DEAG Deutsche Entertainment Aktiengesellschaft
DEAG Deutsche Entertainment Aktiengesellschaft: DEAG announces bond issue of up to EUR 50 million to finance further growth and refinance the Corporate Bond 2018/2023

Publication of insider information pursuant to Article 17 of Regulation (EU) No. 596/2014

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, CANADA, OR ANY OTHER COUNTRY IN WHICH SUCH DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

DEAG announces bond issue of up to EUR 50 million to finance further growth and refinance the Corporate Bond 2018/2023

• Book building span: 7.50 – 8.50% p.a.
• Exchange offer for the Corporate Bond 2018/2023: 7 June 2023 until most likely 23 June 2023
• Cash premium and reimbursement of accrued interest on the 2018/2023 Corporate Bond upon exchange
• Subscription period: 19 June 2023 to most likely 27 June 2023
• Intention to terminate the 2018/2023 bonds

Berlin, 6 June 2023 – The Executive Board of DEAG Deutsche Entertainment Aktiengesellschaft (“DEAG”) resolved today, with the consent of the Supervisory Board, to issue a Corporate Bond in the amount of up to EUR 50 million (ISIN NO0012487596) (the “Bonds 2023/2026” or the “Bonds”).

The Bonds 2023/2026 in a nominal amount of EUR 1,000.00 each may be subscribed to during the offering period from 19 June 2023 until most likely 27 June 2023 (12:00 noon (CET)) via the subscription functionality “Direct Place” of Deutsche Börse AG.

The Bond will also be offered to institutional investors in Germany and Luxembourg as well as in selected European and other countries by way of a private placement.

The Bond is subject to Norwegian law and has a term of three years. The annual fixed interest rate of the Bonds is within the interest rate range of 7.50% to 8.50% and will be determined on or before the end of the offering period based on the subscription orders in a so-called book building process and announced by pricing notice.

There are plans to include the Bond in trading on the Open Market of Deutsche Börse AG (Regulated Unofficial Market of the Frankfurt Stock Exchange) and also to apply for inclusion in the Nordic ABM, a self-regulated marketplace organised and operated by the Oslo Stock Exchange, within six months of the issue of the Bond.

In connection with the Bond, DEAG will extend a public exchange offer to the holders of the Bonds issued on 31 October 2018 in the aggregate principal amount of EUR 25 million with ISIN DE000A2NBF25 (the “Bonds 2018/2023”) to exchange their Bonds 2018/2023 for the Bonds 2023/2026 in addition to a cash settlement amount of EUR 15 and accrued interest (the “Exchange Offer,” together with the subscription offer via the subscription facility “Direct Place” the “Public Offer”).

DEAG intends to prematurely call and redeem the 2018/2023 Bonds that have not been exchanged in the Exchange Offer.

The exchange offer, which is expected to be published on 7 June 2023 in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) and on DEAG’s Investor Relations website, will commence on 7 June 2023 and is expected to end on 23 June 2023, 10:00 a.m. (CET) (“Exchange Period”). Holders of the Bonds 2018/2023 may submit an offer to exchange their Bonds 2018/2023 to DEAG via their custodian bank within the Exchange Period in writing by using the form provided via their custodian bank. The holders of the Bonds 2018/2023 participating in the exchange offer will also be granted a multiple purchase option.

The securities prospectus required for the execution of the Public Offering in Germany and Luxembourg was approved today by the Luxembourg Financial Supervisory Authority Commission de Surveillance du Secteur Financier (CSSF) and will now be submitted to the German Federal Financial Supervisory Authority (BaFin) by way of notification (passporting). The securities prospectus will be published on DEAG’s Investor Relations website and on the website of the Luxembourg Stock Exchange (www.luxse.com).

DEAG intends to use the proceeds from the bond issue to refinance the Bond 2018/2023 and to continue its strategy of inorganic and organic growth, including by acquiring majority stakes in companies in the live entertainment industry.

The transaction is being accompanied by IKB Deutsche Industriebank AG and Pareto Securities AS, Frankfurt Branch, as Joint Lead Managers, which are executing the private placement in accordance with the applicable exemption provisions for private placements pursuant to Article 1 (4) of the Prospectus Regulation.

Notifying persons: Prof. Peter Schwenkow (CEO), Christian Diekmann (COO/CDO), Detlef Kornett (CMO), Roman Velke (CFO), Moritz Schwenkow (CTTO)

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Important Notice

This announcement may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not an offer to sell or a solicitation of any offer to buy any securities (the “securities”) of DEAG Deutsche Entertainment Aktiengesellschaft in the United States of America, Australia, Canada, Japan or in any other jurisdiction where such offer or sale would be unlawful. The public offering of securities will be made exclusively on the basis of a securities prospectus (“Prospectus”) approved by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) on June 6, 2023 and notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The prospectus is available free of charge on the Company’s website at http://www.deag.de.

In the Member States of the European Economic Area other than Germany and Luxembourg, this publication is only addressed to persons who are “qualified investors” as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Prospectus Regulation”).

The securities of the Company may not be offered or sold in the United States of America absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company’s securities have not been and will not be registered under the Securities Act. There will be no public offering of the securities referred to in this communication in the United States of America. The securities referred to in this release may not be offered or sold in Australia, Canada or Japan, or to, or for the account or benefit of, residents of Australia, Canada or Japan, subject to certain exceptions.

This publication may only be distributed in the United Kingdom to persons or is directed only at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order”) or (ii) are high net worth entities within the meaning of section 49(2)(a) to (d) of the Order or other persons to whom the information may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The new securities are available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be made only to relevant persons. Any person who is not a relevant person must not act or rely on these documents or their contents.

This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the Company’s management. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Due to various factors, actual future results, developments and events could differ materially from those described in such statements. Neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the opinions contained in this document or the underlying assumptions. The Company assumes no obligation to update the statements contained in this release.