PARIS--(BUSINESS WIRE)--Regulatory News:
Vivendi (Paris:VIV):
As announced, the shares of Canal+, Havas NV and Louis Hachette group started trading on December 16th on the London Stock Exchange, Euronext Amsterdam and Euronext Growth (Paris), respectively. The opening stock prices are as follows:
- Canal+: GBP 2.90 per share, or EUR 3.49 per share1;
- Havas NV: EUR 1.80 per share;
- Louis Hachette Group: EUR 1.20 per share.
Given the opening stock price of the Havas NV share, Vivendi confirms that the distribution in kind of the Havas NV shares to Vivendi shareholders will be paid as planned on the basis of one Havas NV share for each eligible Vivendi share. Therefore, each Vivendi shareholder entitled to participate in the spin-off will receive, for each Vivendi share held, one Canal+ share, one Havas NV share and one Louis Hachette Group share, while retaining its Vivendi share.
For shareholders who are French resident individuals and do not hold their Vivendi shares through a share savings plan (plan d’épargne en actions – “PEA”), it is further specified that:
- for each Canal+ share allocated as part of the Vivendi spin-off, the portion considered as distributed income (revenu distribué) remains unchanged at EUR 2.35 per share, and the portion considered as return of capital (remboursement d’apport) which does not constitute income and is therefore, in principle, not subject to taxation but rather reduces the tax cost basis of the Vivendi share2, amounts to EUR 1.14 per share (i.e., the difference between the opening stock price and the portion considered as distributed income); the tax cost basis of the Canal+ share will correspond to the opening stock price on December 16th, i.e., GBP 2.90 per share or EUR 3.49 per share1;
- for each Havas NV share distributed as part of the Vivendi spin-off, the portion considered as distributed income (revenu distribué) remains unchanged at EUR 1.18 per share, and the portion considered as return of capital (remboursement d’apport) which does not constitute income and is therefore, in principle, not subject to taxation but rather reduces the tax cost basis of the Vivendi share2, amounts to EUR 0.62 per share (i.e., the difference between the opening stock price and the portion considered as distributed income); the tax cost basis of the Havas NV share will correspond to the opening stock price on December 16th, i.e., EUR 1.80 per share;
- for each Louis Hachette Group share allocated as part of the Vivendi spin-off, the portion considered as distributed income (revenu distribué) remains unchanged at EUR 0.74 per share, and the portion considered as return of capital (remboursement d’apport) which does not constitute income and is therefore, in principle, not subject to taxation but rather reduces the tax cost basis of the Vivendi share2, amounts to EUR 0.46 per share (i.e., the difference between the opening stock price and the portion considered as distributed income); the tax cost basis of the Louis Hachette Group share will correspond to the opening stock price on December 16th, i.e., EUR 1.20 per share;
- as a result, for such shareholders, the portion of the allocation of shares considered as a taxable distribution will generally be subject to the single 30% flat tax (prélèvement forfaitaire unique)3 (unless the individual shareholder opts for taxation under the standard progressive income tax regime), which represents a total amount of EUR 1.28 for the three shares, calculated as follows: 2.35 x 30% (Canal+) + 1.18 x 30% (Havas) + 0.74 x 30% (LHG) = EUR 1.28.
Shareholders who are French resident individuals and hold their Vivendi shares through a PEA will receive their Canal+, Havas NV and Louis Hachette Group shares on the securities account of their PEA. The allocation of the Canal+ and Louis Hachette Group shares pursuant to the partial demergers of Canal+ and Louis Hachette Group and the distribution of the Havas NV shares should not constitute taxable events. Shareholders should consult with their usual tax advisor to assess the consequences resulting from a withdrawal from, or closure of, their PEA.
Vivendi published several questions and answers regarding the allocation of Canal+ shares to the shareholders of Vivendi pursuant to the partial demerger of Canal+, which provide, in particular, further explanation on the manner in which Canal+ shares could be sold on the London Stock Exchange and their treatment for PEA purposes (available at www.vivendi.com/actionnaires-investisseurs/actionnaires-individuels/).
Shareholders of Vivendi should consult their usual tax advisors and read the developments regarding the tax consequences of the allocation of the Canal+ and Louis Hachette Group shares and the distribution of the Havas NV shares included in the prospectuses prepared by Canal+ (available at www.canalplusgroup.com) and Havas NV (available at www.havas.com) and in the information documents prepared by Louis Hachette Group (available at www.louishachettegroup.com) and Vivendi (available at www.vivendi.com).
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).
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.
1 Exchange rate published by the European Central Bank as of December 13, 2024: GBP 1 = EUR 1.2042.
2 Shareholders for which the aggregate amount of the returns of capital would exceed the tax cost basis of their Vivendi shares, as well as shareholders who benefited from a rollover (sursis d’imposition) or a tax deferral (report d’imposition), should consult their tax advisor to determine the tax consequences resulting from such circumstances.
3 In addition to which the exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus) should be added for shareholders who are subject thereto, as the case may be.