Vivendi Confirms 1: 1 Payout Ratio for Universal Music Group NV Shares, Reference Price and Home Member State Declaration | New
HILVERSUM, Netherlands, September 21, 2021 / PRNewswire / –
ADVERTISING. This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) relating to the admission of Universal Music Group NV (“Company”) to trading and official listing of its shares on the regulated market. Euronext Amsterdam (“Admission”). This announcement does not constitute or form part of a prospectus within the meaning of the Prospectus Regulation and has not been reviewed or approved by any regulatory or supervisory authority in any jurisdiction, including any member state of the European Economic Area (each , a “member EEA”), the UK and United States. This announcement is for informational purposes only and is not intended to constitute, and should not be construed as, an offer or invitation by or on behalf of the Company, Vivendi SE (“Vivendi”) or the one of their advisers or any representative of the Company, Vivendi or one of their advisers, to purchase securities or an offer to sell or issue, or the solicitation to purchase securities by any person in any jurisdiction, including any member of the EEA, the UK Where United States. The approval of the prospectus in connection with the Admission (“Prospectus”) by the Dutch Securities and Markets Authority (Financial Authority Markten, the “AFM”) should not be understood as an endorsement of the quality of the Company or of its actions.
As part of the announcement of Vivendi’s plan to distribute a maximum of 60% of the Company’s share capital to Vivendi shareholders through a distribution in kind (the “Distribution”), Vivendi announced the September 21, 2021 that the Distribution will be paid as planned on the basis of one share of the Company for one eligible Vivendi share. Settlement of the Distribution will be made on September 23, 2021. Vivendi’s press release is available on Vivendi’s corporate website (www.vivendi.com).
In addition, the technical reference price of the Company’s shares which will be traded on Euronext Amsterdam (the “Reference Price”) has been confirmed by a notice issued by Euronext Amsterdam on September 20, 2021, what reference price is € 18.50 per share. The corresponding Euronext Amsterdam notice is available on the Euronext website at https://live.euronext.com.
Investing in the Company involves certain risks. A description of these risks, which includes the risks associated with the Company as well as the risks associated with the Distribution and the Company’s shares, is included in the Prospectus. Any investment decision concerning the Company must be taken solely on the basis of the information contained in the Prospectus.
Previous announcements related to Distribution by Vivendi
At June 22, 2021, Vivendi announced that its general meeting of shareholders approved, among others, the distribution. At August 20, 2021 and on 25 August 2021, Vivendi also announced that the Company’s capital markets day, prior to the Distribution and the Listing, will be held on 25 August 2021. At September 14, 2021 Vivendi announced that the Prospectus had been approved by the AFM and made a new announcement confirming that the Vivendi management board has decided to combine the special dividend in kind 5.3 billion euros approved by Vivendi shareholders on June 22, 2021 with an interim dividend in kind payable on the June 30, 2021 profits, the combination of which allows Distribution. These press releases are available on Vivendi’s corporate website (www.vivendi.com).
Declaration of the Member State of origin
In accordance with applicable Dutch law, issuers of securities admitted to trading on a regulated market within the European Union are required to publicly disclose their “home Member State” for the purposes of their disclosure obligations under the Directive 2004/109 / EC of the European Parliament and of the Council of December 15, 2004 on the harmonization of transparency requirements relating to information on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34 / EC (the EU Transparency Directive).
The Company hereby declares that its home Member State is the Netherlands.
This press release is also available on the Company’s website (www.umusic.nl), subject to applicable securities laws.
This announcement 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 (the “Prospectus Regulation”), and the shares of Universal Music Group NV will be distributed in circumstances which do not constitute “an offer to the public” within the meaning of the Prospectus Regulation. This ad is not intended for use in jurisdictions that require prior regulatory review and authorization to serve an ad of this nature.
The showing, posting or distribution of this ad in certain jurisdictions may be restricted by law and, therefore, persons in the jurisdictions in which it is shown, posted or distributed should inform themselves of and adhere to such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Regulation. With regard to the Member States of the European Economic Area, no action has been taken or will be taken to make a public offering of the securities referred to herein requiring the publication of a prospectus in any Member State concerned. Consequently, the securities cannot and will not be offered in any Member State concerned, except by virtue of a prospectus approved by the competent market authorities of that Member State or in accordance with the exemptions provided for in Article 3 (2) of the Prospectus. . Regulation, if they have been implemented in that Member State concerned, or in any other circumstance not requiring the publication of a prospectus under Article 3 of the Prospectus Regulation and / or the applicable regulations of that State member concerned.
This announcement is not intended to constitute, and should not be construed as, an offer or invitation by or on behalf of the Company, Vivendi or any of its advisers or any representative of the Company, Vivendi or the one of their advisers, to purchase securities or an offer to sell or issue, or the solicitation to purchase securities by any person in any jurisdiction, including any member state of the European Economic Area, the UK Where United States.
The securities referred to herein may not be offered or sold in United States of America no registration or an applicable exemption from registration under the US Securities Act of 1933, as amended. The Company and Vivendi do not intend to register all or part of the offering of securities in United States of America or to make a public offer of the securities in United States of America.
This announcement does not constitute an offer of securities to the public in the UK. This advertisement is being distributed and is directed only to (i) persons who are not UK or (ii) persons who are investment professionals within the meaning of Article 19, paragraph 5, of the 2005 Ordinance of the Financial Services and Markets (Financial Promotion) Act 2000 (the “Order”) and (iii) wealthy entities and other persons to whom it may be legally communicated, falling under Article 49 (2) (a) to (d) of the Ordinance (all these persons being together referred to as “Data subjects”). Any investment activity to which this announcement relates will only be available and will be undertaken with the Relevant Persons. Anyone who is not a Relevant Person should not act or trust this document or any of its contents.
The price and value of securities can go up as well as down. People needing advice should contact a professional adviser. The information contained in this announcement or in any of the admission and distribution documents cannot be taken as a guide to future performance.
Vivendi may decide not to proceed with the Distribution and there is therefore no guarantee that the Admission and the Distribution will take place. You should not base your financial decision on this ad. The acquisition of investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested.
James Murtagh Hopkins
+31 35 799 4204
+31 35 799 4200
investor [email protected]
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SOURCE Universal Music Group NV