Notification of Major Holdings
1. Details of issuer
Name: |
ProSiebenSat.1 Media SE |
Street: |
Medienallee 7 |
Postal code: |
85774 |
City: |
Unterföhring Germany |
Legal Entity Identifier (LEI): |
529900NY0WWQUKOMWQ37 |
2. Reason for notification
X |
Acquisition/disposal of shares with voting rights |
X |
Acquisition/disposal of instruments |
|
Change of breakdown of voting rights |
|
Other reason:
|
3. Details of person subject to the notification obligation
Natural person (first name, surname): Silvio Berlusconi Date of birth: 29 Sep 1936 |
4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
Mediaset S.p.A., Mediaset España Comunicación, S.A.
|
5. Date on which threshold was crossed or reached:
6. Total positions
|
% of voting rights attached to shares (total of 7.a.) |
% of voting rights through instruments (total of 7.b.1 + 7.b.2) |
Total of both in % (7.a. + 7.b.) |
Total number of voting rights pursuant to Sec. 41 WpHG |
New |
11.73 % |
14.14 % |
24.16 % |
233000000 |
Previous notification |
8.94 % |
15.22 % |
24.16 % |
/ |
7. Details on total positions
a. Voting rights attached to shares (Sec. 33, 34 WpHG)
ISIN |
Absolute |
In % |
|
Direct (Sec. 33 WpHG) |
Indirect (Sec. 34 WpHG) |
Direct (Sec. 33 WpHG) |
Indirect (Sec. 34 WpHG) |
DE000PSM7770 |
0 |
27338032 |
0 % |
11.73 % |
Total |
27338032 |
11.73 % |
b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
Type of instrument |
Expiration or maturity date |
Exercise or conversion period |
Voting rights absolute |
Voting rights in % |
Lent Securities (right to recall) |
30.11.2020 – 31.05.2024 |
anytime |
23494968 |
10.08 % |
|
|
Total |
23494968 |
10.08 % |
b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
Type of instrument |
Expiration or maturity date |
Exercise or conversion period |
Cash or physical settlement |
Voting rights absolute |
Voting rights in % |
Put Option |
24.09.2020 – 19.11.2020 |
N/A |
Cash or physical, subject to certain conditio |
9462000 |
4.06 % |
Call Option |
24.09.2020 – 19.11.2020 |
N/A |
Cash or physical, subject to certain conditio |
9000535 |
3.86 % |
Option for Securities Lending |
19.11.2020 |
anytime, subject to certain condition |
Physical if option is exercised |
5462000 |
2.34 % |
|
|
|
Total |
9462000 |
4.06 % |
8. Information in relation to the person subject to the notification obligation
|
Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.). |
X |
Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity: |
Name |
% of voting rights (if at least 3% or more) |
% of voting rights through instruments (if at least 5% or more) |
Total of both (if at least 5% or more) |
Silvio Berlusconi |
% |
% |
% |
Finanziaria d’investimento Fininvest S.p.A. |
% |
% |
% |
Mediaset S.p.A. |
5.84 % |
8.57 % |
14.41 % |
Mediaset España Comunicación, S.A. |
3.10 % |
6.65 % |
9.75 % |
9. In case of proxy voting according to Sec. 34 para. 3 WpHG
(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)
Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
Proportion of voting rights |
Proportion of instruments |
Total of both |
% |
% |
% |
10. Other explanatory remarks:
Ad sections 6 and 8 above: The put and call options as well as the option for securities lending (each as referred to under section 7.b.2 above) relate to the same collar transaction under which, on a consolidated basis, Mediaset S.p.A. can acquire a voting rights position of 4.06% in total only once. The
acquisition of voting rights by way of a securties lending transaction under such financial instrument therefore results in a corresponding increase in the position of voting rights (attached to shares), but does neither have an effect on the total number of voting rights through the above-mentioned collar transaction, nor the total number of voting rights attached to shares and through Instruments.
Ad section 7.b.2. above: As the put and call options as well as the option for securities lending relate to the above-mentioned collar transaction under which Medlaset S.p.A. can acquire the position of 4.06% of the voting rights only once, such instruments were not to be aggregated. |
Date