JOINT PRESS RELEASE FROM KOINON NV AND ROULARTA MEDIA GROUP NV
THIS ANNOUNCEMENT IS NOT INTENDED FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN FULL OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, OR DISTRIBUTION WOULD CONSTITUTE A BREACH OF THE RELEVANT LAWS OF THAT JURISDICTION
The mandatory reopening of the acceptance period of the voluntary public takeover bid launched by Koinon NV on all shares issued by Roularta Media Group NV (Roularta) that are not yet held by it or its affiliated persons ended on Tuesday 15 July 2025.
During the mandatory reopening, 279,289 shares were tendered to the offer. As a result, Koinon NV now holds 93.13% of the shares in Roularta (representing 12,975,316 shares). In total, 58.74% of the total number of shares covered by the public takeover bid have been tendered to the bid so far. Payment of the bid price for the shares offered during the mandatory reopening will take place on 23 July 2025.
In order to give shareholders who have not yet accepted the offer the opportunity to do so, the offer will be voluntarily reopened from 18 July 2025 to 29 July 2025.
The bid price is EUR 15.50 in cash per share. The results of the reopened bid will be announced no later than 1 August 2025. Payment of the bid price for the shares offered during the voluntary reopening of the bid will take place no later than 5 August 2025.
On 29 July 2025, an extraordinary general meeting will decide on the distribution of an extraordinary interim dividend of EUR 3.00 gross per share. The net dividend amounts to EUR 2.10 after deduction of 30% withholding tax. The ex-dividend date (coupon detachment) is Wednesday 6 August 2025.
Shareholders who offer their shares in the context of the voluntary reopening will receive the bid price cum dividend (EUR 15.50 per share), so no dividend will be paid to them and, where applicable, no withholding tax will be deducted.
Shareholders who do not tender their shares during the voluntary reopening of the offer and who are still shareholders on the ex-dividend date (6 August 2025) will receive the net amount of the dividend on the dividend payment date (8 August 2025). Depending on the circumstances, withholding tax will be deducted from the dividend for certain shareholders. If, after the voluntary reopening, the conditions for a buyout offer are met, the offer price for shareholders whose shares are transferred in the context of a possible buyout offer will be reduced on a euro-for-euro basis by the gross amount of the dividend, and the adjusted offer price will be EUR 12.50 per share (the Adjusted Offer Price). If the payment of the dividend to the shareholder concerned is subject to withholding tax, the sum of the net dividend and the Adjusted Offer Price will therefore be less than the initial offer price.
Rik De Nolf, representative of bidder Koinon NV:
"Meanwhile, the majority of shareholders have accepted NV Koinon's bid. Numerous queries and responses indicate that many have failed to contribute their shares to the bid in time. With the reopening of the offer, we want to give them a very last chance to turn to their banking institution and subscribe to the offer."
The prospectus (including a supplement to the prospectus, the response memorandum, the independent expert's report and the acceptance form) is available on the following websites: www.kbc.be/roularta and roularta.be/en/takeover-bid and can be obtained free of charge at the counters of KBC Bank and CBC Banque or by calling: +32 (0)78 152 153. The prospectus has been drawn up exclusively in Dutch. A French version of the prospectus and an English version of the summary of the prospectus are available in electronic form on the above-mentioned websites.