NATIONAL SECURITIES MARKET COMMISSION

In accordance with the provisions of Article 226 of the Consolidated Text of the Securities Market Act, approved by Royal Legislative Decree 4/2015 of 23 October, and enacting regulations, MFE-MEDIAFOREUROPE N.V. hereby announces the following

INSIDE INFORMATION

In accordance with the provisions of Article 16 of Royal Decree 1066/2007, of 27 July, on the rules for public tender offers for securities, please find attached herewith the announcement prior to the request for authorisation of the launching of a voluntary tender offer by MFE- MEDIAFOREUROPE N.V. for the acquisition of shares of Mediaset España Comunicación, S.A. and which shall be presented by this entity to the National Securities Market Commission. The aforementioned prior announcement contains the main characteristics of the offer, which is subject to authorisation by the National Securities Market Commission.

Milan, 15 March 2022

MFE-MEDIAFOREUROPE N.V.

Mr. Marco Giordani

Chief Financial Officer

This document contains inside information within the meaning of Article 7(1) of the Regulation

(EU) 596/2014 - Market Abuse Regulation

This document is a free translation of the original document in Spanish for information purposes only. In the event of any discrepancy between this free translation and the original document drafted in Spanish, the original document in Spanish shall prevail

PRIOR ANNOUNCEMENT OF THE VOLUNTARY TENDER OFFER LAUNCHED BY

MFE-MEDIAFOREUROPE N.V. FOR THE ACQUISITION OF THE SHARES OF

MEDIASET ESPAÑA COMUNICACIÓN, S.A.

This announcement is released in compliance with Royal Decree 1066/2007, of 27 July, on the rules for public tender offers for securities ("Royal Decree 1066/2007") and contains the main terms of the offer, which is subject to authorisation by the National Securities Market Commission (Comisión Nacional del Mercado de Valores or "CNMV").

The terms and conditions of the offer described below will be included in the offer document (the "Offer Document") which will be published once the referred authorisation has been obtained.

In accordance with Article 30.6 of Royal Decree 1362/2007 of October 19, from the date of this announcement, those shareholders of Mediaset España Comunicación, S.A. that acquire securities carrying voting rights must notify said acquisition to the CNMV if the percentage of voting rights held by them reaches or exceeds 1%. Likewise, shareholders already holding 3% of the voting rights will be required to notify any transaction that involves a change in such holding.

In accordance with paragraph 2.b) of the fifth rule of Circular 1/2017 of April 26 of the CNMV, from the date of this announcement onwards if the Target Company has entered into a market making agreement, it shall be suspended.

1. Identification of the Bidder

The Bidder is MFE-MEDIAFOREUROPE N.V. (formerly Mediaset N.V.), a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its registered office in Amsterdam (the Netherlands) ("MFE" or the "Bidder"). The Bidder is resident for tax purposes in Italy and its legal entity identification code is 213800DIFN7NR7B97A50.

The current issued share capital of MFE amounts to EUR 777,186,257.34 and is divided into a total number of 2,322,056,213 shares, of which 1,140,828,649 are Ordinary Shares A (nominal value EUR 0.06 each and granting 1 voting right - code named "MFE A") (the "Ordinary Shares A") and 1,181,227,564 ordinary shares B (nominal value EUR 0.6 each and granting 10 voting rights - code named "MFE B") (the "Ordinary Shares B") including 40,398,915 treasury shares. Both Ordinary Shares A and Ordinary Shares B have the same economic entitlement to the Bidder's equity and any kind of distribution made on the shares shall be made on equal basis. However, voting rights are proportional to nominal value and therefore whereas each Ordinary Share A confers the right to cast one vote, each Ordinary Share B confers the

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right to cast ten votes. The Bidder shares are held in registered form and are listed on Euronext Milan (a regulated market organised and managed by Borsa Italiana S.p.A.) and are not admitted to listing on any other regulated market.

For the purposes of Article 5 of the restated text of the Securities Market Act, approved by Royal Legislative Decree 4/2015, of 23 October (the "Securities Market Act") and the Dutch law, it is hereby stated that the Bidder is controlled by Fininvest S.p.A., an Italian company (società per azioni), with its registered offices at Largo del Nazareno 8, Rome (Italy) registered at the Companies Register of Rome with number 03202170589 ("Fininvest").

It is hereby stated that Fininvest is controlled by Mr. Silvio Berlusconi. Fininvest holds a direct stake in MFE representing 49.33 % of its share capital and 50.9 % of its voting rights (excluding treasury shares).

The Offer Document will further detail the Bidder's shareholding and control structure.

The target company of the tender offer is Mediaset España Comunicación, S.A. (the "Target Company" or "MES"), a subsidiary of MFE, which is part to the group of companies of Fininvest.

2. Decision to launch the Offer

The decision to launch a voluntary public tender offer over the Target Company (the "Offer") has been adopted by the Bidder in accordance with the resolutions adopted by its Board of Directors (the "MFE Board") on 14 March 2022.

Furthermore, pursuant to Article 14 of Royal Decree 1066/2007, the MFE Board also adopted in such meeting the resolution to convene a general shareholders' meeting of the Bidder, to be held on the date and place to be specified in the relevant convening notice, for the purposes of resolving upon, (i) the amendment of the articles of association of MFE to increase the MFE's authorised share capital; and (ii) the designation of the MFE Board as the corporate body authorised to resolve to issue such number of new Ordinary Shares A necessary to fulfil the payment of the portion of the Share-for-Share Exchange Consideration (as defined below).

Apart from the above resolutions, the Offer is not subject to any other corporate authorization from the shareholders or the management bodies of any other company of the group to which the Bidder belongs.

3. Filing of the Offer

The Bidder shall file the application for the authorisation of the Offer with the CNMV, together with the Offer Document and the rest of the documents that must be submitted in accordance with Article 17 of Royal Decree 1066/2007, within the month following the publication of this announcement. The Bidder foresees that the filing will take place in the first half of such period.

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4. Type of offer

The Offer is a voluntary offer in accordance with Article 137 of the Securities Market Act and Article 13 of Royal Decree 1066/2007.

5. Share held by the Bidder in the Target Company

As of the date of this announcement, the Bidder currently holds a direct stake of 174,402,718 shares in MES, representing 55.69 % of its issued share capital. The Target Company, according to the public information as of the date of this announcement, has two treasury shares1.

It is hereby stated that the Bidder is not acting in concert with any other entity or individual in connection with the Offer or the Target Company.

Five out of the twelve current directors or managers of the Target Company were appointed by the Bidder or any of its group companies as proprietary directors, namely Mr. Fedele Confalonieri, Mr. Marco Giordani, Ms. Gina Nieri, Mr. Niccoló Querci and Mr. Borja Prado Eulate. None of these five proprietary directors holds shares in MES. In addition, according to Article 6 of Royal Decree 1066/2007, it is hereby stated that Mr. Paolo Vasile, Mr. Massimo Musolino and Mr. Mario Rodríguez Valderas, who are executive directors of MES and were designated by MFE, currently hold shares in MES representing 0.04%, 0.01% and 0.01% voting rights of MES, respectively, as described in the 2021 MES corporate governance annual report2.

According to the calculation rules of Article 5 of Royal Decree 1066/2007, the Bidder's stake in the Target Company, including the shares of the abovementioned executive directors, amounts to 55.75% of the share capital of MES. There are no other voting rights attributable to the Target Company nor to its controlling shareholder.

The only acquisition transactions carried out by entities of the Bidder's group or the remaining entities belonging to the same group to which the Bidder belongs (including Fininvest, as well as its controlling shareholder and MES) or members of the management, control and supervisory bodies of the Bidder or of the entities of the group to which the Bidder belongs during the period of twelve months prior to this announcement are the acquisition by MES of 145,780 treasury shares in the open market, representing approximately 0.05 % of the share capital. The highest price paid by MES over this period was EUR 5.54 per share. During the referred period of twelve months prior to this announcement, MES also carried out transactions transferring treasury shares and particularly, on 6 May 2021 the Board of Directors of MES decided to reduce MES share capital by redeeming 14,269,072 treasury shares as it was made public by means of the other relevant information notice dated 30 June 2021 registered with the CNMV under registry number 10,313. After such share capital reduction in MES, the Target Company currently holds two treasury shares.

  1. Information published on both CNMV and MES websites.
  2. 2021 MES corporate governance annual report is available on both CNMV and MES websites.

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In addition, during the period of twelve months prior to this announcement, the only transactions involving MES shares carried out by the mentioned executive directors of MES, namely Mr. Paolo Vasile, Mr. Massimo Musolino and Mr. Mario Rodríguez Valderas, are the following acquisitions of shares free of charge in connection with their incentive plans:

  • Mr. Paolo Vasile received 35,660 shares, on 20 April 2021, representing approximately 0.0114% of the share capital, as part of his incentive plan.
  • Mr. Massimo Musolino received 5,184 shares, on 20 April 2021 and 2,218 shares, on 20 May 2021, representing, in aggregate, approximately 0.0024% of the share capital, as part of his incentive plan.
  • Mr. Mario Rodríguez Valderas received 4,261 shares, on 20 April 2021, representing approximately 0.0014% of the share capital, as part of his incentive plan.

6. Information regarding the Target Company

The Target Company is Mediaset España Comunicación, S.A., commercially known as Mediaset España, a Spanish public limited company (sociedad anónima), with registered offices at Carretera de Fuencarral a Alcobendas 4, 28049 Madrid, registered with the Commercial Registry of Madrid under volume 5,701, sheet 173, page M-993306, and Tax Identification Number (N.I.F) A-79075438. MES legal entity identification code is 95980020140005021479.

The current share capital of MES is EUR 156,583,072 divided into 313,166,144 shares, of EUR 0.50 nominal value each, all of a single class and series, fully subscribed and paid up.

The shares of MES are represented in book-entry form, and the corresponding registry is kept by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear) and its participating entities. The shares of the Target Company are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Automated Quotation System (Sistema de Interconexión Bursátil - Mercado Continuo) and are not admitted to trading on any other regulated market.

MES does not have any outstanding non-voting or special class shares, nor has currently issued any pre-emptive subscription rights, bonds convertibles into shares, securities exchangeable for shares, warrants, or any other similar security or financial instrument, which might entitle the holder to, directly or indirectly, subscribe for or acquire shares of MES.

7. Securities and markets targeted by the Offer

The Offer targets all the issued shares into which the share capital of MES is divided, namely 313,166,144 shares, although the Offer excludes the shares owned by the Bidder (174,402,718 shares, representing 55.69 % of issued share capital), which shall be locked up. Therefore, taking into account the current number of outstanding shares of the Target Company, the Offer targets a total of 138,763,426 shares in the Target Company, representing 44.31 % of its share capital. The Target Company shall not accept the Offer with respect to the two treasury shares it currently holds, as the subscription by MES of Ordinary Shares A (as defined below) in MFE

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MFE-MEDIAFOREUROPE NV published this content on 15 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2022 09:07:03 UTC.