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.
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