SIRIUS MEDIA: SIRIUS MEDIA: New financing in the amount of EUR 2 million – 04/26/2024 at 8:30 p.m.

Press release

Paris, April 26, 2024 at 8:30 p.m.

SIRIUS MEDIA

New financing

Sirius Media announces the issuance of convertible bonds amounting to €2 million

Paris (France), April 26, 2024 – 8:30 p.m. – SIRIUS MEDIA (FR0010812230 – ALSRS)

Sirius Media, a group specializing in audiovisual production, announces the issue of bonds convertible into shares (“the

OCA

“) for the benefit of the Atlas Special Opportunities investment fund for an amount of 2,000,000 euros. This issue aims to finance the Group’s developments and includes a

period of 90 days during which Atlas Special Opportunities will not be able to convert the bonds into shares.

“

In the past we had already used convertible bond financing with the Entrepreneur Invest fund, which we repaid in full in 2023. This allows us to increase our equity and therefore to better negotiate additional bank financing. This temporary and limited funding will be mainly dedicated to supporting our subsidiaries and the launch of “Zak and Wowo, the Legend of Lendarys”. Furthermore, in the event of conversion of bonds into shares, the lock-up period

[1]

allows us to successfully launch our first animated film and avoid any dilution during the next three months.

“, says Paul Amsellem, President of Sirius Media.

A table monitoring the number of OCs in circulation, as well as the number of shares issued upon conversion of the OCs, will be kept up to date on the Company’s website in the regulated information section: https://siriusmedia.fr/ category/regulated-information/ .

Warning :

SIRIUS MEDIA has set up this financing in the form of bonds convertible into shares (the “

OCA

), with the professional fund Atlas Special Opportunities, which, after receiving the shares resulting from the conversion or exercise of these instruments, is not intended to remain a shareholder of the company.

After the 90-day lock-up period, the shares resulting from the conversion or exercise of the aforementioned securities will, in general, be sold on the market very quickly, which may create downward pressure on the share price.

Shareholders may suffer a loss of their invested capital due to a decrease in the value of the Company’s shares.

Investors are advised to be very careful before making the decision to invest in the securities of the company admitted to trading which carries out such dilutive financing transactions.

Investors are particularly invited to take note of the risks relating to the operation which are in particular the following:

(i) The transaction could have a more or less significant dilutive effect depending on the conversion of the OCAs by the Investor.

(ii) The transaction could have an impact on the level of volatility and liquidity of the Company’s shares which could vary significantly.

(iii) The transaction could have an impact on the stock price during the sale on the stock market resulting from the conversion of the OCAs by the Investor.

(iv) The significant issue of shares following the conversion of the OCAs is likely to have a downward impact on the Company’s stock price.

The 2022 Annual Financial Report (available on the Company’s website) describes the main risks relating to the Company. The realization of all or part of these risks is likely to have an adverse effect on the activity, financial situation, results, development or prospects of the Company. There is no conflict of interest linked to the operation.

About SIRIUS MEDIA

SIRIUS MEDIA is a group specializing in audiovisual production (feature films, animated films, TV series, advertisements, etc.). In December 2022, the Group acquired one of the French leaders in the sector, the Triple A/PM SA group, which collaborates with the largest broadcasters (Canal+ Groupe, Lagardère, the TF1 Group, France Télévisions, Orange, M6 Group, TV5 Monde and Netflix). With 600 hours of content, SIRIUS MEDIA aims to ultimately become a major player in the media and entertainment industry in France and Europe.

SIRIUS MEDIA is listed on Euronext Growth Paris (FR0010812230 – ALSRS) and eligible for PEA-PME.

ANNEX

MAIN FEATURES OF THE OPERATION

The Chairman and Chief Executive Officer of the Company, using the sub-delegation granted to him by the Board of Directors at its meeting on March 8, 2024, himself acting on the basis of the delegation conferred by the fifteenth resolution of the General Meeting of June 29, 2023, decided to issue 20,000 OCA for the benefit of Atlas Special Opportunities.

As provided for in the Issue Agreement, these OCAs, with a nominal value of 100 euros each, bearing interest of 8% per year, with a maturity of 12 months, were fully subscribed at a price equal to their nominal value representing a total amount of 2,000,000 euros.

Maximum gross proceeds from the issue of OCAs:

€2,000,000

Maximum net proceeds from the issuance of OCAs:

€1,965,000

[2]

The OCAs will only be freely negotiable and transferable with the prior written consent of the Company.

OCAs will not be admitted to trading on any financial market.

The OCAs may be converted into shares of the Company at the request of their holder after a 90-day lock-up period, on the basis of a weighted average price (VWAP) over 10 days preceding the conversion, with a discount of up to up to 30%.

The OCAs may be converted into shares of the Company at the request of their holder according to the conversion parity determined by the formula below:

N = Vn / P

Or :

” NOT ”

corresponds to the number of new ordinary shares of the Company to be issued upon conversion of an OCA;

“Vn”

corresponds to the nominal value of the OCA (i.e. 100 euros);

“P”

corresponds to the conversion price of the OCAs, i.e. the highest amount between (i) 70% of the weighted average price weighted by volumes over the last 10 trading sessions of the Company’s share on the Euronext market Growth in Paris preceding the date of the OCA conversion request and (ii) the par value of the Sirius Media share.

In the event that P is less than the nominal value of a Sirius Media share, the Company has undertaken to pay the Investor an additional commission corresponding to the amount of the debt held against the Company resulting from the conversion of the OCAs. (the “Supplementary Commission”). Payment of the Additional Commission may be made as follows:

1. the Investor may pay the amount of the Additional Commission in cash;

2. the Investor may pay the amount of the Additional Commission by issuing new shares divided by the par value.

The amount of the Additional Commission will be calculated as follows:

1. If paid in cash, the amount of the Additional Commission will be calculated as follows: (A/B – A/C)*D; And

2. If settled by issuing New shares, the amount of the Additional Commission will be calculated as follows (A/B – A/C).

Or :

“A” corresponds to the nominal amount of the OCAs subject to the conversion notification;

“B” corresponds to the Conversion Price;

“C” corresponds to the par value of a Sirius Media share;

“D” corresponds to the closing price of the Sirius Media share on the relevant conversion date.

WARNING

Pursuant to Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the issue of OCAs will not give rise to the publication of a Prospectus subject to approval. of the Financial Markets Authority.

This press release therefore does not constitute a prospectus under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended, or an offer to the public.

Theoretical impact

A shareholder holding 1% of the capital of the Company and not participating in the Operation would see his participation increase to 0.87% in the event of conversion of the entire 20,000 OCA of the financing, on the basis of the stock price at April 25, 2024 of €0.6410.

Theoretical impact on shareholder participation

* Excluding early redemption of OCAs.

Theoretical impact on equity

[1]

Period during which the holder of the bonds does not have the right to convert them into shares and sell them.

[2]

It is specified that an Investor commitment fee in the amount of €20,000 and costs linked to the completion of the operation were deducted from the subscription price of the OCAs.

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