Bertelsmann is considering reducing its shareholding in RTL Group while retaining a qualified majority

Bertelsmann announces preliminary figures for 2012

19-2-2013 — /europawire.eu/ — The international media company Bertelsmann has informed the Board of Directors of RTL Group that it is considering reducing its shareholding in RTL Group through a capital market transaction. Potential proceeds could be reinvested in new strategic growth businesses in a flexible way and thus support Bertelsmann’s growth strategy.

In the process of executing its new corporate strategy, Bertelsmann is currently considering various options to finance its growth ambitions: one of them is to add further shareholders at subsidiary level while still retaining a clear leadership position. In any case Bertelsmann will retain a qualified majority shareholding of approximately 75 per cent in RTL Group as Bertelsmann remains convinced of the highly attractive and positive long-term outlook for the free to air television and TV production businesses. As Bertelsmann’s largest division, RTL Group significantly contributes to Bertelsmann’s cash-flow and presents attractive growth and business opportunities. Bertelsmann is the majority shareholder of RTL Group, currently holding 92.3 per cent of the voting rights.

Thomas Rabe, Chairman & CEO of Bertelsmann, stated: “RTL Group is and will remain a successful core business for Bertelsmann, and a strong pillar of our portfolio. Bertelsmann will also support the strategic development of RTL Group. In case of a reduction of our shareholding in RTL Group, the proceeds are to be used to implement the Bertelsmann corporate strategy with its four key strategic objectives strengthening the core business, digital transformation, expansion of growth platforms and entering growth regions. The objective is to make Bertelsmann a faster-growing, more digital and more international company in the years ahead.”

The Supervisory Board of Bertelsmann has in principle approved a potential reduction of shares in RTL Group and has authorised the Executive Board to consider respective measures and – under certain conditions – initiate them if and when appropriate. Bertelsmann’s Executive Board has not made a final decision yet on whether or not any part of its shareholding in RTL Group shall be offered.

Moreover, RTL Group will review options to increase the efficiency of its capital structure such as a potential payment of an extraordinary dividend. A potential reduction of Bertelsmann’s shareholdings would significantly increase the free float and liquidity of RTL Group shares.

RTL Group shares are publicly traded on the Luxembourg and Brussels stock exchanges. RTL Group is Europe’s leading entertainment network with an excellent operational track record in recent years and a proven digital business model. The company has participations in 54 TV channels and a globally leading TV production footprint.

Bertelsmann announces preliminary figures for 2012

On the basis of preliminary and unaudited figures, Bertelsmann has increased its Group revenues to around €16 billion (previous year: €15.4 billion) in the 2012 fiscal year. Growth amounted to around five percent, about three percent of it organic. At €1.7 billion, operating EBIT matched the previous year’s high level. This includes investments and scheduled start-up losses for digitization projects and new businesses. The Group’s Return on Sales once again exceeded the 10-percent mark.

Net financial debt at the end of the year was down to €1.2 billion (December 31, 2011: €1.8 billion) thanks to the high level of funds released from operations. This resulted in a good ratio compared to operating EBITDA which, like the previous year, totaled approx. €2.2 billion.

Based on the preliminary figures, a dividend of 15 percent of par value (previous year: 15 percent) is expected for Bertelsmann Profit Participation Certificate 2001 (ISIN DE0005229942). The payout on Profit Participation Certificate 1992 (ISIN DE0005229900) is expected to be 6 to 8 percent of par value (previous year: 7.37 percent). The payout for both participation certificates is scheduled for May 2013.

The figures cited here are preliminary, unaudited figures. The full and audited annual financial statement will be published on March 26, 2013.

About Bertelsmann

Bertelsmann is an international media company whose core divisions encompass television (RTL Group), book publishing (Random House), magazine publishing (Gruner + Jahr), services (Arvato), and printing (Be Printers) in some 50 countries. In 2011, the company’s businesses, with their more than 100,000 employees, generated revenues of €15.3 billion. Bertelsmann stands for a combination of creativity and entrepreneurship that empowers the creation of first-rate media, communications, and service offerings to inspire people around the world and to provide innovative solutions for customers.

Press inquiries:

Bertelsmann SE & Co. KGaA

Andreas Grafemeyer

Senior Vice President Media Relations

Phone: +49 – 52 41 / 80 24 66

andreas.grafemeyer@bertelsmann.de

Investor inquiries:

Bertelsmann SE & Co. KGaA

Roger Schweitzer

Corporate Treasury and Finance

Phone: +49 (0) 52 41 – 80 22 49

roger.schweitzer@bertelsmann.de

This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”), and may not be offered or sold in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither RTL Group nor Bertelsmann intends to register any securities referred to herein in the United States.

Any potential offer will be made exclusively through and on the basis of a published prospectus. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

The information contained herein is not for publication or distribution in or into the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction in which publication would be prohibited by applicable law.

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