Finalization of the purchase transaction of Polskie Media S.A. and the transaction of sale of RS TV S.A.

30 Aug 2013

The Management Board of Cyfrowy Polsat S.A. ('Cyfrowy Polsat', the 'Company') informs that on August 30, 2013, following the fulfillment of the conditions precedent included in the preliminary and conditional agreements for the purchase of shares in Polskie Media S.A. seated in Warsaw ('Polskie Media') concluded on March 28, 2013, between Telewizja Polsat Sp. z o.o. seated in Warsaw ('Telewizja Polsat'), subsidiary of Cyfrowy Polsat, and Karswell Limited seated in Nicosia, Cyprus and Sensor Overseas Limited seated in Nicosia, Cyprus, on which the Company informed in the current report no. 7/2013 dated March 28, 2013, Telewizja Polsat has finalized the purchase transaction of a total of 14,500,000 registered shares in Polskie Media with nominal value of PLN 10 each, comprising 100% of the share capital and giving right to 100% of the votes at the general meeting of Polskie Media for the total amount of PLN 99 million, comprising price for shares and adjustments related to enterprise value.

Polskie Media is a broadcaster of two channels distributed both in terrestrial and cable-satellite television: TV4 and TV6. An independent opinion of KPMG Advisory, prepared for the Management Board of Cyfrowy Polsat, confirmed that price terms of the transaction are fair from the point of view of Cyfrowy Polsat.

Cyfrowy Polsat Group considers the acquisition of Polskie Media a strategic step towards strengthening Telewizja Polsat's market position. This opens the possibility to increase advertising revenue based on the growing technical reach and the Group's stronger negotiations power as well as the synergies in the following areas: access and use of the programming content, technical, advertising, marketing and cross-promotion as well as back-office resources.

Moreover, the Management Board of the Company hereby informs that on August 30, 2013, the transaction of sale of 100% shares in RS TV S.A. ('RS TV') to Emitel Sp. z o.o. for PLN 45.5 million was finalized by Telewizja Polsat. The execution of the transaction followed the fulfillment of the conditions precedent included in the conditional agreement signed on March 28, 2013. These conditions included consent of the banks which are parties to Cyfrowy Polsat's loan agreement (SFA), release of all securities established on the shares and assets of the company related to the loan agreement and the issuance of Senior Notes as well as registration by court of division of RS TV.

According to Cyfrowy Polsat's loan agreement the proceeds from sale of shares in RS TV will be fully allocated to partial prepayment of the term loan incurred in March 2011, for the acquisition of Telewizja Polsat.

Legal grounds: Article 56 Section 1 point 1 of the Act on Publish Offering and conditions governing the introduction of financial instruments to the organized trading as well as public companies.

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Last updated 10/21/2014