On April 7, 2000, the merger of Audiofina, CLT-UFA and Pearson Television was announced creating Europe’s leading integrated broadcast and content group.  The merger will be effected by folding the existing interests of CLT-UFA and Pearson Television into Audiofina, which is currently listed on both the Luxembourg and Brussels Stock Exchanges.

The Group today announces that the listing particulars relating to this merger have been filed with the UK Listing Authority.

Key Highlights:

Subject to approval at the Audiofina General Meetings on 24th and 25th July, 2000;

• The new company is to be named RTL Group, with its headquarters in Luxembourg
   
• Shares in RTL Group are expected to start trading on 26th July, 2000
   
• Two new independent non executive directors will be appointed to the Board: Juan Abéllo Galló, chairman of Alcaliber SA and Enron Espana SA; and Martin Taylor, chairman of WH Smith Group PLC and formerly chief executive of Barclays PLC
   
• On listing RTL Group will have a free float of 10.3 per cent. The shareholders aim to increase the free float of the company to not less than 15 per cent in the medium term which will qualify the new Group for inclusion in the FT-SE 100 index
  
  
  Copies of the listing particulars and details of the resolutions will be posted to all shareholders on the record of Audiofina as of 30 th June, 2000

Information on RTL Group:

• As part of the proposed listing in London, Audiofina will adopt International Accounting Standards (IAS) as its primary basis for accounting for the new Group.  Under IAS, the pro-forma accounts for RTL Group for the year to 31 December 1999 show sales of  €3510m, EBITA* of €408m and net assets of €7319m.

*EBITA represents earnings before interest and taxes excluding the amortisation of goodwill and gain or loss arising on the sale of subsidiaries, joint ventures, associates and investments

RTL Group will be:

• One of the world’s largest integrated broadcasting and content groups
   
• Europe’s largest free-to-air television broadcaster with interests in 22 television channels and 18 radio stations across 11 European countries
   
• A producer of over 10,000 hours of television programming a year, with a library of 17,500 viewing hours
   
• A powerful European online player combining rich content with strong cross promotional platforms

Didier Bellens, chief executive of RTL Group, said:
“The creation of the new RTL Group brings together a powerful portfolio of broadcast platforms with leading pan-European content.  The strength of our businesses combined with our financial firepower puts us at the forefront of a rapidly consolidating European media industry.”

Bertelsmann AG, Groupe Bruxelles Lambert S.A. ("GBL") and Pearson plc ("Pearson"), announced on April 7th 2000 the merger of CLT-UFA, Europe's leading commercial television and radio broadcaster, with Pearson Television ("PTV"), the world's leading international independent television production company.

NOTES TO EDITORS

Bertelsmann and GBL, the two co-controlling shareholders in CLT-UFA, agreed to reorganise their interests in CLT-UFA and Audiofina. As a result, Bertelsmann, along with WAZ, the German publishing company, will have an economic interest of around 37% in RTL Group, with GBL holding an economic interest of approximately 30%. Pearson will hold an economic interest of 22% and around 10.3% will be publicly held.

1.1   Reasons for the merger

The combination of CLT-UFA and PTV creates an integrated pan-European company with highly successful business operations spanning television and radio broadcasting, television production, sports rights and online activities. This will put the combined company in a better position to achieve stronger revenue and earnings growth:

• PTV's content will enrich the broadcast channels, enabling them to attract bigger audiences with more in-house productions;
   

• CLT-UFA's broadcast channels will provide expanded routes to market for PTV's content;
   

• Access to Europe's most important broadcast network will enable the combined company to be more innovative in developing new television genres, shows and formats;
   

• Combining rich content with powerful cross-promotional platforms on tv and radio will enable the company to build one of Europe's leading online and new media presences;
   

• The combined company will have the financial, management, production and broadcasting strengths to accelerate growth, both organically and through acquisition, in existing European markets and break into new markets worldwide. 

3.     CLT-UFA 

CLT-UFA's major business operations are in free-to-air broadcasting, content production and radio broadcasting. In 1999, it generated earnings before interest and tax of 346 million Euros (including associates) on sales of 3.211 billion Euros (excluding exceptional items.)

3.1 Free-To-Air Broadcasting

CLT-UFA has interests in 22 television channels and 18 radio stations in 11 European countries. In both reach and revenue terms, it is the largest broadcaster in Europe.

In Germany, it owns RTL TV, holds a 99.7% stake in Vox and also has stakes in RTL 2 (35.9%) and the children's channel, Super RTL (50%.)

In the UK, it owns a 35% stake in Channel 5, the UK's fastest growing terrestrial channel.

In France, it owns a 42% stake in the M6 Group. M6 is France's second largest commercial channel and the group also operates six thematic channels and owns 25% of the pay tv channel, TPS. Outside of the M6 Group, CLT-UFA has a stake in RTL 9 (35%), a general entertainment cable channel, and TMC (23.8%), Monte Carlo's family channel.

In the Netherlands, it owns HMG Group, operating RTL 4, a general entertainment channel, RTL 5, a specialist news channel and Veronica, which is aimed at teenagers and young adults. In Belgium, it has stakes in RTL TVI (66%), a leading French speaking channel and Club RTL (66%), a themed channel aimed at the youth market.

It also owns RTL Tele Luxembourg, RTL 7 in Poland and has a 49% stake in RTL Klub in Hungary. It also owns a 5% stake in Premiere, the German pay-tv channel.

3.2       Content and Rights Ownership

CLT-UFA is a major producer of television programmes in Germany, producing over 1,000 hours of programming per year. Its production companies are UFA Productions, Trebitsch Produktion, Delux Productions and Grundy-UFA, a joint venture with PTV. Its sports rights company, UFA Sports, owns the broadcast rights for more than 250 clubs and 46 national teams. It also has a TV Rights business, which owns a library with 5,500 hours of television programmes and 700 video titles. 

3.3       Radio

CLT-UFA is one of Europe's leading radio companies, owning stakes in 18 radio channels across Europe.

In Germany, it owns stakes in 2 national radio stations and 5 regional stations covering Berlin, Hamburg, Cologne and Bavaria.

In France, it owns RTL, a general interest radio station, RTL 2, which is aimed at the 20-40 age range, and Fun Radio, which is aimed at the 20-25 age range.

It also owns stakes in radio stations in the UK (80%), Luxembourg (100%), two stations in Belgium (43% and 35%), one in the Netherlands (39.5%), two stations in Scandinavia (49% and 100%) and one in Austria (25.1%).

PEARSON TELEVISION

Pearson Television is one of the leading independent international television production companies in the world. It has some 160 programmes in production in 35 countries around the world and makes sales from its library of over 10,000 hours of programming to over 100 territories. It owns an important selection of game show formats, is the largest producer of serial dramas and makes a wide range of entertainment programmes, including situation comedies, children's animation and action adventures. Its most popular programmes include Baywatch, The Bill, Salatut Elamat, Skilda Varldar, Gute Zeiten-Schlechte Zeiten, Verbotene Liebe, Unter uns, Hinter Gittern, The Price is Right, Family Feud, Night Fever, 100%, Match Game and Neighbours. 

It also owns a 29% stake in the UK's Channel 5, 20% stakes in RTL Klub in Hungary and UKTV in Australia and a 7% stake in Uproar.com, one of the world's leading online entertainment sites. From its studios in central London, PTV also runs a transmission business, which transmits 50 channels for broadcasters such as Flextech, Discovery and Universal.