TDE.L Regulatory News (TDE)

10 Nov 2005 16:56

Telefonica SA10 November 2005 Not for release, publication or distribution in the United States of America,Australia, Canada or Japan Press release Hilversum, November 10, 2005 Endemol N.V. seeks Initial Public Offering ("IPO") and listing on Euronext Amsterdam • The IPO will increase visibility of Endemol's business through public valuation • The IPO will increase ability to align management objectives with company strategy and will provide key staff with appropriate incentives to deliver shareholder value • The IPO comprises a global offering of a minority part of the existing ordinary shares to be sold by Endemol Investment B.V. (no issue of new shares) to institutional investors • The offer price is expected to be in the range of EUR 8.80 - EUR 12.80 per share • The subscription period for the offering (which is open to institutional investors only) has opened on 10 November 2005; Trading is expected to commence on or about 22 November 2005 Endemol N.V. ("Endemol" or the "Company"), a global leader in television andother audiovisual entertainment, announced today that application has been madefor all 125,000,000 existing ordinary shares of Endemol N.V. to be listed onEuronext Amsterdam. The global offering to institutional investors will be madeat an offer price to be expected in the range of EUR 8.80 - EUR 12.80 perordinary share. A minority part of the existing ordinary shares will be offered only toinstitutional investors during a subscription period that has opened on 10November 2005 and will close on or about 21 November 2005. Trading of the shareson Eurolist by Euronext Amsterdam N.V. ("Eurolist by Euronext") is expected tocommence on or about 22 November 2005. A prospectus will be available to thepublic in due course. The subscription period and therefore the expectedtimetable for the offering are subject to acceleration or extension at theCompany's discretion. The proceeds of the sale of the shares will fully accrue to the sellingshareholder, Endemol Investment B.V., 99.7% indirectly owned by Telefonica S.A.The exact number of existing ordinary shares offered by the selling shareholderwill be determined by the end of the book-building process which is expected tobe on or about 21 November 2005 and will be announced in a press release and inan advertisement in the daily official list of Euronext Amsterdam and in anational newspaper. After the listing and share offering, Telefonica willmaintain indirect control over Endemol. Joaquim Agut Bonfills, CEO of Endemol: "We are very pleased with the anticipated listing, which constitutes animportant step for Endemol as a global entertainment company. This is the resultof hard work by our employees worldwide. The anticipated listing will increasethe visibility of our business and enhance the ability to align managementobjectives with company strategy." Company overview, products, strategy and objectives. Endemol is a global leader, developer and producer of television and otheraudiovisual entertainment formats. It creates premium entertainment ideas andsells them to the world's leading broadcasters. The Company produces shows basedon such ideas to high standards, creating hits with strong brand value.Subsequently, it exploits the value of its brands across other media andcommunication platforms, including, for example, mobile phones and the Internet. Among Endemol's most successful formats are Big Brother, Fear factor and Deal orNo Deal. Big Brother, first aired six years ago, has been produced in 36countries and has been constantly rejuvenated, providing an important base forexploitation on other platforms. Fear factor, developed by Endemol USA from anexisting Dutch Endemol format, has become a very successful prime-time networkreality show in the United States. Deal or No Deal has emerged as one of themost popular game shows in the world and has been produced in 26 countries.Other well known Endemol produced formats include Extreme Makeover: HomeEdition, Operacion Triunfo, Call TV (with all of its local variants), ChangingRooms, Ready Steady Cook, Domino Day, 1 vs. 100, Vivere and Cento Vetrine. Endemol is active in three business areas: non-scripted television, whichaccounted for 78.7% of its turnover in 2004; scripted television, whichaccounted for 12.3% of its turnover in 2004; and digital media, which accountedfor 9.0% of its turnover in 2004. Endemol leverages on its key competitive strengths to sustain and improve itsleadership position: creativity and intellectual property; production expertise;global network and presence; entrepreneurial management supported by stronginternal structures and processes; strong market relationships across a varietyof countries and platforms; and a solid track record and market leadership. As a consequence of the corporate reorganisation that took place prior to theoffering, the French Endemol business has been separated from the rest of theCompany and will not be part of the listed Endemol N.V. However, the existingoperational and creative relationships between the French Endemol business andEndemol N.V. will remain in place. Endemol Key Figures(EUR in millions) Year ended 31 December Nine months ended 30 September 2002 2003 2004 2004 2004* 2005 (Dutch (Dutch (Dutch GAAP) GAAP) GAAP) (IFRS) (IFRS) (IFRS)Net Turnover 708.4 739.7 850.9 850.9 585.8 615.8EBITDA 89.7 127.2 139.1 132.4 102.1 111.3Operating Result 67.7 107.7 116.5 117.2 92.8 99.8Net Income Attributable to Shareholders 36.0 63.1 61.9 64.5 52.0 59.8Net Financial Debt / (Cash) 129.0 63.9 8.7 11.8 (14.3) 83.8Capital Expenditure 14.8 12.0 15.2 15.2 10.7 7.1 * Unaudited Management The Management Board of Endemol is headed by Joaquim Agut Bonsfills (Chairmanand Chief Executive Officer), who has joined the Endemol Group in February 2004.The other members of the Management Board are Peter Bazalgette (Chief CreativeOfficer) and Tom Barnicoat (Chief Operating Officer). The Supervisory Board comprises Santiago Fernandez Valbuena, Luis Badia Almiralland Gert Smit. Listing and global offering details Application has been made for all existing 125,000,000 ordinary shares ofEndemol, with a nominal value each of EUR 0.10, to be listed on Eurolist byEuronext. A minority part of the existing ordinary shares (including over-allotmentoption) will only be offered to institutional investors outside the UnitedStates, Canada, Japan and Australia in reliance on Regulation S and to qualifiedinstitutional buyers within the United States in reliance on Rule 144A. Endemolis a 99.7% indirect subsidiary of Telefonica S.A. ("Telefonica"), throughEndemol Holding N.V. and Endemol Investment B.V., the selling shareholder. In accordance with market practice, the Company and the selling shareholder haveentered into a lock-up agreement for the 180 day period following the completionof the offering. In connection with the offering, the selling shareholder will grant to themanagers in the offering, an over-allotment option to purchase additional sharesrepresenting 12% of the number of shares to be offered exercisable in whole orin part(s) within 30 days of the date of commencement of trading. The subscription period for the shares has opened on 10 November 2005 and willclose on or about 21 November 2005 as of 5.00 p.m. CET. The offer price will bedetermined on the basis of the book-building process. The offer price and theexact number of shares offered will be announced in a press release and in anadvertisement in the daily official list of Euronext Amsterdam and in a national newspaper following the termination of the subscription period which isexpected to be on or about 21 November 2005 . The first day of trading isexpected to be on or about 22 November 2005 (Eurolist by Euronext symbol: EML).The subscription period and therefore the expected timetable for the offeringare subject to acceleration or extension at the Company's discretion. Endemol N.V. will not receive any of the proceeds from the sale of the shares. A prospectus prepared pursuant to the prospectus directive will be madeavailable in due course, which, when made available, can be obtained in hardcopy at the following offices: Endemol N.V. Merrill Lynch International ABN AMRO Bank N.V.Bergweg 70 Merrill Lynch Financial Centre Service Desk MF 70201217 SC Hilversum Equity Capital Markets Kemelstede 2The Netherlands 2 King Edward Street 4817 ST BredaFacsimile:+31 35 5399960 London EC1A 1HQ The NetherlandsE-mail: United Kingdom Facsimile: +31 76 579 96 43prospectus@endemol.com Facsimile: +44 20 7995 2516 E-mail: so.servicedesk.c& cc@nl.abnamro.com An electronic version of the prospectus will be made available in due course toresidents of the Netherlands only at: www.euronext.com. The availability of theprospectus will be announced in a press release and in an advertisement in thedaily official list of Euronext Amsterdam and in a national newspaper. As this is a share offering to institutional investors, please note that retailinvestors will not be able to subscribe for the offered existing ordinaryshares, but will be able to buy shares as of the first day of trading onEurolist by Euronext Amsterdam, which is expected to be on or about 22 November2005. Merrill Lynch International will be the Global Coordinator and Lead Bookrunnerof the offering. The Company has also appointed ABN AMRO Rothschild and CreditSuisse First Boston (Europe) Limited as Joint Bookrunners of the offering. BancoBilbao Vizcaya Argentaria, S.A., ING Bank N.V., Lehman Brothers International(Europe) and Mediobanca - Banca di Credito Finanziario S.p.A. ("Mediobanca") arethe Co-Lead Managers in connection with the offering. _______________ For more information: Endemol Holding, Jeroen van Waardenberg, tel. +31 (0)35 53 994 16. ABOUT ENDEMOL Endemol is a global leader in television and other audiovisual entertainment.The Company creates premium entertainment ideas and sells them to the world'sleading broadcasters. Endemol then produces shows based on such ideas to highstandards, creating hits with strong brand value. Subsequently, the Companyexploits the value of its brands across other media and communicationsplatforms, including, for example, mobile phones and the Internet. Endemol, with its head office in Hilversum, the Netherlands, now hassubsidiaries and joint ventures in 22 countries, including the United Kingdom,the United States, Spain, Italy, Germany and the Netherlands, as well as inLatin America, South Africa and Australia. Since the summer of 2000 Endemol has been part of the Telefonica group.Telefonica is one of the largest telecommunication operators in the world interms of market capitalisation. Its activities are centered mainly on the fixedand mobile telephony businesses with broadband as the key tool for thedevelopment of both of these. Telefonica has a significant presence in 17countries and a customer base that amounts to more than 145 million accesses. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE OR FORM ANY PART OF ANYOFFER OR INVITATION TO SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, OR ANYSOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SECURITIES INCLUDING INTHE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN. THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THEUNITED STATES, AUSTRALIA, CANADA, OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYCOPY OF IT MAY BE TAKEN OR DISTRIBUTED OR PUBLISHED, DIRECTLY OR INDIRECTLY, INTHE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOTINTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTOTHE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED ORSOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED (THE "SECURITIES ACT") OR AN EXEMPTION FROM REGISTRATION. THESECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE SOREGISTERED. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES,AUSTRALIA, CANADA, OR JAPAN. THIS PRESS RELEASE IS ONLY DIRECTED, AND ANY OFFERING WILL ONLY BE DIRECTED, TOINSTITUTIONAL INVESTORS. THIS PRESS RELEASE MAY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS" WHICHINCLUDES ALL STATEMENTS THAT DO NOT RELATE SOLELY TO HISTORICAL OR CURRENTFACTS. ALL "FORWARD-LOOKING STATEMENTS" RELY ON A NUMBER OF ASSUMPTIONSCONCERNING FUTURE EVENTS AND ARE SUBJECT TO A NUMBER OF UNCERTAINTIES AND OTHERFACTORS, MANY OF WHICH ARE OUTSIDE OUR CONTROL THAT COULD CAUSE ACTUAL RESULTSTO DIFFER MATERIALLY FROM SUCH STATEMENTS. WE UNDERTAKE NO OBLIGATION TOPUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OFNEW INFORMATON, FUTURE EVENTS OR OTHERWISE. THIS PRESS RELEASE MAY NOT BEDISTRIBUTED, PUBLISHED OR REPRODUCED IN WHOLE OR IN PART TO UNITED STATESPERSONS OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA. THIS DOCUMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS FOR THE PURPOSES OFAPPLICABLE MEASURES IMPLEMENTING DIRECTIVE 2003/71/EC (THE "PROSPECTUSDIRECTIVE"). A PROSPECTUS PREPARED PURSUANT TO THE PROSPECTUS DIRECTIVE WILL BEMADE AVAILABLE IN DUE COURSE, WHICH, WHEN MADE AVAILABLE, CAN BE OBTAINED INHARD COPY AT THE OFFICES OF THE COMPANY (ENDEMOL N.V., BERGWEG 70, 1217 SCHILVERSUM, THE NETHERLANDS, FACSIMILE: +31 35 5399960, E-mail:prospectus@endemol.com), AT MERRILL LYNCH (MERRILL LYNCH FINANCIAL CENTRE,EQUITY CAPITAL MARKETS, 2 KING EDWARD STREET, LONDON EC1A1HQ, UNITED KINGDOM,FACSIMILE: +44 20 7995 2516) AND AT ABN AMRO BANK N.V. (SERVICE DESK MF 7020,KEMELSTEDE 2, 4817 ST BREDA, THE NETHERLANDS, FACSIMILE: +31 76 579 96 43,E-mail: so.servicedesk.c&cc@nl.abnamro.com). THE PROSPECTUS WILL BE MADEAVAILABLE TO DUTCH RESIDENTS ONLY ON THE WEBSITE OF EURONEXT (WWW.EURONEXT.COM). This information is provided by RNS The company news service from the London Stock Exchange