DGAP-News: Constantin AG (Constantin Medien)

Constantin Medien AG: Stella Finanz AG continues to refuse settlement of the loan and restitution of the 24.75 million shares in Highlight Communications AG

Ismaning, July 13, 2017 - For purpose of the fastest possible settlement of the loan with Stella Finanz AG, which Constantin Medien AG had already terminated several times and which had a term until June 30, 2017 according to the original loan agreement, Constantin Medien AG agreed to an escrow agreement with the solicitors Nater Dallafior Rechtsanwälte AG in Zurich on June 26, 2017 and to this end transferred the repayment amount plus interest to the escrow bank account on June 27, 2017.

The escrow agent was ordered to transfer the loan plus interest to Stella Finanz AG in return for a written statement from the Bank Julius Bär & Co. AG, Zurich, according to which the latter agrees irrevocably, unconditionally, as well as waiving any objections and pleas, to transfer the 24.75 million shares of Highlight Communications AG lodged with it to a deposit account of Constantin Medien AG. For this, a call-off term until July 10, 2017 was granted to Stella Finanz AG, which it let lapse however. It neither instructed the Bank Julius Bär & Co. AG to submit the above-mentioned statement nor demanded Constantin Medien AG in writing to make a repayment. Instead, it submitted an attorney's letter stating that it insists on an "advance performance obligation" by Constantin Medien AG and that any processing via an escrow agent will be made dependent on the escrow agent's standpoint of the upcoming General Meeting of Constantin Medien AG that no "lawfully identified shareholders will be arbitrarily excluded from their voting right". Stella Finanz AG left open the extent of the legal context of the loan settlement and the admittance of shareholders to the General Meeting of Constantin Medien AG. On the part of the Management Board of Constantin Medien AG and due to its duty of care, the repayment of the loan by way of advance payment without security for the restitution of the pledged 24.75 million shares in Highlight Communications AG or as a function of the forthcoming General Meeting being related to the loan settlement without an objective cause as well as complex issues regarding the German stock law and their assessment by an escrow agent are out of the question. Furthermore, according to the opinion of the Management Board of Constantin Medien AG, Stella Finanz AG is also not entitled to this.

Since Stella Finanz AG has not engaged in the settlement of the loan by way of the above-mentioned escrow agreement, the restitution of the 24.75 million shares in Highlight Communications AG against the payment of the loan now has to be enforced by way of court procedures.

Contact:
Contact PR:
Constantin Medien AG, Sabine Lais, Phone: +49 (0) 89 - 99 500 461, Fax: +49 (0) 89 - 99 500 466, E-Mail: sabine.lais@constantin-medien.de

Frank Elsner Kommunikation für Unternehmen GmbH, Phone: +49 (0) 5404 - 91 92 0, Fax: +49 (0) 5404 - 91 92 29

Contact IR:
Constantin Medien AG, Dr. Peter Braunhofer, Phone: +49 (0)89 - 99 500 436, Fax: +49 (0)89 - 99 500 433, E-Mail: ir@constantin-medien.de

Constantin Medien AG, Münchener Straße 101g, 85737 Ismaning, Phone: +49 (0)89 - 99 500 0, Fax: +49 (0)89 - 99 500 111