eins, sixx, SAT.1 Gold and ProSieben MAXX. The Company operates in three business segments, including Broadcasting German-Speaking segment, Digital and Adjacent segment as well as Content Production and Global Sales segment. The Broadcasting German-Speaking segment includes the TV activities in Germany, Austria and Switzerland. The Digital and Adjacent segment bundles the business units Online Video, Online Games, Ventures and Commerce, as well as Music. The Content Production and Global Sales segment covers the international program production and distribution business. The Company operates as the parent company of the ProSiebenSat.1 Group and operates ProSiebenSat.1 TV Germany GmbH, SevenOne Brands GmbH, SevenOne Media GmbH, Seven One AdFactory GmbH as subsidiaries.
ProSiebenSat.1 Media SE: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution