Vivendi Proposes Strategic Spin-Off of Canal+, Havas, and Louis Hachette Group Ahead of Key Listings

Vivendi Proposes Strategic Spin-Off of Canal+, Havas, and Louis Hachette Group Ahead of Key Listings

(IN BRIEF) Vivendi has called for a shareholder vote on December 9, 2024, to approve the spin-off of Canal+, Havas, and the Louis Hachette Group. Canal+ plans a London Stock Exchange listing on December 16, following a November 18 Capital Markets Day to present its strategy, despite challenges from the loss of certain contracts and channels. Havas, targeting Euronext Amsterdam on the same date, projects revenue recovery in 2025 after a flat 2024 and aims for consistent shareholder returns. Louis Hachette Group, preparing for its Euronext Growth listing, prioritizes deleveraging and steady dividends. Vivendi will remain listed on Euronext Paris, focusing on improving shareholder value through strategic dividends and optimizing its financial profile.

(PRESS RELEASE) PARIS, 19-Nov-2024 — /EuropaWire/ — Vivendi is inviting its shareholders to vote on a proposed spin-off of its subsidiaries Canal+, Havas, and Louis Hachette Group at a Combined General Shareholders’ Meeting scheduled for December 9, 2024. This strategic move aims to enhance the independence and market positioning of these entities, while Vivendi focuses on improving its own attractiveness and shareholder returns.

Canal+: Expanding Horizons

Canal+ will host a Capital Markets Day on November 18, 2024, where it will outline its strategy ahead of the planned listing of its shares on the London Stock Exchange on December 16, 2024. Canal+ has published its prospectus, approved by the UK Financial Conduct Authority (FCA), along with supplementary updates addressing financial trends, management changes, and UK tax implications.

While Canal+ anticipates steady revenue growth in 2024, organic growth in 2025 is expected to face challenges from the discontinuation of the French free-to-air channel C8 and certain content sublicensing agreements. However, the company expects medium-term revenue and EBITA margins to improve, supported by cost optimization and operational efficiencies.

Notably, Canal+ sees its potential acquisition of MultiChoice as a key growth driver, particularly in Africa, offering additional revenue streams and cost synergies.

Havas: Strengthening Financial Fundamentals

Havas will hold its Capital Markets Day on November 19, 2024, ahead of its planned listing on Euronext Amsterdam on December 16, 2024. The agency forecasts stable to slightly negative organic net revenue growth for 2024, followed by a recovery in 2025 with over 2% organic growth. Adjusted EBIT for 2024 is expected to exceed €330 million, with a target EBIT margin of 12.5% to 13.5% in 2025.

Havas plans to implement a dividend policy aligned with its growth profile, aiming to distribute approximately 40% of 2024 net income to shareholders in 2025 while maintaining its ability to fund strategic developments.

Louis Hachette Group: Driving Value Creation

The Louis Hachette Group, managing Vivendi’s stakes in Lagardère (66.53%) and Prisma Media (100%), is preparing for its listing on Euronext Growth (Paris). Its strategy focuses on gradual deleveraging of Lagardère and steady dividend payouts, targeting a distribution of at least 85% of dividends received as a controlling shareholder.

Vivendi’s Continued Focus

Vivendi, which will remain listed on Euronext Paris, is positioning itself to attract investors with a strategy of optimizing shareholder returns and considering extraordinary dividends when appropriate. For fiscal year 2024, the company plans to propose a dividend ensuring a return of approximately 1.5%.

Unaudited illustrative financial data included in Vivendi’s published documents reflect the economic impact of losing control over the spun-off entities.

Capital Markets Days and Listings

Each entity will provide detailed updates and insights during their respective Capital Markets Days, accessible via live broadcasts. These events aim to engage stakeholders and outline the growth trajectories of the newly independent companies.

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 does 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.

Media Contact:

Solange MAULINI
Director, Press and Shareholders Relations
solange.maulini@vivendi.com
+33 1 71 71 11 73

SOURCE: VIVENDI