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 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.
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Contacts:
Vivendi
