Notice of Full Redemption to the Holders of the EUR 700,000,000 0.625 Per Cent. Notes Due 11 June 2025 Issued by Vivendi SE on 11 June 2019
14 Novembre 2024 - 8:36AM
Business Wire
ISIN: FR0013424868
Regulatory News:
Reference is made to the terms and conditions included in the
base prospectus dated 22 March 2019 which was approved by the
Autorité des marchés financiers under n°19-112 on 22 March 2019, as
completed by the Final Terms dated 7 June 2019 (the "Terms and
Conditions"), of the EUR 700,000,000 aggregate principal amount
of 0.625 per cent. Notes due 11 June 2025 (the "Notes")
issued by Vivendi SE (the "Issuer") (Paris:VIV).
All capitalized terms used herein and not otherwise defined in
this notice shall have the meanings assigned to them in the Terms
and Conditions.
The Issuer hereby gives irrevocable notice to all Noteholders
that the Issuer has elected to exercise its make-whole redemption
option of the outstanding Notes, in whole, in accordance with
Condition 7.2.2 (Make-whole redemption) and Condition 15 (Notices)
of the Terms and Conditions (the “Redemption”). The
Make-Whole Redemption Date is set to 13 December 2024 (the
"Make-Whole Redemption Date").
This notice, together with the Redemption, are conditional on
the adoption, by the Issuer’s Combined General Shareholders’
Meeting to be held on 9 December 2024, of any of the resolutions
(and such resolutions becoming effective) regarding the proposed
spin-off of the Issuer’s group submitted to its vote, as such
resolutions are set forth in the notice of meeting (avis de
réunion) published in the Bulletin des Annonces Légales
Obligatoires (BALO) on 30 October 2024 and available on the
Issuer’s website
(https://www.vivendi.com/en/shareholders-investors/shareholders-meeting/)
and may subsequently be amended or completed by the Issuer’s
Management Board (Directoire) at its own initiative, as the case
may be. For the avoidance of doubt, should the Issuer’s Combined
General Shareholders’ Meeting be cancelled or not held, no
Redemption should occur.
As set out in the Terms and Conditions, all Notes will be
redeemed at their Make-Whole Redemption Amount (the
"Make-Whole Redemption Amount"), as calculated by the
Calculation Agent in accordance with Condition 7.2.2 (Make-whole
redemption) of the Terms and Conditions. The Make-Whole Redemption
Amount, along with the Make-Whole Redemption Rate (which will be
determined as per Condition 7.2.2 (Make-whole redemption) of the
Terms and Conditions), will be published in accordance with the
Terms and Conditions.
In accordance with Condition 8 (Payments and Talons) of the
Terms and Conditions, the Make-Whole Redemption Amount will be paid
in euros by the Paying Agent (Société Générale Securities
Services - 32 rue du Champ de Tir, 44308 Nantes Cedex 3) on the
Make-Whole Redemption Date to the Account Holders for the benefit
of the Noteholders.
Pursuant to Condition 7.9 (Cancellation) of the Terms and
Conditions, all Notes so redeemed will be cancelled and an
application for their delisting will be made to Euronext.
The results of the Issuer’s Combined General Shareholders’
Meeting to be held on 9 December 2024 will be published by the
Issuer in a press release and made available on its website, and
will also be communicated by the Issuer to the Paying Agent.
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