DGAP-Adhoc: Constantin Medien AG: Intended transaction with

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DGAP-Adhoc: Constantin Medien AG: Intended transaction with Sky Deutschland Fernsehen GmbH & Co. KG will not be executed - capital increase planned

Constantin Medien AG / Key word(s): Strategic Company Decision 19.05.2014 08:23 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 according to Sec. 15 of the German Securities Trading Act (WpHG) Keyword: Strategic Company Decision Constantin Medien AG: Intended transaction with Sky Deutschland Fernsehen GmbH & Co. KG will not be executed - capital increase planned Ismaning, May 19, 2014 - Constantin Medien AG has today decided not to continue the negotiations with Sky Deutschland Fernsehen GmbH & Co. KG in connection with the transaction agreed on December 5, 2013. The agreement provided the sale of 100 percent of the shares of PLAZAMEDIA GmbH TV- und Film-Produktion (including its subsidiaries in Austria and Switzerland) as well as the sale of 25.1 percent each of the shares of Sport1 GmbH and Constantin Sport Marketing GmbH. The transaction was subject, among others, to the conclusion of a new multi-year production framework contract between Sport1 GmbH and PLAZAMEDIA GmbH TV- und Film-Produktion. But no agreement has been reached on this arrangement. This development leads to a change of the financial targets of the Constantin Medien Group for the financial year 2014. The continuation of the activities of PLAZAMEDIA GmbH TV- und Film-Produktion and its subsidiaries under the umbrella of Constantin Medien AG on the one hand leads to an increase in sales of the Constantin Medien Group and simultaneously to the loss of the other income from the deconsolidation of the PLAZAMEDIA companies. Thus, the Management Board now assumes Group sales of between EUR 460 million and EUR 500 million (previously: EUR 420 million and EUR 460 million). The Management Board is expecting Group earnings attributable to shareholders of between EUR -13 million and EUR -15 million (previously: EUR +13 million and EUR +15 million). In addition, the Management Board of Constantin Medien AG is planning measures to refinance the corporate bond 2010/2015. On the one hand, the Management Board of Constantin Medien AG intends to perform, in agreement with the Supervisory Board and using part of the Authorized Capital 2013/I, a capital increase against cash contributions excluding subscription right of the shareholders pursuant to § 186 para. 3 sentence 4 German Stock Companies Act (Aktiengesetz). For this purpose, selected investors will be addressed. It is planned to increase the share capital of Constantin Medien AG of EUR 85,130,780.00 through the issuance of new bearer shares of up to 10 percent of the share capital with a calculated proportion of the share capital of EUR 1.00 per share. The Management Board and the Supervisory Board of Constantin Medien AG decide on the execution of the capital increase, if the other parameters of this capital increase, in particular the issue price, have been determined. Moreover, a further loan agreement totaling CHF 14 million and EUR 4.5 million will be concluded with a private investor in addition to the existing loan amounting to approximately EUR 17.5 million. The new loans will have a term up to June 30, 2016; the interest rate will be 5.0 percent p.a. as before. The non-conclusion of the intended transaction with Sky Deutschland Fernsehen GmbH & Co. KG requires adjustments to the consolidated interim financial statements of Constantin Medien AG as of March 31, 2014. Therefore, the publication of the consolidated interim financial statements scheduled for May 20, 2014 will be postponed to May 23, 2014. About Constantin Medien AG: ISIN: DE0009147207, DE000A1EWS01, DE000A1R07C3 WKN: 914720, A1EWS0, A1R07C Listed: Regulated Market (Prime Standard) in Frankfurt, Regulated unofficial market of Frankfurt stock exchange, Regulated unofficial market Berlin, Duesseldorf, Hamburg, Munich, Stuttgart Contact PR: Constantin Medien AG, Sabine Lais, Phone: +49 (0) 89 99 500 461, Fax: +49 (0) 89 99 500 466 Frank Elsner Kommunikation für Unternehmen GmbH, Phone: +49 (0) 5404 91 92 0, Fax: +49 (0) 5404 91 92 29 Contact IR: Constantin Medien AG, Dr Peter Braunhofer, Phone: +49 (0) 89 99 500 436, Fax: +49 (0) 89 99 500 433 Constantin Medien AG Muenchener Strasse 101g, 85737 Ismaning, Registered Office: Ismaning Phone: +49 (0) 89 99 500 0, Fax: +49 (0) 89 99 500 111 19.05.2014 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: Constantin Medien AG Münchener Straße 101 g 85737 Ismaning Germany Phone: 089 / 99500-436 Fax: 089 / 99500-433 E-mail: ir@constantin-medien.de Internet: http://www.constantin-medien.de ISIN: DE0009147207, DE000A0GQKR4, DE000A1R07C3 WKN: 914720, A0GQKR, A1R07C Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------

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