UMG Listing Prospectus Now Available on Vivendi’s website. UMG Admission to Trading to Occur on September 21
14 Settembre 2021 - 09:06AM
Business Wire
Regulatory News:
Vivendi (Paris:VIV) 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.
About Vivendi
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
Important disclaimers
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 Vivendi. Vivendi disclaims any liability in respect
of any such facility.
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