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Highlight Event and Entertainment AG

EQS-Adhoc: Execution of a capital increase
Conclusion of a framework agreement


EQS Group-Ad-hoc: Highlight Event and Entertainment AG / Key word(s): Capital
Increase
Execution of a capital increase / Conclusion of a framework agreement

27-Nov-2017 / 18:39 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.

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Issuance of 2.4 million new shares from authorized capital at a price of EUR
13.043 per share, fully subscribed by Studhalter Investment AG (SIAG)SIAG thus
acquires 28.7% of Highlight Event und Entertainment AG (HLEE)Framework agreement
of HLEE with Bernhard and Rosmarie Burgener Highlight Communications AG (HLC),
SIAG and Alexander Studhalter on a voluntary takeover bid to the public
shareholders of Constantin Medien AGBernhard Burgener and SIAG have agreed to be
represented with two board members each at HLEE if the offer is successful
The Board of Directors of Highlight Event and Entertainment AG (HLEE) today
decided to issue 2'468'459 bearer shares with a nominal value of CHF 9.00 per
share in an authorized capital increase. All new shares have been subscribed by
Studhalter Investment AG (SIAG) based in Lucerne and acquired at a subscription
price of EUR 13.043 per share. The transaction will generate proceeds of
approximately EUR 32 million for HLEE. The capital increase, together with a
loan also taken out, serves, among other things, to refinance the previously
announced acquisition of the 25% stake in HLC. It was a prerequisite for the
launch of a voluntary takeover offer by HLC and SIAG to the public shareholders
of Constantin Medien AG.

After completion of the capital increase, HLEE now has a fully paid-up share
capital of CHF 77,400,000, divided into 8,600,000 bearer shares with a nominal
value of CHF 9.00 per share. SIX Swiss Exchange has granted a deferment of
listing for the newly issued bearer shares of the company; the listing will take
place within the next six months.

In addition to the purchase of the new shares, SIAG grants HLEE a loan of
approximately EUR 51 million. SIAG may convert up to EUR 1,929,600 as a
convertible loan at a price of EUR 16.08 per share into a maximum of 120,000
bearer shares from January 2018.

Today, HLEE entered into a framework agreement with Bernhard and Rosmarie
Burgener, HLC, SIAG and Alexander Studhalter according to which HLC and SIAG,
with exempting effect for Bernhard and Rosmarie Burgener, HLEE and Alexander
Studhalter, are to launch a takeover bid to the shareholders of Constantin
Medien AG (CMAG). HLEE currently holds a stake of just below 30% in CMAG.

In particular, the framework agreement governs the financing and coordination of
the takeover bid and the structuring of the group of shareholders of CMAG after
its successful completion. Among other things, it provides that all shares of
CMAG tendered as part of the takeover offer will be acquired and transferred to
HLC upon completion of the takeover offer. If the takeover bid is successful, it
will exempt HLEE, among other things, from the obligation to make a mandatory
offer in case of additional purchases of CMAG shares in the future.

The decision to make the takeover offer as well as further information will be
published by the two bidders, SIAG and HLC, in accordance with the provisions of
the German Securities Acquisition and Takeover Act. It is expected that the
publication of the offer document, which may only take place after approval by
the German Federal Financial Supervisory Authority, will occur in the course of
December 2017.

In this connection, Bernhard and Rosmarie Burgener, SIAG and Alexander
Studhalter have also entered into a shareholders' agreement, which will only
become effective if and when the takeover bid is successfully completed in
accordance with the contractual conditions. The agreement, inter alia, provides
that Bernhard Burgener and SIAG each propose two members to be elected to the
board of directors of HLEE and thus together form a majority on the board of
directors. Further, the board of directors of HLC and the board of directors of
CMAG shall also be composed of a majority of representatives of the core
shareholders.

A successful takeover offer will help to put an end to the crippling blockades
that arose in connection with the disagreements with the former CMAG management
until August 2017 and to focus on the reorganization and further development of
the group in order to create sustainable value for all stakeholders. HLEE and
the other parties of the framework agreement intend to consistently pursue the
growth strategy of HLEE, HLC and CMAG. They are convinced that a realigned
shareholding structure would unleash organizational synergies. A strong base of
core shareholders that act strategically in concert and which can continue
developing the business model with a long-term perspective and contribute the
necessary financial resources, is helpful in achieving these objectives.


Contact:
Highlight Event and Entertainment AG
Netzibodenstrasse 23b
4133 Pratteln
Investor Relations
Tel.: +41 41 226 05 97
Fax: +41 41 226 05 98
 
info@hlee.ch
http://www.hlee.ch


Additional information on the new investor Studhalter Investment AG - Specialist
for reorganisations and growth financing
Studhalter Investment AG, an investment company based in Lucerne, is wholly
owned by the 49-year-old Alexander Studhalter and was established by him
together with his wife Aline Studhalter. The couple runs the company together.
Aline Studhalter has a legal and notarial background and has broad experience in
investment management and investment development. Alexander Studhalter is an
active private equity and real estate investor with extensive experience in the
development, acquisition, reorganization, integration and management of
companies and real estate transactions and development on an international
level. Alexander Studhalter is a member of several national and international
boards of directors and is also involved in charitable projects.

Disclaimer
This announcement merely serves information purposes and neither represents an
offer to purchase or sell nor a solicitation of an offer to purchase or sell
shares of Constantin Medien AG. The definite terms and conditions of the
takeover offer, as well as further provisions concerning the takeover offer,
will be published in the offer document after the approval of the offer document
by the German Federal Financial Supervisory Authority. The bidders reserve the
right to deviate from the basic terms presented herein in the final terms and
conditions of the takeover offer.

Investors and shareholders of Constantin Medien AG are strongly advised to read
the offer document and any relevant documents in connection with the takeover
offer as soon as such documents will be published as they will contain important
information. Where appropriate, it is furthermore recommended to seek
independent advice in order to receive a competent assessment regarding the
contents of the offer document and the takeover offer.

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End of ad hoc announcement------------------------------------------------------

Language: English

Company:  Highlight Event and Entertainment AG

          Netzibodenstrasse 23b

          4133 Pratteln

          Switzerland

Phone:    +41 41 226 05 97

Fax:      +41 41 226 05 98

E-mail:    info@hlee.ch

Internet: www.hlee.ch

ISIN:     CH0003583256

Valor:    896040

Listed:   SIX Swiss Exchange



 

End of Announcement EQS Group News Service

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633145  27-Nov-2017 CET/CEST

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Plus de actualités: Highlight Event and Entertainment AG