Central European Media Enterprises LTD. announces an exchange of senior convertibles notes due 2013 for senior convertible notes

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June 24, 2011, Hamilton, Bermuda

Central European Media Enterprises Ltd. (“CME”) (NASDAQ/Prague Stock Exchange: CETV) today announced its agreement to repurchase, in privately negotiated transactions, approximately $52.3 million aggregate principal amount of its 3.50% senior convertible notes due 2013 (the “2013 notes”).  In exchange for their 2013 notes, holders will receive approximately $52.3 million aggregate principal amount of 5.0% senior convertible notes due 2015 (the “2015 notes”) and cash consideration of approximately $4.6 million, including a net interest payment in respect of accrued interest on the 2013 notes and the 2015 notes. The exchange is being conducted pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended (the "Securities Act") and is expected to complete on June 30, 2011. 

CME initially issued $206.3 million aggregate principal amount of 2015 notes on February 18, 2011, as reported on a Form 8-K filed on February 22, 2011.  The 2015 notes pay interest semi-annually at 5.0% per annum and mature on November 15, 2015. Upon the occurrence of certain specified events, the 2015 notes are convertible at an initial conversion price of $50.00 per share of CME’s Class A common stock. The 2015 notes are senior obligations of CME and will rank equally in right of payment with its existing and future senior debt.  The 2015 notes are jointly and severally guaranteed on a senior basis by two of CME’s wholly-owned subsidiaries and are secured by a security interest in the shares of the two subsidiary guarantors.

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 to existing holders of the 2013 notes pursuant to Section 3(a)(9) of the Securities Act. The 2015 notes, the subsidiary guarantees and the shares of CME’s 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.

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