Bertelsmann to Reduce share in RTL via Secondary Public Offering

Luxembourg, April 4, 2013 – German media group Bertelsmann has confirmed plans to cut its stake in RTL Group by selling shares on the stock exchange.Bertelsmann said even if it reduces its shareholding in RTL Group, it will maintain a qualified majority of at least 75 percent.

RTL said it intends to apply for listing of its shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange, in addition to the existing listings on the Luxembourg Stock Exchange and Euronext Brussels.

The first day of trading for the offered shares is expected before the summer break.

The reduction of Bertelsmann’s shareholding is expected to significantly increase the free float of RTL shares.

RTL shares are expected to be offered to private and institutional investors in Germany and Luxembourg. Outside of these countries, it is intended to offer shares to institutional investors via private placements.

Bertelsmann is the majority shareholder of RTL Group, currently holding 92.3 percent of the voting rights. Bertelsmann would maintain a qualified majority shareholding of at least 75 percent in RTL Group as Bertelsmann remains convinced of the highly attractive and positive long-term outlook for RTL Group’s free-to-air TV and radio broadcasting as well as TV production businesses.

RTL said it will not raise new capital in connection with the public offering and will not receive any of the proceeds from it.

In a joint statement from Anke Schäferkordt and Guillaume de Posch, co-chief executive officers of the RTL Group, they said the Group’s high levels of profit and cash flows have repeatedly demonstrated the Group’s very attractive business, generating value for our shareholders.

“Bertelsmann is and will remain the majority shareholder in RTL Group – and will continue to support the strategic development of our business. The reduction of Bertelsmann’s shareholding would significantly increase the free float of RTL Group shares, enabling a more diverse ownership base to share in our success,” they said.

RTL Group is the leading European entertainment network with a diversified footprint, including interests in 53 television channels and 28 radio stations in ten countries. RTL Group’s content production arm, FremantleMedia, is one of the largest international entertainment producers outside the United States.