Luxembourg, July 26, 2000 - Dealing of shares in one of Europe's major integrated broadcasting and content companies, RTL Group (RTL.L), commences on the London Stock Exchange today.
The listing follows General Meetings of Audiofina shareholders held on July 24 and July 25 during which approval for the merger of CLT-UFA and Pearson Television into Audiofina (announced on April 7, 2000) was given. The General Meetings also approved the change of Audiofina's name to RTL Group. RTL Group is also listed on the Luxembourg and Brussels stock exchanges.
Audiofina shares will now be traded on Luxembourg and Brussels Stock Exchange under the name of RTL Group.
Didier Bellens, Chief Executive Officer of RTL Group, commented:
"I am delighted that we have been able to successfully complete the merger in such a remarkably short time. RTL Group has a unique European distribution footprint across television and radio, rich content and exciting plans to develop its online activities. The London listing provides us with greater access to international capital markets and the financial flexibility to consolidate our leading position in a number of key European markets."
The RTL Group board comprises fourteen directors. The executive directors are Didier Bellens, Chief Executive Officer, Richard Eyre, Director of Strategy and Content, and Ewald Walgenbach, Chief Operating Officer.
Independent non-executive directors are: Juan Abéllo Galló (who will also be RTL Group chairman), Martin Taylor and Gaston Schwertzer. Shareholder representative non-executive directors are: André Desmarais, Gérald Frère, Siegfried Luther, John Makinson, Thomas Middelhoff, Gilles Samyn, Marjorie Scardino and Erich Schumann.
Today RTL Group also announced that Bruno Chauvat will assume the position of Managing Director of RTL Group. He will be responsible for special projects of strategic importance and will report directly to Didier Bellens.
RTL Group has also announced the appointment, with effect from August 15, 2000, of Thomas Rabe as Chief Financial Officer. He will also report directly to Didier Bellens.
RTL Group also announced the payment today of a ? 0.45 per share dividend to all shareholders excluding Pearson, as per the merger agreement.
As described in the Listing Particulars certain approvals are required for the transfer of Pearson's interests in Antena 3 to Audiofina. Pearson will take an initial 20.5 per cent stake in RTL Group, not 22 per cent as previously stated in the Listing Particulars, as it will not, until all such approvals are received, be contributing its 10 per cent stake in Antena 3 or its 5 per cent stake in Via Digital, into RTL Group. RTL Group will convene a General Meeting of shareholders at which Pearson plc will contribute its 10 per cent stake in Antena 3 and its 5 per cent stake in Via Digital at which point Pearson's shareholding in RTL Group will rise to 22 per cent.
Following listing RTL Group will have 151,901,968 issued and fully paid ordinary shares, including an initial free float of 10.5 per cent. The market capitalisation of RTL Group implied by Audiofina's closing price of ?177 on July 25, 2000 is £16.6bn ($25.2bn). The principal shareholders have stated that they aim to increase the free float of the company to not less than 15 per cent in the medium term with the intention of enabling the new Group to qualify for inclusion in the FT-SE 100 index.
The listing was sponsored by Merrill Lynch International which has been appointed Corporate Broker to RTL Group.
Ingrid M. Haas Roy Addison
phone: (00352) 42142-5020
phone: (0044) (0)20 7691 6830
Finsbury: Rupert Younger Julius Duncan
phone: (00 44) (0)20 7251 3801
Bruno Chauvat Finsbury: Katie Lang
phone: (00352) 42142-2125 phone: (0044) (0)20 7251 3801
Merrill Lynch International: Bob Wigley, Managing Director Paul Baker, Managing Director Rupert Evenett, Director
phone: (0044) (0)20 7772 1000
More information under: www.rtl-group.com
Notes to editors
Bruno Chauvat (37) started his career as a financial analyst, before becoming European media analyst with the Union des Banques Suisses (1994-1997). Since 1997, Bruno Chauvat has been Chief Executive Officer of Audiofina. He is also a board member of CLT-UFA and Groupe Jean-Claude Darmon. He holds a Masters Degree in Economics (Maîtrise de Gestion) of the Sorbonne University in Paris,
Thomas Rabe (34) joined the European Commission in 1989. In 1990 he joined Forrester Norall and Sutton (White and Case) in Brussels. Between 1993 and 1995 he was head of acquisitions at Beteiligungsgesellschaft Neue Länder, a private equity fund involving an association of private German banks. In 1996 he joined Cedel International/Clearstream International where he was appointed Chief Financial Officer in 1998.
About the RTL Group:
Following the merger of CLT-UFA and Pearson Television into RTL Group, RTL Group is:
- An integrated pan-European company with successful business operations spanning television and radio broadcasting, content and online activities.
- Through CLT-UFA, one of Europe's largest free-to-air television broadcasters with interests in 22 television channels and 18 radio stations across 11 European countries.
- A producer content, which through Pearson TV, has of over 10,000 hours of television programming a year, with a library of 17,500 viewing hours.
- A company combining rich content with strong cross promotional platforms which will enable it to build strong European online and new media presences.
- As part of the proposed listing in London, Audiofina will adopt International Accounting Standards (IAS) as its primary basis for accounting for the new Group. Under IAS, the pro-forma accounts for RTL Group for the year to December 31, 1999 show sales of ?3510m, EBITA* of ?408m and net assets of ?7319m.
*EBITA represents earnings before interest and taxes excluding the amortisation of goodwill and gain or loss arising on the sale of subsidiaries, joint ventures, associates and investments.
Bertelsmann AG, Groupe Bruxelles Lambert S.A. ("GBL"), Electrafina and Pearson plc ("Pearson"), announced on April 7, 2000 the merger of CLT-UFA, one of Europe's leading commercial television and radio broadcasters, with Pearson Television ("PTV"), one of Europe's major production companies, into Audiofina.
Bertelsmann and GBL, the two co-controlling shareholders in CLT-UFA, agreed to reorganise their interests in CLT-UFA and Audiofina. As a result, Bertelsmann, along with WAZ, the German publishing company, will have (through BWTV) an economic interest of around 37% in RTL Group, with GBL holding an economic interest of approximately 30%. Pearson will hold an economic interest of 22% and around 10.3% of the shares in RTL Group will be publicly held.
1.1 Reasons for the merger
The combination of CLT-UFA and PTV into RTL Group creates an integrated pan-European company with highly successful business operations spanning television and radio broadcasting, television production, content and online activities. This will put RTL Group in a better position to achieve stronger revenue and earnings growth, in particular:
- PTV's content will enrich the broadcast channels, enabling them to attract bigger audiences with secure flow of productions;
- CLT-UFA's broadcast channels will provide expanded routes to market for PTV's content;
- Access to one of Europe's leading broadcast networks will enable the new Group to be more innovative in developing new television genres, shows and formats;
- Combining rich content with powerful cross-promotional platforms on tv and radio will enable the company to build strong online and new media presences;
- The new Group will have the financial, management, production and broadcasting strengths to accelerate growth, both organically and through acquisition, in its existing European markets and break into new markets worldwide.
Listed on the Luxembourg and Brussels Stock Exchanges, Audiofina (AUFI.LX/AUFI.BB) currently controls 50% of CLT-UFA. In addition, it holds a 28% interest in Groupe Jean-Claude Darmon, the Paris-listed sports rights marketing group. At December 31, 1999, Audiofina had net cash balances of ?794m.
CLT-UFA's major business operations are in free-to-air broadcasting, content production and radio broadcasting. In 1999, it generated earnings before interest and taxes of ?366m (including associates) on sales of ?3.211 billion (excluding exceptional items.)
3.1 Free-to-Air Broadcasting
CLT-UFA has interests in 22 television channels and 18 radio stations in 11 European countries. In both reach and revenue terms, it is the largest commercial television broadcaster in Europe in terms of size, number of television stations and number of countries.
In Germany, it owns RTL TV, holds a 99.7% stake in VOX and also has stakes in RTL II (35.9%) and the children's channel, Super RTL (50%.)
In the UK, it owns a 37% stake in Channel 5, the UK's fastest growing terrestrial channel.
In France, it owns a 42% stake in the M6 Group. M6 operates thematic channels and owns 25% of the pay tv channel, TPS. Outside of the M6 Group, CLT-UFA has a stake in RTL 9 (35%), a general family entertainment broadcaster, broadcasting to terrestrial viewers and cable viewers, and TMC (23.8%), Monte Carlo's family channel.
In the Netherlands, it owns HMG Group, operating RTL 4, a general entertainment channel, RTL 5, a specialist news channel and Veronica, which is aimed at teenagers and young adults. In Belgium, it has stakes in RTL TVI (66%), a leading French speaking channel and Club RTL (66%), a themed channel aimed at the youth market.
It also owns RTL Télé Lëtzebuerg in Luxembourg, RTL 7 in Poland and has a 49% stake in RTL Klub in Hungary. It also owns a 5% stake in Premiere, the German pay-tv channel.
3.2 Content and Rights Ownership
CLT-UFA is one of Europe's leading private radio broadcasters, owning stakes in 18 radio stations in 8 countries across Europe.
In Germany, it owns stakes in one special interest station and six regional stations covering Berlin, Hamburg, Cologne and Bavaria.
In France, it owns RTL, a general interest radio station. RTL 2 has an adult and soft rock format and Fun Radio has a "groove and dance" musical format.
It also owns stakes in radio stations in the UK (80%), Luxembourg (100%), two stations in Belgium (43% and 35%), one in the Netherlands (100%), two stations in Sweden (49% and 100%) and one in Austria (26%).
Pearson Television produces some of the world's best known entertainment programming watched in numerous countries around the globe by millions of viewers daily. It has some 160 programmes in production in 35 countries providing over 10,000 hours of programming to broadcasters every year. It owns one of the world's largest libraries of game show formats. It is a producer of serial dramas, situation comedies, children's animation and action adventures. Its internationally recognised brands include Baywatch, The Bill, Gute Zeiten, Schlechte Zeiten, Verbotene Liebe, Unter Uns, Hinter Gittern, The Price is Right, Family Feud and Neighbours.
It also owns a 29% stake in the UK's Channel 5, a 20% stake in UKTV in Australia and a 7% stake in Uproar.com, an online games website. Pearson Television also runs a transmission business, which transmits over 50 channels in the UK, including the Flextech channels and the Discovery channels.