Regulatory News:
Vivendi (Paris:VIV) published today an information document in
the context of the separation of Canal+, Havas and Louis Hachette
Group (the company bringing together the 66.53% investment in
Lagardère and 100% of Prisma Media) to be voted at a Combined
General Shareholders’ Meeting to be held on December 9, 2024.
The purpose of this information document is to present Vivendi,
which after the spin-off will remain a major player in the content
and entertainment industries, listed on Euronext Paris.
This document, as well as information relating to this
Shareholders’ Meeting, are made available to shareholders in
accordance with legal and regulatory requirements and can be
accessed via Vivendi’s website at
https://www.vivendi.com/en/shareholders-investors/shareholders-meeting.
It is also reminded that:
- The prospectus prepared by Canal+ and relating to the admission
of the ordinary shares of Canal+ to trading on the London Stock
Exchange, and the French summary of the prospectus, are available
on the Canal+ website (www.canalplusgroup.com);
- The prospectus prepared by Havas and relating to the admission
of the ordinary shares of Havas to trading on Euronext Amsterdam,
and the French summary of the prospectus, are available on the
Havas website (www.havas.fr);
- The information document prepared by Louis Hachette Group and
relating to the admission of the ordinary shares of Louis Hachette
Group to trading on Euronext Growth, and the French summary of the
information document, are available on the Louis Hachette Group
website (www.louishachettegroup.com)
Advisors to Vivendi
Banque Hottinguer, BNP Paribas, Evercore, Lazard and Société
Générale are acting as Coordinators of the Spin-off
project.
Goldman Sachs Bank Europe SE, HSBC and Natixis are acting as
joint Lead Financial Advisors to Vivendi SE.
Bank of America, Barclays, BNP Paribas, CIC, Citi, Crédit
Agricole CIB and Morgan Stanley are acting as Co-Financial
Advisors.
Banco Santander, Commerzbank, Intesa Sanpaolo, J.P. Morgan, and
Mizuho Securities are acting as Other Financial
Advisors.
Cabinet Bompoint, Cleary Gottlieb Steen & Hamilton LLP and
Gide Loyrette Nouel are acting as legal advisers to
Vivendi.
About Vivendi
Vivendi is a global leader in content, media and communications.
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). 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. In December 2023,
Vivendi launched the study of a split project where Canal+ Group,
Havas and Louis Hachette Group, the company grouping the assets in
publishing and distribution, would become independent entities
listed on the stock market. A Shareholders’ General Meeting to be
held on December 9, 2024, will vote on the project.
www.vivendi.com.
Important disclaimers
Shareholders are invited to refer to the prospectuses relating
to the admission of Canal+ SA shares to trading on the London Stock
Exchange and of Havas NV shares to trading on Euronext Amsterdam,
as well as the information document relating to the admission of
Louis Hachette Group shares to trading on Euronext Growth, in order
to fully understand the potential risks and benefits associated
with holding shares in these three companies. These documents are
available to investors free of charge on the respective websites of
Canal+, Havas and Louis Hachette Group. Shareholders are reminded
that the approval of a prospectus or information document by a
competent authority should not be understood as an endorsement of
the company's shares to be admitted to trading on the market in
question. Shareholders are also invited to refer to Vivendi SE's
voluntary information document in order to fully understand the
potential risks and benefits associated with holding Vivendi shares
after the completion of the spin-off of the group. In particular,
shareholders are strongly advised to read the sections of these
prospectuses and information documents describing the risk factors
relating to the issuer and to the shares for which admission to
trading may be sought. They are also advised to read the
descriptions of shareholders' rights in these documents, so that
they can assess the rights they will have as shareholders of Havas
N.V., a Dutch company whose shares will be admitted to trading on a
Dutch regulated market (Euronext Amsterdam), of Canal+, a French
company whose shares will be admitted to trading on a non-EU market
(the London Stock Exchange) and of Louis Hachette Group, a French
company whose shares will be admitted to trading on Euronext
Growth.
This press release is for informational purposes only and does
not constitute an offer or invitation to sell, buy, or subscribe
for Vivendi SE, Canal+ SA, Havas NV or Louis Hachette Group SA
securities, or the solicitation of any vote or approval in any
jurisdiction in connection with the transactions described herein
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The present press release should not under any circumstances be
construed as a recommendation to readers.
This press release is not a prospectus or other offering
document for the purposes of Regulation (EU) 2017/1129 of June 14,
2017 (as amended, the “Prospectus Regulation”) or Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the “UK
Prospectus Regulation”), and the allocation of shares of Canal+ SA,
Havas NV and Louis Hachette Group SA to Vivendi SE shareholders as
part of the transactions described in this press release is
expected to be carried out in circumstances that do not constitute
“an offer of securities to the public” within the meaning of the
Prospectus Regulation or the UK Prospectus Regulations.
The securities of Vivendi SE, Canal+ SA, Havas NV, Louis
Hachette Group SA have not been and will not be registered under
the U.S. Securities Act of 1933 (as amended, the “U.S. Securities
Act”) or the U.S. Investment Company Act of 1940 (as amended, the
“U. S. Investment Company Act“), and neither Vivendi SE, Canal+ SA,
Havas NV nor Louis Hachette Group SA intends to make a public
offering of securities in the United States or to U.S. persons
(”U.S. Persons” within the meaning of Regulation S). This press
release and the Vivendi SE information document to which it refers
do not constitute an offer of securities for sale in the United
States or to U.S. Persons under the U.S. Securities Act.
The distribution of this press release may be restricted,
limited, or prohibited by law in certain jurisdictions, and persons
into whose possession this press release, any document or other
information referred to herein comes should inform themselves about
the existence of such restrictions, limitations, or prohibitions,
and observe any such restrictions. Any failure to do so may
constitute a violation of the applicable securities law and
regulations in those jurisdictions.
This press release is directed solely to persons in the United
Kingdom who (i) have professional experience in matters relating to
investments, such persons falling within the definition of
“investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Financial Promotion Order”) or (ii) are persons
falling within Article 49(2)(a) to (d) of the Financial Promotion
Order or, (iii) other persons to whom an invitation or inducement
to engage in investment activity (within the meaning of Article 21
of the Financial Services and Markets Act 2000) may lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “relevant persons”). This press
release is directed only to relevant persons and must not be relied
on by persons who are not relevant persons.
Investors and security holders may obtain free copies of the
documents filed by Vivendi with the French Financial Markets
Authority (AMF) (www.amf-france.org) or directly from Vivendi.
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.
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