Registered with the Commercial Registry of Lisbon, holder of tax payer number: (Offeror)

Transcription

1 MEO - Serviços de Telecomunicações e Multimédia, S.A. Registered Office: Avenida Fontes Pereira de Melo, 40, Lisbon Share capital: 230,000, Registered with the Commercial Registry of Lisbon, holder of tax payer number: (Offeror) AMENDMENT TO THE PRELIMINARY ANNOUNCEMENT OF A GENERAL AND MANDATORY TENDER OFFER FOR THE SHARES REPRESENTING THE SHARE CAPITAL OF GRUPO MEDIA CAPITAL, SGPS, S.A. MEO - Serviços de Telecomunicações e Multimédia, S.A., in its capacity of Offeror, upon request from the Portuguese Securities Market Commission ( CMVM ), hereby amends subparagraphs b) and c) of paragraph 11 of the Preliminary Announcement of a General and Mandatory Tender Offer for the shares representing the share capital of Grupo Media Capital, SGPS, S.A., disclosed on 14 July 2017 ( Preliminary Announcement ), which has been previously amended on 20 July The amended Preliminary Announcement is attached hereto, for the applicable legal purposes. Lisbon, 22 August 2017

2 MEO - Serviços de Telecomunicações e Multimédia, S.A. Registered Office: Avenida Fontes Pereira de Melo, 40, Lisbon Share capital: 230,000, Registered with the Commercial Registry of Lisbon, holder of tax payer number: (Offeror) PRELIMINARY ANNOUNCEMENT OF A GENERAL AND MANDATORY TENDER OFFER FOR THE SHARES REPRESENTING THE SHARE CAPITAL OF GRUPO MEDIA CAPITAL, SGPS, S.A. Further to the execution, on the 13th of July 2017 after market closure in Portugal, of a share purchase agreement with Promotora de Informaciones, S.A. ( PRISA ) for the acquisition of shares representing 100% of the share capital of Vertix, SGPS, S.A. ( Vertix ), which holds shares representing 94.69% (ninety four point sixty nine per cent) of the voting rights in Grupo Media Capital, SGPS, S.A. ( SPA ), subject, among other conditions, to the clearance from the Portuguese competition authority (Autoridade da Concorrência), or any other antitrust authority competent to assess the concentration operation in question, if required by the applicable law ( Antitrust Authority ), MEO - Serviços de Telecomunicações e Multimédia, S.A. hereby makes public the decision to, in accordance with Articles 175, 176 and 187 of the Portuguese Securities Code ( PSC ), launch a general and mandatory tender offer for the acquisition of all the shares representing the share capital of Grupo Media Capital, SGPS, S.A. ( Offer ), subject to the conditions set forth in this Preliminary Announcement and the remaining Offer documents: 1. The Offeror is MEO - Serviços de Telecomunicações e Multimédia, S.A., a public limited company, with registered office at Avenida Fontes Pereira de Melo, 40, Lisbon, registered at the Commercial Registry of Lisbon, holder of the commercial registry and taxpayer number and with a share capital totally subscribed and paid-up of 230,000, (two hundred and thirty million euros). 2. The Target Company is Grupo Media Capital, SGPS, S.A., a public company (sociedade aberta), with registered office at Rua Mário Castelhano, 40, Queluz de Baixo, Barcarena, registered at the Commercial Registry of Cascais, holder of the commercial registry and taxpayer number and with a share capital totally subscribed and paid-up of 89,583, (eighty nine million five hundred eighty three thousand nine hundred seventy euros and eighty cents). 3. The Offer is general and mandatory under Article 187 of the PSC, as a consequence of the Offeror having, on this date, entered into the SPA. By entering into the SPA, the Offeror became attributed, pursuant to Articles 20(1)(h) and 20(1)(b) of the PSC, with 94.69% (ninety four point sixty nine per cent) of the voting rights of the Target Company, attached to (eighty million twenty seven thousand six hundred and seven) Shares representing 94.69% (ninety four point sixty nine per cent) of its share capital, thus crossing the one half threshold foreseen in Article 187(1) of the PSC. 1/7

3 The voting rights held by the Offeror in the Target Company are further attributed, on the present date, pursuant to Article 20(1)(b) of the PSC, to PT Portugal, SGPS, S.A., which holds 100% of the voting rights in the Offeror, which, by its turn, is controlled by Altice Portugal, S.A., which holds 100% of the respective voting rights, the latter being indirectly controlled by Altice N.V., which indirectly holds 100% of the respective voting rights (together, Altice ). 4. The object of the Offer comprises all the 84,513,180 (eighty four million five hundred thirteen thousand one hundred eighty) ordinary, book-entry and nominative shares, with a nominal value of 1.06 (one euro and six cents) each, representing the share capital and voting rights of the Target Company ( Share or Shares ). However, considering that Vertix declared its intention not to accept the Offer, the (eighty million twenty seven thousand six hundred and seven) shares held by it were on the date hereof, in accordance with the SPA, subject to an irrevocable blocking instruction pursuant to Article 72(2)(a) of the PSC and the Offer, although general, can only be accepted by the holders of the remaining 4,485,573 (four million four hundred eighty five thousand five hundred seventy three) Shares, representing 5.31% (five point thirty one per cent) of the share capital of the Target Company (the Offer Shares, and individually the Offer Share ). The Offer Shares are currently listed in Euronext Lisbon, the regulated market managed by Euronext Lisbon Sociedade Gestora de Mercados Regulamentados, S.A. ( Euronext Lisbon ). 5. To the best knowledge of the Offeror, the Target Company has not, apart from the Shares, issued any other of the securities referred to in Article 187(1) of the PSC. 6. Subject to the terms and conditions set forth in this Preliminary Announcement and in the remaining Offer documents, the Offeror undertakes to acquire all the Shares targeted by the Offer which, until its closing, are subject to valid acceptance by the addressees of the Offer. 7. The acceptance of the Offer is limited to the Shares that at the end of the Offer period are fully paid-up and bearing all attached rights and free of liens, encumbrances, charges or liabilities, as well as any limitations or restrictions, notably regarding their respective economic and/or social rights, or to their transferability, including when such limitation to the transfer arises from the blocking of the Shares in a securities account by initiative of their owner, in accordance with the terms of Article 72(2)(a) of the PSC. 8. Acceptance of the Offer by its addressees is subject to compliance with the respective legal and regulatory requirements, including those set forth under foreign legal frameworks to which the addressees of the Offer are bound. 9. The consideration offered is of (two euros, fifty five cents and forty six hundredths of cents) in cash for each Share, which corresponds to the total amount of the Offer of 11,458,845 (eleven million, four hundred fifty eight thousand eight hundred forty five euros), considering the number of Offer Shares, deducted of any amount (gross) which may be attributed to each Share, such as dividends, advance profits of the financial year or distribution of reserves, such deduction being made 2/7

4 immediately after the moment on which the right to the concerned amount has been detached from the Shares and provided that such moment occurs prior to the settlement of the Offer. If the price per Share defined under the SPA ( SPA Share Price ) is higher than (two euros, fifty five cents and forty six hundredths of cents), the consideration per Offer Share will be revised upwards to match the SPA Share Price. The SPA Share Price corresponds to the equity value of the Target Company calculated with reference to the SPA closing date and divided by the number of Shares outstanding. Based on the Offeror's current best estimate, and as referenced in the SPA, the equity value of the indirect shareholding of 94.69% (ninety four point sixty nine per cent) held by PRISA in the Target Company at the SPA closing date would be approximately 321,000,000 (three hundred twenty one million euros). Such value will be adjusted, positively or negatively, in accordance with the debt and debt-like items set forth in the SPA, calculated at the SPA closing date. 10. The consideration offered complies with the criteria set out in Article 188(1) of the PSC and represents the highest value of (i) the weighted average closing price of the Shares on the regulated market of Euronext Lisbon, in the six month period prior to the release of this Preliminary Announcement on the 14th of July 2017 and (ii) the SPA Share Price. 11. The launching of the Offer is subject to: a) the prior registration of the Offer with the Portuguese Securities Market Commission ( CMVM ), pursuant to Article 114 of the PSC; b) A (i) decision by the Antitrust Authority declaring that the concentration at issue does not fall within the scope of the merger control procedure; a (ii) decision from the Antitrust Authority, declaring that the acquisition under the SPA is cleared (decisão de não oposição), has been obtained; or (iii) the absence of a decision by the Antitrust Authority upon the expiry of the applicable waiting period resulting in the clearance of the acquisition under the SPA (as set forth in Article 50(4) or Article 53(5) of the Portuguese Competition Act); c) Unconditional authorization from the ERC (Entidade Reguladora para a Comunicação Social), the public entity with regulatory competence over the media business sector, pursuant to article 4-B, no. 4, of the Television Law and article 4, no. 6, of the Radio Law, has been obtained, if it is required. 12. In particular for the purposes of Article 128 of the PSC, the Offeror hereby expressly states that the decision to launch the Offer has been grounded on the assumption that, between the date of this Preliminary Announcement and the closing of the Offer, no circumstance will occur which has a material impact on the asset, economic and financial situation of the Target Company on a consolidated basis, or on companies which are in a control or group relationship with the Target Company under Article 21 of the PSC (henceforth, Control or Group Relationship ). The following are examples of situations that may have such impact: 3/7

5 a) Resolutions taken by the competent corporate bodies of the Target Company or of companies with which the Target Company is in a Control or Group Relationship, which approve: (i) (ii) The issuance of shares, bonds or any other type of securities or similar rights which grant the right to subscribe or acquire shares representing the share capital of the Target Company or companies in a Control or Group Relationship with the Target Company; The issuance of debt securities by the Target Company or by companies in a Control or Group Relationship with the Target Company; (iii) The winding-up, transformation, merger, demerger of the Target Company or of any company in a Control or Group Relationship with the Target Company; (iv) The distribution of assets to shareholders of the Target Company or to minority shareholders of companies in a Control or Group Relationship with the Target Company; (v) Amendments to the articles of association of the Target Company, or of companies in a Control or Group Relationship with the Target Company; (vi) The redemption or cancelation by any other form of the shares of the Target Company or of any company in a Control or Group Relationship with the Target Company; (vii) The acquisition, disposal or encumbrance, as well as the promise to acquire, dispose or encumber shares of the Target Company or of any company in a Control or Group Relationship with the Target Company, except if performed in compliance with obligations undertaken until the date of the Preliminary Announcement of the Offer which have been disclosed to the public; (viii) loss, in any way, by the Target Company, of the Control or Group Relationship with any company; b) filling up vacancies in members of the corporate bodies of the Target Company or of companies in a Control or Group Relationship with the Target Company without ensuring that the designated members may be removed without due cause (sem justa causa) against the payment of a compensation which amount shall not exceed the corresponding yearly remuneration; c) removing other members of the corporate bodies of the Target Company or of companies in a Control or Group Relationship with the Target Company when such removal is subject to the payment of compensations in amounts higher than their corresponding remuneration not yet due up to the expiry of the respective office period; d) increasing the global remuneration of any member of any corporate body of the Target Company or of companies in a Control or Group Relationship with the 4/7

6 Target Company for 2017 and the following years by an amount exceeding their respective levels in 2016; e) the carrying out of any actions, by the Target Company or companies in a Control or Group Relationship with the Target Company, which are not attributable to ordinary management or which may be deemed to be in breach of the duties of the relevant management body, as per Articles 181 and 182 of the PSC, notably the setup of defensive measures in relation to the Offer, and the disposal of treasury shares to third parties without the prior consent of the Offeror; f) execution or refraining to execute, by the Target Company or by companies in a Control or Group Relationship with the Target Company, or any other entity, of any decision or action or the occurrence of any event or circumstance which may result in an unfavourable change, not occurring in the normal course of business, in the position of the Target Company or companies in a Control or Group Relationship with the Target Company, in relation to the situation set out in (i) the Consolidated Financial Statements disclosed in relation to the financial year ended on December 31, 2016, and (ii) the quarterly report disclosed in relation to March 31, 2017 and when applicable, the latest balance sheet disclosed subsequent to such date; g) the disclosure of facts deemed capable of negatively influencing, in a significant manner, the valuation of the Shares, which were not made public until the date of the Preliminary Announcement. 13. The decision to launch the Offer was also based, notably for the purposes of Article 128 of the PSC, on the assumption that, with the exception of the information provided in the financial statements approved by the Target Company prior to the date of the Preliminary Announcement of the Offer and of the information publicly announced, by the Target Company, also until the date of the Preliminary Announcement, there will not be nor there is any provision of any agreement, contract or other instrument to which the Target Company or the companies in a Control or Group Relationship with the Target Company are parties to, pursuant to which, as a consequence of the launching of the Offer, or of the acquisition or proposal for acquisition of the Shares by the Offeror, in whole or in part, and with a significant impact in the financial and economic position of the Target Company, on a consolidated basis: a) Any loan or debt of the Target Company or any company in a Control or Group Relationship with the Target Company, which, not being immediately due and payable, becomes or may be declared immediately due and payable, or the capacity of any of such companies contracting debts or liabilities is diminished or impaired; b) The creation (or the production of effects) of any rights or encumbrances to the benefit of third parties over all or part of the businesses or assets of the Target Company or of any company in a Control or Group Relationship with the Target Company is permitted; 5/7

7 c) Any agreement, right or obligation of the Target Company or of any company in a Control or Group Relationship with the Target Company is terminated or negatively modified or affected; d) The interest or business of the Offeror, of companies which are in a Control or Group Relationship with the Offeror, the Target Company, or of companies in a Control or Group Relationship with the Target Company, in or with, as applicable, any person, organization, company or body, terminates or is substantially and negatively modified or affected; e) The Target Company or any company in a Control or Group Relationship with the Target Company ceases to be able to develop its business using its current designation. 14. Also in accordance with Article 128 of the PSC and the terms established therein, the decision of the Offeror to launch the Offer was based on the assumption that there is no substantial change in the national and international financial markets nor in the respective financial institutions, not contemplated in the official scenarios disclosed by the authorities until the date of this Preliminary Announcement, which causes a material negative impact to the Offer, exceeding its inherent risks. 15. The acquisition of the Target Company forms part of Altice s global convergence strategy and follows its path in France, the United States and Israel. Altice is committed to continuing the Target Company s open platform in the Portuguese market while ensuring its success in a rapidly evolving media and digital landscape with new challenges and opportunities: Invest into digital expansion; Develop new TV channels and formats; Launch new, innovative services; Accelerate investments into Portuguese content; Enhance reach of key channels, e.g. TVI24; Use Plural as the global content production hub; Export Portuguese content to other Altice territories, especially to France and to the US. Altice wants to deliver more content to all Portuguese consumers in a digital world and as such offer more choice focused on local production and formats. The integrity and editorial independence of the Target Company will serve as a guiding principle as is the case for all of Altice s global media businesses. Importantly, the acquisition of the Target Company will significantly strengthen Portugal s media sector, which continues to see increasing international competition, particularly from global Internet operators. 6/7

8 16. The Offeror is a company subject to rules equivalent to those set forth in Article 182 of the PSC, and therefore the board of directors of the Target Company is under the passivity rule foreseen in said provision. Concerning the set of matters foreseen in Article 182-A(1) of the PSC, the by-laws of the Offeror do not include any restrictions (i) to the transferability of shares or other securities that give right to the acquisition of shares or (ii) to the exercise of voting rights. 17. After the analysis of the Offer results, and in light of the existing market conditions, the situation of the Target Company and the liquidity of the Shares after the Offer period, if the Offeror reaches or exceeds, directly or pursuant to Article 20(1) of the PSC (i) 90% (ninety per cent) of the voting rights corresponding to the share capital of the Target Company and (ii) 90% (ninety per cent) of the voting rights comprised by the Offer, by way of the Offer or other legally permitted transactions relevant for the calculation of such percentage, such as the SPA, the Offeror reserves the right to use the squeeze-out mechanism provided for in Article 194 of the PSC, which would cause the immediate delisting of the Shares from Euronext Lisbon, their readmission being prohibited for the period established by law. 18. The Offeror further considers the possibility of requesting the CMVM to approve and publicly disclose the loss of public company status (perda de qualidade de sociedade aberta) of the Target Company under Article 27(1)(a) and (2) of the PSC, in the event that, after the Offer period, and by way of the Offer or other legally permitted transactions relevant for the calculation of such percentage, such as the SPA, the total number of Shares held by the Offeror or any of the persons or entities related to the Offeror under Article 20(1) of the PSC, exceeds 90% of the voting rights corresponding to the share capital of the Target Company. Lisbon, 22 August 2017 The Offeror (illegible signature) Paulo Manuel da Conceição Neves Chairman 7/7