Vivendi: Implementation of a Squeeze-Out of the Shares of SECP
September 23 2015 - 10:01AM
Business Wire
This press release is issued in accordance with
the provisions of Article 237-16 of the General Regulations of the
Autorité des marchés financiers ("AMF"). The below translation is
provided for information purposes only and is not intended to
substitute the original French language press release entitled
“Mise en œuvre du retrait obligatoire visant les actions SECP”
which was published on September 23, 2015.
Regulatory News:
Vivendi (Paris:VIV):
NOT FOR PUBLICATION, DISSEMINATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR DISSEMINATION OF SUCH A RELEASE IS UNLAWFUL
Following the public tender offer initiated by Vivendi for the
shares of Société d’Edition de Canal Plus (SECP), Vivendi
holds, directly and indirectly, 97.07% of the share capital
and voting rights of SECP.
The conditions set out in Article L. 433-4 III of the French
Monetary and Financial Code and Articles 237-14 to 237-16 of the
AMF’s General Regulation for the implementation of a squeeze-out
are satisfied, since the shares not tendered in the public tender
offer do not represent more than 5% of the share capital or
theoretical voting rights of SECP, and, in its offer document (note
d’information), Vivendi reserved the right to ask the AMF to launch
a squeeze-out procedure for the shares of SECP not held directly or
indirectly by Vivendi.
Pursuant to AMF Notice (D&I No. 215C1329) dated September
23, 2015, the squeeze-out will cover the 3,708,308 shares,
representing 2.93% of the share capital and voting rights, of SECP
not held by Vivendi and will occur on September 29, 2015. On that
same day, the SECP shares will be delisted from the NYSE Euronext
Paris and will be transferred (irrespective of the country of
residence of the holder) to Vivendi, subject to payment to the
holders. The compensation offered under the squeeze-out is equal to
the tender offer price, i.e., a cash payment of €8 per SECP share,
net of all costs.
The amount of compensation will be paid by Vivendi on a blocked
account opened for this purpose with CACEIS Corporate Trust
(Affiliated Euroclear France 023 – 14, rue Rouget de Lisle, 92130
Issy-les-Moulineaux, France), acting as centralization agent for
the compensation transactions, from which the account-holding
financial intermediaries must request the compensation payments
corresponding to the securities held by their clients.
Funds will be retained by CACEIS Corporate Trust for a period of
ten years from the date of implementation of the squeeze-out, and
will then be transferred to the French Caisse des Dépôts et
Consignations at the end of this period. Such funds will remain
available to the beneficiaries, subject to the thirty-year
prescription period in favor of the French State.
As required by the provisions of Article 237-17 of the AMF’s
General Regulation, Vivendi will publish this notice informing the
public of the squeeze-out in a legal announcements newspaper
published at SECP’s place of business.
The offer document (note d’information) prepared by Vivendi as
part of the public tender offer regarding the SECP shares received
the AMF visa n° 15-350 on July 7, 2015 according to the clearance
decision (décision de conformité) issued on the same day, as well
as the information document (informations relatives aux
caractéristiques, notamment juridiques, comptables et financières
de Vivendi) are available on the Vivendi (www.vivendi.com) and AMF
(www.amf-france.org) websites and can be requested at no charge
from Vivendi and the presenting banks.
The response offer document (note en réponse) prepared by SECP,
which received the AMF visa n° 15-351, as well as the information
document (informations relatives aux caractéristiques, notamment
juridiques, comptables et financières de SECP) are available on the
SECP (http://actionnaires.canalplus.fr) and AMF
(www.amf-france.org) websites and can be requested from SECP at no
charge.
About Vivendi
Vivendi is an integrated media and content group. The company
operates businesses throughout the media value chain, from talent
discovery to the creation, production and distribution of content.
The main subsidiaries of Vivendi comprise Canal+ Group and
Universal Music Group. Canal+ is the leading pay-TV operator in
France, and also serves markets in Africa, Poland and Vietnam.
Canal+ operations include Studiocanal, a leading European player in
production, sales and distribution of film and TV series. Universal
Music Group is the world leader in recorded music, music publishing
and merchandising, with more than 50 labels covering all genres. A
separate division, Vivendi Village, brings together Vivendi
Ticketing (ticketing in the UK, France and the U.S.), MyBestPro
(experts counseling), Watchever (subscription video-on-demand) and
the Paris-based concert venue L’Olympia. With 3 billion videos
viewed each month, Dailymotion is one of the biggest aggregation
and distribution platforms in the world. www.vivendi.com,
www.cultureswithvivendi.com
Important Disclaimer
This press release does not constitute an offer and should not
be construed as constituting any form of solicitation for the
purchase or sale of securities in the United States or any other
country. This press release is not for distribution in countries
other than France. The distribution of this press release, the
offer and the acceptance of the offer may be, in certain countries,
subject to special regulations. Consequently, persons in possession
of this press release are required to ascertain the local
restrictions which may apply, and to comply with them. Vivendi
disclaims any liability for any violation of such restrictions by
any person.
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