Regulatory News:
Vivendi’s (Paris:VIV) Management Board today presented to the
Supervisory Board an update on the feasibility study of the split
project announced on December 13, 2023.
As a reminder, since the distribution and listing of Universal
Music Group (UMG) in 2021, Vivendi has endured a significantly high
conglomerate discount, substantially reducing its valuation and
thereby limiting its ability to carry out external growth
transactions for its subsidiaries. Canal+, Havas and Lagardère are
currently experiencing strong growth in an international context
marked by numerous investment opportunities. To fully unleash the
development potential of all its activities, in December 2023,
Vivendi initiated the feasibility study of a split project where
Canal+, Havas and a company grouping the assets in publishing and
distribution would become independent entities listed on the stock
market.
To date, the study has demonstrated the feasibility of
this project under satisfactory conditions and
identified the most suitable stock exchanges for
these three companies once separated from Vivendi, considering the
nature of their activities and their international exposure.
All three of these companies would keep the decision-making
center of their activities, as well as their operational teams, in
France: Canal+ and Havas, although listed outside of France, would
remain French tax residents for French corporate income tax
purposes.
- Canal+ would be listed on the London Stock
Exchange to reflect the company’s international dimension,
particularly as part of the ongoing combination with MultiChoice.
With close to two thirds of its subscribers outside of France, a
film and TV series distribution network present on all continents,
and growth drivers resulting from its recent developments on the
African, European and Asia-Pacific markets, a London-based listing
would represent an attractive solution for international investors
likely to be interested in the group. Canal+ would remain a
company incorporated and taxed in France and would not be
subject to mandatory stock market regulations on public offers in
either the United Kingdom or France. Furthermore, Canal+, depending
on the success of its public tender offer for MultiChoice, could be
subject to a secondary listing on the Johannesburg stock
market.
- Havas, with the majority of its activities being carried
out internationally, would be listed as a Dutch public limited
liability company (NV) on the Euronext Amsterdam stock
exchange, which already witnessed UMG’s success. Havas NV would be
subject to Dutch stock market regulations and adhere to the Dutch
Corporate Governance Code. As a result, Havas would be in the best
possible position to carry out its new global strategy, Converged,
continue its solid growth as well as its strong commercial and
creative momentum, and stabilize its share capital, ensuring its
sustainability for its talents and clients. To this end, a Dutch
legal foundation would guarantee the preservation of the group’s
independence and identity, and multiple voting rights, initially
double after two years of holding, then quadruple two years later,
would be offered to long term committed shareholders, taking into
account the length of time the Vivendi shares were held for the
double voting rights.
- A newly named company, Louis Hachette Group1, would
bring together the assets owned by Vivendi in publishing and
distribution, i.e., the Group’s 63.5% shareholding today in
Lagardère SA and 100% of Prisma Media. This company would be listed
on Euronext Growth in Paris, consistent with the continued
listing of its subsidiary Lagardère SA on the regulated market of
Euronext Paris.
In this configuration, Vivendi would remain a leading
player within the creative and entertainment industries, listed on
the regulated market of Euronext Paris. Vivendi would
continue to develop and transform Gameloft and actively manage a
portfolio of investments (foremost among them being UMG) in sectors
perfectly familiar to its teams for many years, while having the
means and ambition to initiate new investments in related
activities. Vivendi would also retain the minority interest it
could acquire in Lagardère SA through the exercise of the transfer
rights issued as part of the 2022 public tender offer, which remain
exercisable until June 15, 2025. Vivendi would also provide a
certain number of services to the three listed companies resulting
from the split.
Tax issues related to this project are still being studied.
The procedures for informing and consulting the employee
representative bodies of the concerned Group entities will now be
initiated on this project. It is reminded that at this stage,
and according to applicable law, no decision to carry out this
project has been, or can be, taken, and that no further action,
even potential, can be presumed with regard to this
project.
In parallel with the procedures for informing and consulting the
employee representative bodies, a number of discussions will be
organized with tax and regulatory authorities, including stock
exchange regulators.
If this project were to proceed following the information and
consultation procedure, a decision could be taken at the end of
October 2024 with the aim of submitting it to an Extraordinary
Shareholders’ Meeting which could be held in December 2024. This
transaction would therefore only be carried out if it were to be
approved, during this Shareholders’ Meeting, by a two-thirds
majority of the shareholders. To date, no regulatory
authorizations have been identified as being required for this
project to be executed.
In line with the strategic plan aimed at enabling the Group’s
different businesses to seize investment opportunities in future,
post-split, Canal+ and Havas would have virtually zero net debt,
with the exception of the debt put in place by Canal+ for the
MultiChoice public tender offer. Louis Hachette Group would have no
debt of its own except for Lagardère’s net debt of approximately €2
billion which has recently been refinanced. Following the split,
Vivendi could have a net debt of around €1.5 to €2 billion.
If approved by the Extraordinary Shareholders’ Meeting, the
allocation of the shares in the various companies concerned to
Vivendi’s shareholders and their listing on the stock market, are
expected to take place in the days following such meeting2.
Following the allocation of the shares of the entities resulting
from the split, the Bolloré group would hold approximately 30.6% of
the share capital and voting rights of Canal+ and Louis Hachette
Group. It would hold approximately 30.6% of the share capital of
Havas NV and could, due to the double voting rights, hold over 40%
of the voting rights. The implementation of this project is not
expected to lead to the launching of a public tender offer for
Vivendi or for any of its separated entities. The contribution of
the majority stake of Lagardère SA’s share capital to Louis
Hachette Group will be the subject of a request to the AMF for an
exemption from the mandatory public tender offer requirement, based
on a rationale specific to a split transaction.
About Vivendi
Since 2014, Vivendi has been building a world-class content,
media and communications group. Canal+ Group is a major player in
the creation and distribution of cinema and audiovisual content on
all continents. With Lagardère, Vivendi is the world’s
third-largest book publisher for the general public and educational
markets, and a leading global player in travel retail. Havas is one
of the largest global communications groups with a presence in more
than 100 countries. Vivendi is also active in the magazine business
(Prisma Media), and in video games (Gameloft). It also owns a
global digital content distribution platform (Dailymotion) and a
subsidiary dedicated to providing very high-speed Internet access
in Africa (GVA). Vivendi’s various activities work closely together
as an integrated group committed to transforming its businesses to
meet the expectations of the public and anticipate constant
changes. As a committed group, Vivendi contributes to building more
open, inclusive, and responsible societies by supporting diverse
and inventive creative works, promoting broader access to culture,
education, and its industries, and increasing awareness of 21st
century challenges and opportunities. www.vivendi.com.
Important disclaimers
This press release contains forward -looking statements with
respect to Vivendi’s financial condition, results of operations,
business, strategy, plans and outlook, including the impact of
certain transactions such as the split and listing projects, as
well as related operations. Although Vivendi believes that such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of completion of the split and
listing projects nor of Vivendi’s future performance. Actual
results may differ materially from the forward-looking statements
as a result of a number of risks and uncertainties, many of which
are outside our control, including, but not limited to, the risks
related to obtaining regulatory, administrative, third - party or
any other approvals, and the risks described in the documents of
the Group filed by Vivendi with the Autorité des Marchés Financiers
(the French securities regulator), which are also available in
English on Vivendi’s website (www.vivendi.com). Investors and
security holders may obtain a free copy of documents filed by
Vivendi with the Autorité des Marchés Financiers at
www.amf-france.org, or directly from Vivendi. Accordingly, we
caution readers against relying on such forward-looking statements.
These forward-looking statements are made as of the date of this
press release. Vivendi disclaims any intention or obligation to
provide, update or revise any forward- looking statements, whether
as a result of new information, future events or otherwise. This
press release does not contain or constitute an offer of securities
or a solicitation of an offer to subscribe to or purchase, nor an
invitation to sell, buy, or subscribe to securities in France or
abroad. This press release must in no way be interpreted as a
recommendation to readers.
The dissemination of this press release may be restricted,
limited, or prohibited by law in certain states, and anyone wishing
to distribute it must inform themselves about the existence of such
restrictions, limitations, or prohibitions, and adhere to them. Any
failure to do so may constitute a violation of the applicable
securities regulations in those states.
Unsponsored ADRs. Vivendi does not sponsor an American
Depositary Receipt (ADR) facility in respect of its shares. Any ADR
facility currently in existence is “unsponsored” and has no ties
whatsoever to Vivendi. Vivendi disclaims any liability in respect
of any such facility.
This document has been certified by Vivendi SE using the
blockchain and Nodle Connecting SDK’s Click solution to ensure its
authenticity. View this certificate of authenticity by logging in
to https://www.certification.vivendi.com or using a blockchain
explorer such as https://etherscan.io or
https://www.blockchain.com.
______________________________ 1 In reference to Louis Hachette,
the founder of the eponymous publishing group, inventor of the
modern concept of travel retail and of one of the first general
public leisure magazines. 2 In accordance with the applicable law,
Vivendi’s treasury shares would not benefit from this
allocation.
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