Central European Media Enterprises to Offer $425 Million of Senior Convertible Notes

Central European Media Enterprises to Offer $425 Million of Senior Convertible Notes

HAMILTON, Bermuda, March 3 /PRNewswire-FirstCall/ -- Central European Media Enterprises Ltd. ("CME") (Nasdaq/Prague Stock Exchange: CETV) today announced that it intends to offer, subject to market and other considerations, $425 million aggregate principal amount of senior convertible notes due 2013. CME also expects to grant the initial purchasers an option to purchase up to $50 million aggregate principal amount of additional notes to cover over-allotments. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The notes will pay interest semi-annually, and will mature on March 15, 2013. Prior to December 15, 2012, the notes will be convertible upon specified events and, thereafter, at any time. Upon conversion, CME will have the right to deliver (i) shares of CME's Class A common stock, or (ii) cash and, if applicable, shares of CME's Class A common stock.

The notes will be senior obligations of CME and will rank equally in right of payment with its existing and future senior debt. The notes will be jointly and severally guaranteed on a senior basis by two of CME's wholly-owned subsidiaries. The notes will be secured by a security interest in the shares of the two subsidiary guarantors and certain contractual claims of CME.

In connection with this offering, CME plans to enter into capped call transactions with one or more counterparties, which will include the initial purchasers or their affiliates. The capped call transactions are expected to reduce the potential dilution upon conversion of the notes.

CME intends to use net proceeds from the offering to purchase additional ownership interests in CME's operations in Ukraine and for general corporate purposes. A portion of the net proceeds from this offering will also be used to pay the cost of the capped call transactions entered into in connection with the offering of the notes. If the initial purchasers exercise their option to purchase additional notes to cover over-allotments, CME expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with respect to the shares of its Class A common stock initially issuable upon conversion of the additional notes.

In connection with hedging the capped call transactions, CME expects that the counterparties or their affiliates will purchase shares of CME's Class A common stock in secondary market transactions and/or enter into various derivative transactions with respect to shares of CME's Class A common stock preceding, concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of CME's Class A common stock concurrently with or following the pricing of the notes. In addition, the counterparties may modify or unwind their hedge positions by purchasing or selling CME's Class A common stock in secondary market transactions and/or entering into or unwinding various derivative transactions following the pricing of the transaction (and are likely to do so during any cash settlement averaging period related to conversion of the notes).

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offer of the securities will be made only by means of an offering memorandum. The notes, the subsidiary guarantees and the shares of CME Class A common stock issuable upon conversion have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

First Call Analyst:
FCMN Contact:

Source: Central European Media Enterprises Ltd.

CONTACT: Romana Tomasova, Director of Corporate Communications, Central
European Media Enterprises, +44 20 7430 5357, romana.tomasova@cme-net.com

Web site: http://www.cetv-net.com/

---

Profile: International Entertainment