Endemol NV seeks IPO

Telefonica SA
10 November 2005

Not for release, publication or distribution in the United States of America,
Australia, Canada or Japan







Press release

Hilversum, November 10, 2005





   Endemol N.V. seeks Initial Public Offering ('IPO') and listing on Euronext
                                   Amsterdam


  • The IPO will increase visibility of Endemol's business through public
    valuation



  • The IPO will increase ability to align management objectives with company
    strategy and will provide key staff with appropriate incentives to deliver
    shareholder value



  • The IPO comprises a global offering of a minority part of the existing
    ordinary shares to be sold by Endemol Investment B.V. (no issue of new
    shares) to institutional investors



  • The offer price is expected to be in the range of EUR 8.80 - EUR 12.80 per
    share



  • The subscription period for the offering (which is open to institutional
    investors only) has opened on 10 November 2005; Trading is expected to
    commence on or about 22 November 2005



Endemol N.V. ('Endemol' or the 'Company'), a global leader in television and
other audiovisual entertainment, announced today that application has been made
for all 125,000,000 existing ordinary shares of Endemol N.V. to be listed on
Euronext Amsterdam. The global offering to institutional investors will be made
at an offer price to be expected in the range of EUR 8.80 - EUR 12.80 per
ordinary share.



A minority part of the existing ordinary shares will be offered only to
institutional investors during a subscription period that has opened on 10
November 2005 and will close on or about 21 November 2005. Trading of the shares
on Eurolist by Euronext Amsterdam N.V. ('Eurolist by Euronext') is expected to
commence on or about 22 November 2005. A prospectus will be available to the
public in due course. The subscription period and therefore the expected
timetable for the offering are subject to acceleration or extension at the
Company's discretion.




The proceeds of the sale of the shares will fully accrue to the selling
shareholder, Endemol Investment B.V., 99.7% indirectly owned by Telefonica S.A.
The exact number of existing ordinary shares offered by the selling shareholder
will be determined by the end of the book-building process which is expected to
be on or about 21 November 2005 and will be announced in a press release and in
an advertisement in the daily official list of Euronext Amsterdam and in a
national newspaper. After the listing and share offering, Telefonica will
maintain indirect control over Endemol.



Joaquim Agut Bonfills, CEO of Endemol:

'We are very pleased with the anticipated listing, which constitutes an
important step for Endemol as a global entertainment company. This is the result
of hard work by our employees worldwide. The anticipated listing will increase
the visibility of our business and enhance the ability to align management
objectives with company strategy.'



Company overview, products, strategy and objectives.

Endemol is a global leader, developer and producer of television and other
audiovisual entertainment formats. It creates premium entertainment ideas and
sells them to the world's leading broadcasters. The Company produces shows based
on such ideas to high standards, creating hits with strong brand value.
Subsequently, it exploits the value of its brands across other media and
communication platforms, including, for example, mobile phones and the Internet.




Among Endemol's most successful formats are Big Brother, Fear factor and Deal or
No Deal. Big Brother, first aired six years ago, has been produced in 36
countries and has been constantly rejuvenated, providing an important base for
exploitation on other platforms. Fear factor, developed by Endemol USA from an
existing Dutch Endemol format, has become a very successful prime-time network
reality show in the United States. Deal or No Deal has emerged as one of the
most popular game shows in the world and has been produced in 26 countries.
Other well known Endemol produced formats include Extreme Makeover: Home
Edition, Operacion Triunfo, Call TV (with all of its local variants), Changing
Rooms, Ready Steady Cook, Domino Day, 1 vs. 100, Vivere and Cento Vetrine.



Endemol is active in three business areas: non-scripted television, which
accounted for 78.7% of its turnover in 2004; scripted television, which
accounted for 12.3% of its turnover in 2004; and digital media, which accounted
for 9.0% of its turnover in 2004.



Endemol leverages on its key competitive strengths to sustain and improve its
leadership position: creativity and intellectual property; production expertise;
global network and presence; entrepreneurial management supported by strong
internal structures and processes; strong market relationships across a variety
of countries and platforms; and a solid track record and market leadership.



As a consequence of the corporate reorganisation that took place prior to the
offering, the French Endemol business has been separated from the rest of the
Company and will not be part of the listed Endemol N.V. However, the existing
operational and creative relationships between the French Endemol business and
Endemol N.V. will remain in place.



Endemol Key Figures
(EUR in millions)                             Year ended 31 December                  Nine months ended
                                                                                      30 September
                                              2002      2003      2004      2004      2004*     2005
                                              (Dutch    (Dutch    (Dutch
                                              GAAP)     GAAP)     GAAP)     (IFRS)     (IFRS)    (IFRS)
Net Turnover                                  708.4     739.7     850.9     850.9     585.8     615.8
EBITDA                                        89.7      127.2     139.1     132.4     102.1     111.3
Operating Result                              67.7      107.7     116.5     117.2     92.8      99.8
Net Income Attributable to Shareholders       36.0      63.1      61.9      64.5      52.0      59.8
Net Financial Debt / (Cash)                   129.0     63.9      8.7       11.8      (14.3)    83.8
Capital Expenditure                           14.8      12.0      15.2      15.2      10.7      7.1

* Unaudited



Management

The Management Board of Endemol is headed by Joaquim Agut Bonsfills (Chairman
and Chief Executive Officer), who has joined the Endemol Group in February 2004.
The other members of the Management Board are Peter Bazalgette (Chief Creative
Officer) and Tom Barnicoat (Chief Operating Officer).

The Supervisory Board comprises Santiago Fernandez Valbuena, Luis Badia Almirall
and Gert Smit.

Listing and global offering details

Application has been made for all existing 125,000,000 ordinary shares of
Endemol, with a nominal value each of EUR 0.10, to be listed on Eurolist by
Euronext.



A minority part of the existing ordinary shares (including over-allotment
option) will only be offered to institutional investors outside the United
States, Canada, Japan and Australia in reliance on Regulation S and to qualified
institutional buyers within the United States in reliance on Rule 144A. Endemol
is a 99.7% indirect subsidiary of Telefonica S.A. ('Telefonica'), through
Endemol Holding N.V. and Endemol Investment B.V., the selling shareholder.



In accordance with market practice, the Company and the selling shareholder have
entered into a lock-up agreement for the 180 day period following the completion
of the offering.



In connection with the offering, the selling shareholder will grant to the
managers in the offering, an over-allotment option to purchase additional shares
representing 12% of the number of shares to be offered exercisable in whole or
in part(s) within 30 days of the date of commencement of trading.



The subscription period for the shares has opened on 10 November 2005 and will
close on or about 21 November 2005 as of 5.00 p.m. CET. The offer price will be
determined on the basis of the book-building process. The offer price and the
exact number of shares offered will be announced in a press release and in an
advertisement in the daily official list of Euronext Amsterdam and in a national
  newspaper following the termination of the subscription period which is
expected to be on or about 21 November 2005 . The first day of trading is
expected to be on or about 22 November 2005 (Eurolist by Euronext symbol: EML).
The subscription period and therefore the expected timetable for the offering
are subject to acceleration or extension at the Company's discretion.



Endemol N.V. will not receive any of the proceeds from the sale of the shares.



A prospectus prepared pursuant to the prospectus directive will be made
available in due course, which, when made available, can be obtained in hard
copy at the following offices:


Endemol N.V.                     Merrill Lynch International          ABN AMRO Bank N.V.
Bergweg 70                       Merrill Lynch Financial Centre       Service Desk MF 7020
1217 SC Hilversum                Equity Capital Markets               Kemelstede 2
The Netherlands                  2 King Edward Street                 4817 ST Breda
Facsimile:[phone]         London EC1A 1HQ                      The Netherlands
E-mail:                          United Kingdom                       Facsimile: [phone]
[e-mail]           Facsimile: [phone]          E-mail: so.servicedesk.c&
                                                                      [e-mail]





An electronic version of the prospectus will be made available in due course to
residents of the Netherlands only at: www.euronext.com. The availability of the
prospectus will be announced in a press release and in an advertisement in the
daily official list of Euronext Amsterdam and in a national newspaper.



As this is a share offering to institutional investors, please note that retail
investors will not be able to subscribe for the offered existing ordinary
shares, but will be able to buy shares as of the first day of trading on
Eurolist by Euronext Amsterdam, which is expected to be on or about 22 November
2005.



Merrill Lynch International will be the Global Coordinator and Lead Bookrunner
of the offering. The Company has also appointed ABN AMRO Rothschild and Credit
Suisse First Boston (Europe) Limited as Joint Bookrunners of the offering. Banco
Bilbao Vizcaya Argentaria, S.A., ING Bank N.V., Lehman Brothers International
(Europe) and Mediobanca - Banca di Credito Finanziario S.p.A. ('Mediobanca') are
the Co-Lead Managers in connection with the offering.



_______________

For more information:

Endemol Holding, Jeroen van Waardenberg, tel. [phone].



ABOUT ENDEMOL

Endemol is a global leader in television and other audiovisual entertainment.
The Company creates premium entertainment ideas and sells them to the world's
leading broadcasters. Endemol then produces shows based on such ideas to high
standards, creating hits with strong brand value. Subsequently, the Company
exploits the value of its brands across other media and communications
platforms, including, for example, mobile phones and the Internet.



Endemol, with its head office in Hilversum, the Netherlands, now has
subsidiaries and joint ventures in 22 countries, including the United Kingdom,
the United States, Spain, Italy, Germany and the Netherlands, as well as in
Latin America, South Africa and Australia.



Since the summer of 2000 Endemol has been part of the Telefonica group.
Telefonica is one of the largest telecommunication operators in the world in
terms of market capitalisation. Its activities are centered mainly on the fixed
and mobile telephony businesses with broadband as the key tool for the
development of both of these. Telefonica has a significant presence in 17
countries and a customer base that amounts to more than 145 million accesses.







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 OF AMERICA, 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 OF AMERICA, AUSTRALIA, CANADA, OR JAPAN.



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 (THE 'SECURITIES ACT') 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 MAY CONTAIN CERTAIN 'FORWARD-LOOKING STATEMENTS' WHICH
INCLUDES ALL STATEMENTS THAT DO NOT RELATE SOLELY TO HISTORICAL OR CURRENT
FACTS. ALL 'FORWARD-LOOKING STATEMENTS' RELY ON A NUMBER OF ASSUMPTIONS
CONCERNING FUTURE EVENTS AND ARE SUBJECT TO A NUMBER OF UNCERTAINTIES AND OTHER
FACTORS, MANY OF WHICH ARE OUTSIDE OUR CONTROL THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM SUCH STATEMENTS. WE UNDERTAKE NO OBLIGATION TO
PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF
NEW INFORMATON, FUTURE EVENTS OR OTHERWISE. THIS PRESS RELEASE MAY NOT BE
DISTRIBUTED, PUBLISHED OR REPRODUCED IN WHOLE OR IN PART TO UNITED STATES
PERSONS OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.



THIS DOCUMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS FOR THE PURPOSES OF
APPLICABLE MEASURES IMPLEMENTING DIRECTIVE 2003/71/EC (THE 'PROSPECTUS
DIRECTIVE'). A PROSPECTUS PREPARED PURSUANT TO THE PROSPECTUS DIRECTIVE WILL BE
MADE AVAILABLE IN DUE COURSE, WHICH, WHEN MADE AVAILABLE, CAN BE OBTAINED IN
HARD COPY AT THE OFFICES OF THE COMPANY (ENDEMOL N.V., BERGWEG 70, 1217 SC
HILVERSUM, THE NETHERLANDS, FACSIMILE: [phone], E-mail:
[e-mail]), AT MERRILL LYNCH (MERRILL LYNCH FINANCIAL CENTRE,
EQUITY CAPITAL MARKETS, 2 KING EDWARD STREET, LONDON EC1A1HQ, UNITED KINGDOM,
FACSIMILE: [phone]) AND AT ABN AMRO BANK N.V. (SERVICE DESK MF 7020,
KEMELSTEDE 2, 4817 ST BREDA, THE NETHERLANDS, FACSIMILE: [phone],
E-mail: so.servicedesk.c&[e-mail]). THE PROSPECTUS WILL BE MADE
AVAILABLE TO DUTCH RESIDENTS ONLY ON THE WEBSITE OF EURONEXT (WWW.EURONEXT.COM).




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