Vivendi: press release
April 02 2015 - 4:48PM
Business Wire
Regulatory News:
The Vivendi (Paris:VIV) company would like to point out that
under Article 40 of French Law No. 86-1067 of September 30, 1986
concerning Freedom of Communication, no more than 20% of the share
capital of a company in possession of a license to provide
French-language television services may be held, directly or
indirectly, by Foreign nationals outside the European Union.
The French Council of State issued an administrative opinion on
this article on June 27, 2002.
It is specified that, to date, no court has issued a ruling
concerning the indirect holding of 20% of the share capital or
voting rights in a French television company.
This legislation tends to limit the power of non-EU Foreign
nationals within companies that have been granted a license
covering French-language terrestrial television services.
As interpreted by the French Council of State in its
administrative opinion issued on June 27, 2002, on the
qualification of non-EU investors, available on the French
Audiovisual Council’s website, it is considered that the
above-mentioned Foreign nationals cannot exercise power over a
company in possession of such a license, even indirectly, such as
through a company over which they may have upstream control; it
being noted that this control must be understood to mean the
ownership of shares representing a majority of the voting rights
(50% plus one share) at ordinary general shareholders’
meetings.
Thus, a company that is majority-owned by non-EU Foreign
nationals is prohibited from owning more than 20%, directly or
indirectly, of the share capital of a French television
company.
However, according to another interpretation, it is clear from
the text of the law itself as well as evidence of preparatory work
for this law that the legislative intent is to preclude non-EU
Foreign nationals from exerting influence over companies possessing
a French-language television service license.
Thus, if non-EU Foreign nationals, by aggregating their
interests, were to exceed the ownership threshold of 20% of the
share capital or voting rights of the company indirectly holding
such a license, this could constitute a violation of the
above-cited Article 40.
This is the analysis of the company and its advisers.
Moreover, even under a literal reading of the text, Vivendi
considers that at its Shareholders’ Meeting where typically 50 to
60% of the shareholders are in attendance, a group of non-EU
shareholders comprising 25 or 30% of those shareholders would
likely be considered a violation of the law.
The issue of the consequences for exceeding the thresholds of 20
or 50% of the capital or voting rights of a company holding,
directly or indirectly, a license to provide a French language
television service has not, to date, been addressed by any
jurisdiction.
About Vivendi
Vivendi groups together leaders in content and media. Canal+
Group is the French leader in pay-TV, also operating in
French-speaking Africa, Poland and Vietnam; its subsidiary
Studiocanal is a leading European player in production,
acquisition, distribution and international film and TV series
sales. Universal Music Group is the world leader in music. Vivendi
Village brings together Vivendi Ticketing, Wengo (expert
counseling), Watchever (subscription video-on-demand) and the
Paris-based concert hall L’Olympia. In addition, Vivendi currently
owns GVT a fixed very high-speed broadband, fixed-line telephony
and pay-TV services operator in Brazil. www.vivendi.com
Vivendi
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