Vivendi Priced $2 billion of Notes in Three Tranches due 2015, 2018 and 2022
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The information and materials contained on this website do not, and shall not, in any circumstances constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This operation is part of a private offering to qualified institutional buyers following Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-US persons in compliance with Regulation S under the Securities Act.
The information and materials are provided for informational purposes only without any warranty of any kind, express or implied, and is not nor should it be considered to constitute legal, tax, credit, financial or other professional advice. It is not intended to provide the basis of any credit or other evaluation. None of the bookrunners have independently verified the information contained in these materials. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by either of them as to the accuracy or completeness of the information contained in these materials or any other information provided by Vivendi in connection with these materials or any offer of securities or any offering material in connection with any such offer or whether any material information has been omitted therefrom.
The information and materials shall not be distributed in Canada, Japan or Italy and do not constitute an offer of securities for sale in Canada, Japan or Italy.
No prospectus (including any amendment, supplement or replacement thereto) or any other offering material has been prepared in connection with the offering of the notes that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; no notes have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offering material relating to the notes have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), all as defined in Articles L. 411-2 II, D. 411-1 to D. 411-4, D.744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier, in each case investing for their own account, or to persons licensed to provide the investment service of portfolio management for the account of third parties (service d’investissement de gestion de portefeuille pour compte de tiers) as defined in Article L. 411-2 II of the French Code monétaire et financier. The direct or indirect distribution to the public in France of any so acquired notes may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier and applicable regulations thereunder.
The information and materials do not constitute or form part of any offer or solicitation to purchase for any new securities in the United States or by U.S. persons. The Notes will not be registered under the Securities Act, or any applicable state or foreign securities laws, and are subject to substantial restrictions on transfer. In particular, the Notes may not be offered or sold in the U.S., or to or for the benefit of U.S. persons, absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA, as defined below) may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as “relevant persons”). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
All offers of notes will be made pursuant to an exemption under the Prospectus Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU (the “2010 Prospectus Directive”), to the extent implemented in member states (the “Member States”) of the European Economic Area (the “EEA”) and any implementing measures) (the “Prospectus Directive”), as implemented in Member States of the EEA, from the requirement to produce a prospectus for offers of securities to the public. Accordingly, all offers of notes are only addressed to “qualified investors” in these Member States within the meaning of the Prospectus Directive or have been or will be made otherwise in circumstances that do not require the Issuer or any of the initial purchasers to publish a prospectus pursuant to the Prospectus Directive. Any person making or intending to make any offer within the EEA of Notes which are the subject of the placement contemplated should only do so in circumstances in which no obligation arises for the company or any of the initial purchasers to produce a prospectus for such offer. Neither the company nor any of the initial purchasers have authorized, nor do they authorize, the making of any offer of notes to the public through any financial intermediary, other than offers made by the initial purchasers which constitute the final placement of notes contemplated.
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