DGAP-Adhoc: DEAG Deutsche Entertainment Aktiengesellschaft

DEAG Deutsche Entertainment Aktiengesellschaft / Key word(s): Capital Increase/Miscellaneous 08.05.2014 14:02 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc announcement in accordance with § 15 WpHG (German Securities Trading Act) DEAG decides on capital increase with acquisition right in respect of up to 2.73 million new shares/ Subscription price of EUR 4.90 per share/ Intention to acquire majority stake in British promoter KILIMANJARO LIVE and finance further growth NOT FOR DISTRIBUTION, PUBLICATION OR TRANMISSION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA Berlin, May 8, 2014 - The Executive Board of DEAG Deutsche Entertainment AG ("DEAG"), Berlin (ISIN DE000A0Z23G6, Security Identification Number WKN A0Z23G) has decided today, with the approval of the Supervisory Board, on a cash capital increase with subscription rights. Based on the authorization of the Annual Meeting of DEAG of June 28, 2011, the share capital of the company is to be increased with a partial use of the authorized capital from EUR 13,627,881.00 by up to EUR 2,725,453.00 to up to EUR 16,353,334.00 by issuing up to 2,725,453 new no par value bearer shares with an arithmetic share in the share capital of EUR 1.00 per share (the "New Shares") against cash contributions. The New Shares will be entitled to a share in the profits from January 1, 2014 onwards. The New Shares are to be taken over by Hauck & Aufhäuser Privatbankiers KGaA, Frankfurt am Main, with the obligation to offer them to the shareholders of DEAG by way of an indirect subscription right in the ratio of 5:1, i.e. fife existing shares of the company entitle to the acquisition of one New Share. The subscription price amounts to EUR 4.90 per share. DEAG intends to use the influx of funds from the capital increase to finance the planned acquisition of the majority in the British concert, tour and festival promoter KILIMANJARO LIVE (see below) and to finance the further growth of the DEAG Group. The subscription period for the New Shares will probably commence on May 12, 2014 and will probably end on May 26, 2014, at 12:00 a.m. (noon). The subscription rights (ISIN DE000A11Q1U4/ Securities Identification Number WKN A11 Q1U) for the New Shares will be traded on the regulated market of the Frankfurt Stock Exchange during the period from May 12, 2014 to May 22, 2014 (including each date). New Shares, which have not been subscribed to by the expiration of the subscription period, will be offered for acquisition within the framework of a private placement to qualified investors in the Federal Republic of Germany and in selected other jurisdictions outside the United States of America in accordance with Regulation S of the U.S. Securities Act 1933 as amended as well as outside Canada, Japan and Australia. The placement price will correspond at least to the subscription price. DEAG is in very advanced negotiations for the acquisition of a stake of 51 %in the British concert, tour and festival promoter KILIMANJARO LIVE and its subsidiary TWIN PEAKS Ltd. The acquisition is to be made through the subsidiary DEAG Concerts GmbH today or within the next coming days. The acquisition will constitute a significant milestone in the international expansion strategy of DEAG. As a result of the majority acquisition of KILIMANJARO LIVE, the sales revenues generated in Great-Britain will probably almost double. In the same way the annual ticket volume marketed by the DEAG Group will probably increase by approximately another 700,000 tickets. The DEAG Group hence further expands its already very good market position in Great-Britain, where it is present through Raymond Gubbay Ltd. Furthermore, DEAG anticipates clear synergy effects in terms of artist marketing, concert acquisition and international presence as a result of the cooperation of KILIMANJARO LIVE with Raymond Gubbay Ltd. - particularly strong in the classical music segment - and its other international group companies - with strengths in the Rock/Pop segment. The existing shareholder and CEO of KILIMANJARO LIVE, the well-known promoter Stuart Galbraith, is to continue to be in charge of the business and contribute, in addition, his expert knowledge to accompany the international growth strategy of the DEAG Group. KILIMANJARO LIVE promotes and produces large music festivals like "Sonisphere", a European series of festivals with a focus on Rock and Hard Rock, whose concerts will take place in Germany, Great-Britain, Italy, Norway, Finland, Switzerland and Poland in 2014. Bands such as Metallica, Iron Maiden, Limp Bizkit and The Prodigy will perform in front of an audience of probably more than 300,000. Apart from the festival activities, KILIMANJARO LIVE stages around 350 events a year with international stars in Great-Britain. This includes concerts by Peter Gabriel, Ed Sheeran, Nitro Circus Live and Andrea Bocelli. Galbraith and his team have worked with many stars since their early beginnings, such as Red Hot Chili Peppers and Simply Red. Note: DEAG will hold a conference call for analysts and financial journalists today (Thursday) at 4:00 p.m. for additional information on capital increase and further strategy. Interested parties may obtain the necessary access information via edicto GmbH by phone +49-69-905505-50 or by email deag@edicto.de. This publication does not constitute an offer to sell or invitation to buy or subscribe to securities. The offer is made exclusively through and on the basis of a securities prospectus to be published and to be deposited with the German Financial Supervisory Authority (BaFin). The securities prospectus is the only document that contains the information for investors necessary in accordance with the statutory provisions. The securities prospectus will probably be approved by BaFin on May 8, 2014 and published on the website of DEAG under www.deag.de in the Investor Relations section and can be obtained free of charge during the usual business hours at the issuer (Potsdamer Straße 58, 10785 Berlin). The complete offer for subscription will probably be published in the Federal Gazette Bundesanzeiger on May 9, 2014. This publication does not constitute an offer to sell securities or an invitation to submit an offer to buy securities in the United States of America. Securities may only be sold or offered for purchasing in the United States of American subject to prior registration in accordance with the provisions of the US Securities Act of 1933, as amended or without prior registration only subject to an exemption. The shares of DEAG are not and will not be registered in accordance with the provisions of the US Securities Act of 1933, as amended and will not be sold or offered for purchasing in the United States of America. DEAG Deutsche Entertainment AG The Executive Board Contact for further information: Axel Mühlhaus edicto GmbH Tel: +49-69-90 550 552 E-Mail: deag@edicto.de About DEAG: DEAG Deutsche Entertainment AG is a leading provider of live entertainment and the largest promoter of high-margin classical music events in Europe. With affiliated companies in Germany, the United Kingdom, Switzerland and Austria, DEAG stages more than 1,500 events per year in the fields of Rock/Pop, Classical Music, German Hit Songs & Middle-of-the-Road Music as well as Family Entertainment and sells more than 3.5 million tickets. As an integrated Entertainment Content Company DEAG covers the entire value chain within the framework of its 360 degree approach. The shares of DEAG (ISIN DE000A0Z23G6) are listed in the Prime Standard of the Frankfurt Stock Exchange. 08.05.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: DEAG Deutsche Entertainment Aktiengesellschaft Potsdamer Straße 58 10785 Berlin Germany Phone: +49-30-810 75-0 Fax: +49-30-810 75-519 E-mail: deag@edicto.de Internet: www.deag.de ISIN: DE000A0Z23G6 WKN: A0Z23G Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------