Not for release, publication or distribution in the United States of America, Australia, Canada or Japan Press release Hilversum, 22 November 2005 Endemol N.V. announces Offer Price and Number of Shares Offered in its Initial Offering of Ordinary Shares • Endemol N.V. (the “Company”) announced today that the subscription period for institutional investors for the initial offering (the “Offering”) of ordinary shares of the Company (the “Shares”) ended on 21 November 2005 at 5.00 p.m. (CET). • Based on interest from investors, the Company, Endemol Investment B.V. (the “Selling Shareholder”), Merrill Lynch International (the “Global Coordinator and Lead Bookrunner”) and ABN AMRO Rothschild and Credit Suisse First Boston (Europe) Limited (collectively, the ‘‘Joint Bookrunners’’ and, together with the Global Coordinator and Lead Bookrunner and the other managers in the Offering, the “Banks”) have agreed on the final terms of the Offering, including the initial offering price per Share (the “Offer Price”) and the number of Shares offered: — Offer Price: EUR 9.00 per Share. — Number of Shares Offered: 27,901,786 existing Shares (constituting 22.3% of the issued share capital of the Company (currently consisting of 125,000,000 Shares)). • In addition, pursuant to the terms of the Offering, the Selling Shareholder has granted to the Banks an option exercisable, in whole or in part, by Merrill Lynch International on behalf of the Banks, within 30 days of the commencement of trading of the Shares on Euronext Amsterdam N.V.’s Eurolist by Euronext, to purchase an additional 3,348,214 Shares representing 12.0% of the number of Shares offered in the Offering to cover over-allotments, if any, and short positions resulting from stabilisation transactions. • Trading of the Shares on Eurolist by Euronext is expected to commence on an as-if-when- issued basis on or about 12:30 p.m. on 22 November 2005. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE OR FORM ANY PART OF ANY OFFER OR INVITATION TO SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SECURITIES INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN. THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR DISTRIBUTED OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN OR DISTRIBUTED TO U.S. PERSONS. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE SO REGISTERED. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN. THIS PRESS RELEASE IS ONLY DIRECTED, AND ANY OFFERING WILL ONLY BE DIRECTED, TO INSTITUTIONAL INVESTORS. THIS PRESS RELEASE DOES NOT FORM PART OF ANY PROSPECTUS AND HAS NOT BEEN APPROVED BY THE NETHERLANDS AUTHORITY FOR THE FINANCIAL MARKETS, WHICH IS THE DUTCH COMPETENT AUTHORITY FOR THE PURPOSE OF RELEVANT IMPLEMENTING MEASURES UNDER DIRECTIVE 2003/71/EC (THE “PROSPECTUS DIRECTIVE”) IN THE NETHERLANDS. PROSPECTUS DATED 10 NOVEMBER 2005 (Incorporated in the Netherlands) Offer of ordinary shares with a nominal value of EUR 0.10 per Share This prospectus relates to the initial offering of ordinary shares (the “Shares”) of Endemol N.V. (the “Company”), a naamloze vennootschap organised under the laws of the Netherlands. On behalf of Endemol Investment B.V., our sole shareholder (the “Selling Shareholder”), we are offering a certain number of Shares, constituting a minority interest in the Company, to be determined as set out below, held by the Selling Shareholder, in a global offering (the “Offering”) consisting of (i) an offering to institutional investors outside the United States, Canada, Japan and Australia in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and (ii) an offering to qualified institutional buyers (“QIBs”) within the United States in reliance on Rule 144A (“Rule 144A”) under the Securities Act. The Shares are being offered, as specified in this prospectus, subject to prior sale and withdrawal, cancellation or modification of such offer without notice and subject to certain other conditions. This document comprises a prospectus relating to the Company in the form of a single document within the meaning of Article 3 of the Directive 2003/71/EC (the “Prospectus Directive”). This prospectus has been approved by the Netherlands Authority for the Financial Markets (the “AFM”), which is the Dutch competent authority for the purpose of relevant implementing measures in the Netherlands. Prior to the Offering there was no public market for the Shares. Application has been made by us to list all of our Shares on Euronext Amsterdam N.V.’s Eurolist by Euronext (“Eurolist by Euronext”) (the “Admission”). Prospective investors may subscribe for the Shares for a period which is expected to commence on or about 10 November 2005 at 8.00 a.m. (CET) and is expected to end on or about 21 November 2005 at 5.00 p.m. (CET) (the “Subscription Period”). It is currently estimated that the initial offering price per Share (the “Offer Price”) will be between EUR 8.80 and EUR 12.80. The Offer Price and the number of Shares offered will be determined by us, the Selling Shareholder, the Lead Bookrunner and the Joint Bookrunners after termination of the Subscription Period on or about 22 November 2005 based on interest from investors and will be announced in a press release. The date on which trading of the Shares on Eurolist by Euronext will commence (the “Listing Date”) is expected to be on or about 22 November 2005. Payment for and delivery of the Shares is expected to be made on or about 25 November 2005 (the “Closing Date”). INVESTING IN THE SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS FOR A DESCRIPTION OF SPECIFIC AND MATERIAL RISKS TO BE TAKEN INTO ACCOUNT IN CONSIDERING WHETHER TO INVEST IN THE SHARES. As the Shares will be listed and traded on Eurolist by Euronext on an “as-if-and-when-issued” basis, as of the Listing Date until the envisaged Closing Date, Euronext Amsterdam N.V. (“Euronext”) may annul all transactions effected in the Shares if the Shares are not delivered on the envisaged Closing Date. The Selling Shareholder will grant to the Managers (as defined below) an option exercisable, in whole or in part, by Merrill Lynch International on behalf of itself and each of the other managers in the Offering (the “Managers”) within 30 days of the commencement of trading of the Shares on Eurolist by Euronext, to procure purchasers for, or failing which, to purchase additional Shares representing 12% of the number of Shares to be offered in the Offering to cover over-allotments, if any, and short positions resulting from stabilisation transactions. The Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or outside the United States in compliance with Regulation S. For a description of certain restrictions on transfer see “Transfer and Selling Restrictions”. Global Coordinator and Lead Bookrunner Merrill Lynch International Joint Bookrunners ABN AMRO Rothschild Credit Suisse First Boston 5IF1PXFSPG &NPUJPO IMPORTANT INFORMATION PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE PROSPECTUS AND, IN PARTICULAR, “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS WHEN CONSIDERING AN INVESTMENT IN THE COMPANY. No person has been authorised to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied on as having been authorised by us or the Managers. The contents of this prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. Apart from the responsibility and liabilities, if any, which may be mandatorily imposed on them by the AFM or the regulatory regime in the Netherlands, neither the Managers nor the Selling Shareholder accept responsibility whatsoever for the contents of this prospectus nor for any other statement made or purported to be made by any of them or on their behalf in connection with us, the Selling Shareholder or the Shares. The Managers and the Selling Shareholder accordingly disclaim all and any liability whether arising in tort or contract (save as referred to above) which they might otherwise have in respect of this prospectus or any such statement. The distribution of this prospectus and the offer of the Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions, including those set out in the section “Transfer and Selling Restrictions”. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In connection with the Offering, Merrill Lynch International, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by law, over-allot or effect other transactions which stabilise or maintain the market price of the Shares or any options, warrants or rights with respect to, or interests in, the Shares, in each case at a higher level than might otherwise prevail in the open market.
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