from VIVENDI (EPA:VIV)
Terms of availability of the preparatory documents for the GM
Paris, November 8, 2024
Vivendi publishes its information document as part of the Group’s spin-off project
Vivendi 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 spinoff 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.
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