On 31 July 2019, Highlight Communications AG, Pratteln, Switzerland (the "Bidder"), published the offer document (the "Offer Document") for its public delisting tender offer to the shareholders of Constantin Medien AG, Ismaning, Germany ("Constantin Medien"), regarding the acquisition of all no-par value bearer shares of Constantin Medien (ISIN DE0009147207) with a nominal value of EUR 1.00 per share, together with all associated rights as at the date of settlement (each a "Constantin Share" and collectively the "Constantin Shares"), which are not directly held by the Bidder, against payment of a cash consideration of EUR 2.30 per Constantin Share (the "Delisting Offer"). The acceptance period for the Delisting Offer started on 31 July 2019 and ends on 28 August 2018, 24:00 hours (Frankfurt am Main (Germany) local time) unless extended pursuant to statutory provisions of the WpÜG.
1. Until 6 August 2019, 17:30 hours (Frankfurt am Main (Germany) local time) ("Reference Date"), the Delisting Offer has been accepted for 117,384 Constantin Shares. This corresponds to approximately 0.13% of the share capital and voting rights of Constantin Medien.
2. As of the Reference Date, the Bidder directly held 74,353,541 Constantin Shares. This corresponds to approximately 79.44% of the share capital and voting rights of Constantin Medien. This interest is attributed in full to Highlight Event and Entertainment AG as well as Mr Bernhard Burgener and Mrs Rosmarie Burgener pursuant to Section 30 para. 2 WpÜG and, in addition, to Highlight Event and Entertainment AG also pursuant to Section 30 para. 1 sentence 1 No 1 and sentence 3 WpÜG.
3. Other than that, as of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder pursuant to Section 2 para. 5 WpÜG, nor any of their subsidiaries, held any Constantin Shares or any instruments in relation to Constantin Shares within the meaning of Sections 38, 39 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG). Moreover, as of the Reference Date, no further voting rights attached to Constantin Shares were attributed to them pursuant to Section 30 WpÜG.
4. The total number of Constantin Shares for which the Delisting Offer has been accepted until the Reference Date, plus the shares directly held by the Bidder, as mentioned in section 2, amount to 74,470,925 Constantin Shares as of the Reference Date. This corresponds to approximately 79.56% of the share capital and voting rights of Constantin Medien.
Pratteln, 7 August 2019
Highlight Communications AG
1. Until 6 August 2019, 17:30 hours (Frankfurt am Main (Germany) local time) ("Reference Date"), the Delisting Offer has been accepted for 117,384 Constantin Shares. This corresponds to approximately 0.13% of the share capital and voting rights of Constantin Medien.
2. As of the Reference Date, the Bidder directly held 74,353,541 Constantin Shares. This corresponds to approximately 79.44% of the share capital and voting rights of Constantin Medien. This interest is attributed in full to Highlight Event and Entertainment AG as well as Mr Bernhard Burgener and Mrs Rosmarie Burgener pursuant to Section 30 para. 2 WpÜG and, in addition, to Highlight Event and Entertainment AG also pursuant to Section 30 para. 1 sentence 1 No 1 and sentence 3 WpÜG.
3. Other than that, as of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder pursuant to Section 2 para. 5 WpÜG, nor any of their subsidiaries, held any Constantin Shares or any instruments in relation to Constantin Shares within the meaning of Sections 38, 39 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG). Moreover, as of the Reference Date, no further voting rights attached to Constantin Shares were attributed to them pursuant to Section 30 WpÜG.
4. The total number of Constantin Shares for which the Delisting Offer has been accepted until the Reference Date, plus the shares directly held by the Bidder, as mentioned in section 2, amount to 74,470,925 Constantin Shares as of the Reference Date. This corresponds to approximately 79.56% of the share capital and voting rights of Constantin Medien.
Pratteln, 7 August 2019
Highlight Communications AG
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