Canal+, Havas and Louis Hachette Group to be
listed on December 16
Regulatory News:
The Combined General Shareholders Meeting of Vivendi
(Paris:VIV), held today under the chairmanship of Yannick Bolloré,
approved by more than 97.5% of the votes the separation from
Vivendi of Canal+, Havas and Louis Hachette Group (the company
bringing together the 66.53% investment in Lagardère and 100% of
Prisma Media). The first trading day for the shares of these three
companies will therefore take place, as announced, on December 16,
2024, respectively on the London Stock Exchange, Euronext Amsterdam
and Euronext Growth Paris.
With a quorum of 71.96% of shareholders present or represented,
the two resolutions requiring approval by a two-thirds majority of
votes, namely those regarding partial asset contributions subject
to the French legal regime applicable to partial demergers (apport
partiel d’actifs soumis au régime des scissions), have been
overwhelmingly adopted with 97.57% of the votes for the Canal+
partial demerger and with 97.58% for the Louis Hachette Group
partial demerger. The resolution regarding the distribution in kind
of Havas NV shares to the Vivendi shareholders, requiring the
approval of a simple majority of votes, was adopted with 97.61% of
the votes.
Yannick Bolloré said: “We are delighted with the very high
adoption rate of our spin-off project. This undisputable result
confirms the strong support of our shareholders for this
transformative transaction.
The Supervisory Board would like to warmly thank Arnaud de
Puyfontaine and the whole Management Board, all the teams involved
in this project, our different advisors and our shareholders for
their trust. We are convinced that this new chapter for Canal+,
Havas and Louis Hachette Group will be very promising and create
value for all stakeholders.”
December 13, 2024 (included) is the last day for investors
wishing to be allocated shares as part of this spin-off to acquire
Vivendi shares. The first listing of the shares of the three
companies will take place on December 16, 2024, at 9 am (Paris
time). The settlement-delivery of the Canal+, Havas NV and Louis
Hachette Group shares to the shareholders of Vivendi entitled to
receive them will take place on December 18, 2024.
January 15, 2025, is the deadline for the payment of social
levies (prélèvements sociaux) and/or non-final withholding tax
(prélèvement non libératoire) or withholding tax (retenue à la
source).
Details of the votes and the video recording of the
Shareholders’ Meeting will be available on the website:
https://www.vivendi.com/en/shareholders-investors/shareholders-meeting/.
Advisors
Coordinators of the Spin-off project: Banque Hottinguer,
BNP Paribas, Crédit Agricole CIB, Evercore, Lazard, Natixis and
Société Générale Lead Financial Advisors: to Canal+:
Barclays, Bank of America, BNP Paribas, Evercore and Lazard to
Havas: Citi, Morgan Stanley and Société Générale to Louis Hachette
Group: BNP Paribas, Crédit Agricole CIB and Goldman Sachs Bank
Europe SE to Vivendi SE: Goldman Sachs Bank Europe SE, HSBC and
Natixis Co-financial advisors to Canal+, Havas, Louis
Hachette Group and Vivendi SE: Banque Hottinguer, Barclays, Bank of
America, BNP Paribas, CIC, Crédit Agricole CIB, Citi, Evercore,
Goldman Sachs Bank Europe SE, HSBC, Lazard, Morgan Stanley, Natixis
and Société Générale Other Financial Advisors: Banco
Santander, Commerzbank, Intesa Sanpaolo, J.P. Morgan and Mizuho
Securities Legal advisors to Vivendi: Cabinet Bompoint,
Cleary Gottlieb Steen & Hamilton LLP, Gide and Loyens &
Loeff N.V.
About Vivendi
Since its creation, Vivendi has established itself as a leading
player in content, media, and entertainment, developing a portfolio
of both listed and unlisted assets, each a leader in its market.
Vivendi owns 100% of Gameloft, a world-renowned video game
publisher that successfully develops multi-platform games for
consoles, PCs, and mobile devices. Vivendi's asset portfolio
includes minority stakes in leading publicly traded companies:
Universal Music Group and Banijay Group in content and
entertainment, MediaForEurope, Telecom Italia, Telefónica, and
Prisa in media and telecommunications. Leveraging its strategic and
economic expertise, Vivendi anticipates global dynamics and
participates in the transformations of the sectors in which the
group operates, notably the digital revolution and new consumer
uses of content. Vivendi supports value-creating companies,
offering sustainable prospects and a positive contribution to the
evolution of our society. Guided by a long-term vision and a
constant drive for innovation, Vivendi relies on experienced teams
to identify and support sustainable growth projects. Corporate
Social Responsibility (CSR), a commitment made in 2003, is at the
heart of the group's strategy and shapes each of its decisions.
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 supplemented, as the case may be), 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.
This 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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