Vivendi today announced that the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) has approved the prospectus issued by Universal Music Group N.V. (UMG) in connection with the intended admission to trading and official listing of its ordinary shares on Euronext Amsterdam.
The prospectus is now available on the websites of Vivendi (www.vivendi.com/en/shareholders-investors/financial-operations/) and UMG (https://investors.universalmusic.com).
The distribution in kind and the listing of UMG remains conditioned upon the decision by the Vivendi Management Board to pay an interim dividend in kind based on an interim balance sheet prepared as of June 30, 2021, certified by the statutory auditors of the company and showing sufficient distributable earnings. The Vivendi Management Board intends to meet today to this end.
As mentioned in the prospectus:
- The technical reference price of UMG shares is expected to be announced on September 20, 2021 by Euronext Amsterdam after market closure;
- The admission of the UMG shares to trading and the ex-date (detachment) of the distribution in kind will take place on September 21, 2021;
- On September 21, Vivendi will announce the final distribution ratio – currently expected to be of one UMG share for every eligible Vivendi share held – on the basis of the opening price of the UMG shares on September 21, 2021;
- The record date (the date on which positions are closed) for Vivendi shares to be eligible to the distribution in kind is September 22, 2021;
- Settlement of the distribution in kind (delivery and book-entry of UMG shares allocated, as well as payment in cash of fractional entitlements if the distribution ratio has been adjusted) will take place on September 23, 2021.
For information on the tax treatment of the distribution in kind, shareholders are invited to read the Report on the Special Dividend in Kind available on Vivendi’s website. (https://www.vivendi.com/wp-content/uploads/2021/05/20210512_VIV_Report-on-the-special-dividend-in-kind-and-on-the-special-interim-dividend-in-kind.pdf)
Potential investors in UMG are invited to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in UMG shares.
In particular, investors’ attention is drawn to the risk factors relating to UMG described in Section 1 of the prospectus.
Since 2014, Vivendi has built a world-class media, content and communications group. The Group owns leading, strongly complementary assets in music (Universal Music Group), television and movies (Canal+ Group), communications (Havas Group), publishing (Editis), magazines (Prisma Media), video games (Gameloft), live entertainment and ticketing (Vivendi Village). It also owns a global digital content distribution platform (Dailymotion). Vivendi’s various businesses cohesively work together as an integrated industrial group to create greater value. Vivendi is committed to the environment and aims at being carbon neutral by 2025. In addition, the Group helps building more open, inclusive and responsible societies by supporting diverse and inventive creative works, promoting broader access to culture, education and to its businesses, and by increasing awareness of 21st-century challenges and opportunities. www.vivendi.com
This announcement is intended for information purposes only and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”), and shares of Universal Music Group will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of the Prospectus Regulation. This announcement constitutes an advertisement for the purposes of the Prospectus Regulation relating to the intention of Universal Music Group to proceed with its proposed listing on the regulated market of Euronext Amsterdam (the “Admission”). This announcement is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy shares in the capital of Universal Music Group (“Shares”) in any jurisdiction. Further details about the Admission are included in the prospectus issued by Universal Music Group (the “Prospectus”). Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares, including the risk factors to be included in the Prospectus. The approval of the Prospectus by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (AFM) should not be understood as an endorsement of the quality of the Shares and/or Universal Music Group, including its financial position.
Cautionary Note Regarding Forward-Looking Statements. This press release contains forward-looking statements with respect to Vivendi’s financial condition, results of operations, business, strategy, plans and outlook, including the impact of certain transactions (notably the planned distribution of 60% of Universal Music Group’s share capital and its stock market listing),and the payment of dividends and distributions, as well as share repurchases. Although Vivendi believes that such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including, but not limited to, the risks related to antitrust and other regulatory approvals as well as any other approvals which may be required in connection with certain transactions and the risks described in the documents of the Group filed by Vivendi with the Autorité des Marchés Financiers (the French securities regulator), which are also available in English on Vivendi’s website (www.vivendi.com). Investors and security holders may obtain a free copy of documents filed by Vivendi with the Autorité des Marchés Financiers at www.amf-france.org, or directly from Vivendi. Accordingly, we caution readers against relying on such forward-looking statements.
These forward-looking statements are made as of the date of this press release. Vivendi disclaims any intention or obligation to provide, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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 Viven