RMG - BOND ISSUE - LINK TO THE PROSPECTUS

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RMG - BOND ISSUE - LINK TO THE PROSPECTUS

Roularta goes to the capital market with a bond issue

EMBARGO – 18 September 2012, 17.40 CET

Roularta Media Group announces today that it is to issue bonds in Belgium. The bonds will have a term of six years, expiring in 2018, and will offer a fixed annual interest of 5.125%.   

Roularta Media Group is seeking to borrow at least 75 million and up to 100 million euros with this bond issue.  The proceeds will serve to refinance an existing borrowing (in the form of a private bond placement), and to achieve general business objectives such as further organic growth and growth through acquisitions.

The bonds can be subscribed in tranches of 1,000 euros. The subscription period runs from 21 September 2012 (09.00 CET) to 3 October 2012 (16.00 CET), subject to early closing.

The bond issue date is 10 October 2012. An application has been made for these bonds to be listed on the regulated market of NYSE Euronext Brussels.

KBC Bank and Belfius Bank are acting as Joint Lead Managers and Joint Bookrunners for the issuance of the bond. Bank Degroof is acting as Co-Manager.

More information about this public offering may be obtained from the aforementioned financial institutions and can be found in the issue prospectus. This prospectus, which was approved on 18 September 2012 by the Financial Services and Markets Authority (FSMA), is available from the Joint Lead Managers, from the Co-manager and on the group website: www.roularta.be.

Below is a summary of the main features of the loan:

Issuer

Roularta Media Group NV

Nominal amount per bond

EUR 1,000.

Form and status

Unsubordinated dematerialized securities

Subscription period

From 21 September 2012 at 09.00 CET to 3 October
2012 at 16.00 CET (subject to early closing)

Allocation The prospectus contains detailed provisions on the
allocation of the bonds and the reduction of
subscriptions in the event of oversubscription

Issue Date

10 October 2012

Interest

5.125% annually on 10 October

Issue Price

101.875% of the nominal amount (for retail investors)

Gross actuarial yield

4.758% (annualized) based on the issue price of
101.875%

Scheduled redemption date

10 October 2018 (subject to early repayment, as
described in the issue conditions)

Redemption at maturity

100%

About Roularta Media Group
Roularta Media Group is a multimedia company with 2,800 employees and a consolidated turnover of 730 million euros, operating in Belgium, France, Netherlands, Germany, Slovenia and Serbia. It disposes of a diversified portfolio with unique news, business, sports, lifestyle and special interest magazines, newspapers, freesheets, newsletters, websites, radio, television and events. Roularta Media Group is listed on Euronext Brussels. For further information: www.roularta.be.

Contact persons

Contact persons  Rik DE NOLF (CEO) Jan STAELENS (CFO)
Tel. + 32 51 26 63 23 + 32 51 26 68 11
Fax + 32 51 26 65 93 + 32 51 26 66 27

E-mail

rik.de.nolf@roularta.be

jan.staelens@roularta.be

Important Information 
The features of the offering given above are only a summary of the terms and conditions of the bonds. Before making an investment decision and entering into a transaction relating to the bonds, investors need to be satisfied that they correctly understand the transaction and are able to make an independent assessment of the appropriateness of the transaction in the light of their objectives. Investors must satisfy themselves that they have sufficient information available with respect to the issuer and the securities before investing in the bonds. In making their investment decision, investors should consider the information contained in the prospectus, including the risk factors described on pages 26 and following, and not just this announcement.

This announcement should not be construed as an offer or a solicitation of offers in any jurisdiction where such an offer would be illegal (failure to comply with registration requirements or not meeting the relevant conditions for exemption from registration requirements).

This announcement is not for distribution, directly or indirectly, in the United States of America, Canada, Japan or Switzerland or any other jurisdiction where such distribution would be unlawful. The bonds are not being offered in the United States.

In the European Economic Area (except Belgium), this announcement is directed only at qualified investors as defined in European Directive 2003/71 (as amended). 

Disclaimer
The document you are about to read is the electronic version of a prospectus regarding a public offering in Belgium by Roularta Media Group NV (the "Issuer") of 5.125 per cent. bonds due 10 October 2018 (the "Bonds") in accordance with regulations applicable in Belgium (the "Prospectus"). The Prospectus was approved by the FSMA on 18 September 2012. It is exclusively intended for Belgian residents who are physically present in Belgium, as well as for persons residing outside Belgium, who can access it and accept the offering in accordance with the applicable law and regulations of other countries.

Specifically, residents of a Member State of the European Economic Area other than Belgium shall not have access to this Prospectus, unless the offering can be done in a Member State by virtue of one of the exemptions provided by Directive 2003/71/EC of the European Parliament and Council on 4 November 2003 regarding the prospectus to be published in the event of a public offering or admission to trading of securities as amended and adapted to each Member State (the "Prospectus Directive"), insofar as such offering in any Member State does not require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

In general, any individual wishing to access the Prospectus must first ensure that this access does not violate the applicable legislation or regulations. The Issuer shall not be liable in the event of a violation of such restrictions by any individual. 

The Prospectus does not in any way constitute an offering or invitation to subscribe Bonds in any country in which the access to the Prospectus, the offering, or the invitation, could be illegal and cannot in any circumstance whatsoever be used for this purpose or in these circumstances. 

The Issuer did not, and does not intend to, make any effort to offer its securities to the public outside Belgium; it has obtained no authorization for the distribution of the Prospectus in any jurisdiction other than Belgium. 

The Prospectus may not be directly or indirectly distributed or circulated in the United States of America, in Switzerland or in any other jurisdiction that deems the distribution or circulation of such information illegal. 

In particular, the Prospectus does not constitute an offering of securities in the United States of America or in any other country. Securities may be neither offered nor sold in the United States of America without registration or registration exemption pursuant to the 1933 US Securities Act as amended (the "Securities Act"). The Issuer does not intend to register the offering, in whole or in part, in the United States of America or to initiate a public offering in the United States of America and, subject to certain exceptions, the Bonds shall not be offered, sold or distributed on the territory of the United States of America or to citizens of the United States or to their benefit. The offering takes place outside of the United States of America in accordance with regulations enacted pursuant to the Securities Act. 

The circulation of the electronic version of the Prospectus on a website different than the websites included in the following paragraph and its duplication, distribution or dissemination in paper or electronic form are strictly prohibited. The Issuer shall under no circumstances be held liable in the event of illegal duplication or distribution of the Prospectus. 

Investors are invited to carefully read the Prospectus dated and approved by the FSMA on 18 September 2012. The Prospectus is available in Dutch and its summary is available in French. These documents are available free of charge upon request to the Issuer (+32 51 26 63 26). They are also available on the websites of the Issuer (www.roularta.be), the website of the FSMA (www.fsma.be), KBC Bank (www.kbc.be), Belfius Bank (www.belfius.be) and Bank Degroof (www.degroof.be), and in the local agencies KBC Bank, Belfius Bank and Bank Degroof, and via phone banking (KBC Bank: +32 78 15 21 53, Belfius Bank +32 2 222 12 02 and Bank Degroof +32 2 287 97 55).

I wish to read the Prospectus and hereby certify (1) that I have read and agreed to the disclaimer above; (2) that I am a Belgian resident physically present in Belgium or a resident outside of Belgium who has access to the Prospectus and can accept the offering in accordance with applicable legislation and regulations of other countries; (3) that I agree to refrain from duplicating, distributing or circulating the Prospectus whether in paper or electronic form; (4) that I hereby confirm my agreement to the restrictions stated heretofore.