Groupe AB SA
Ticker:ABG 144 avenue du President Wilson
Exchange:New York Stock Exchange La Plaine Saint Denis, Foreign 93213
Industry:Service

Type of Shares:American Depositary Receipts Filing Date:11/14/96
U.S. Shares:7,840,000 Offer Date:12/11/96
Non-U.S. Shares:3,360,000 Filing Range:$21.00 - $24.00
Primary Shares:8,900,000 Offer Price:$21.00
Secondary Shares:2,300,000 Gross Spread:$1.10
Offering Amount: $252,000,000 Selling:$0.60
Expenses:$5,130,000 Reallowance:$0.10
Shares Out After:50,651,360

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797

Auditor: Price Waterhouse
6 Month Ending Financials
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/96
Revenue:$160.35$65.86Assets:$360.98
Net Income:$31.89$14.29Liabilities:$225.94
EPS:$0.76$0.34Equity:$135.04

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the largest independent producer and distributor of television programming in France. It creates, develops, produces and acquires television programming, which it has entered recently. The company believes that it has one of the largest libraries of French-language television programming in the world. The company also capitalizes on the popularity of its most successful series and characters by developing and merchandising products such as music recordings, videocassette recordings, magazines and toys. In July 1996, the company acquired Hamster, positioning itself as the leading producer of prime time programming in France. Building upon its production and distribution activities, the company intends to launch by the end of 1996 a subscription-based direct-to-home digital offering of 18 thematic channels through its wholly-owned subsidiary, AB Sat. AB Sat has been broadcasting thematic channels digitally by satellite on a free-to-air basis since April 1996, and is distributing some of its channels through cable operators in France, Switzerland and Belgium.

Use of Proceeds
The proceeds from the proposed offering will be used for the development of AB Sat, working capital to Hamster and the balance for general corporate purposes including the acquisition of other production companies and programming libraries as opportunities.

Last updated: 12/29/96

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