Vivendi confirms the 1:1 distribution ratio for Universal Music Group N.V. shares, reference price and Home Member State Declaration

HILVERSUM, Netherlands, Sept. 21, 2021 /PRNewswire/ -- 

ADVERTISEMENT. This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") relating to Universal Music Group N.V.'s ("Company") admission to trading and official listing of its shares on the regulated market of 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 nor approved by any regulatory or supervisory authority in any jurisdiction, including any member state of the European Economic Area (each, an "EEA Member"), the United Kingdom and the United States. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer by or invitation by or on behalf of, the Company, Vivendi SE ("Vivendi") or any of their advisors or any representative of the Company, Vivendi or any of their advisors, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction, including any EEA Member, the United Kingdom or the United States. The approval of the prospectus in connection with the Admission ("Prospectus") by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") should not be understood as an endorsement of the quality of the Company or its shares.

In connection with the announced intended distribution by Vivendi of up to 60% of the outstanding share capital of the Company to Vivendi's shareholders by way of a distribution in kind (the "Distribution"), Vivendi has announced on September 21, 2021 that the Distribution will be paid as planned on the basis of one Company share for every one eligible Vivendi share. Settlement of the Distribution will occur on September 23, 2021. The Vivendi press release is available on the corporate website of Vivendi (www.vivendi.com).

Additionally, the technical reference price for the shares in the Company to be traded on Euronext Amsterdam (the "Reference Price") was confirmed by way of a notice issued by Euronext Amsterdam on September 20, 2021, which Reference Price is EUR 18.50 per share. The relevant Euronext Amsterdam notice is available on the website of Euronext at https://live.euronext.com.

Risk Factors

Investing in the Company involves certain risks. A description of these risks, which include risks relating to the Company as well as risks relating to the Distribution and the shares in the Company is included in the Prospectus. Any investment decision in respect of the Company should be made solely on the basis of the information contained in the Prospectus.

Earlier announcements related to the Distribution by Vivendi

On June 22, 2021, Vivendi announced that its general meeting of shareholders approved, inter alia, the Distribution. On August 20, 2021 and on August 25, 2021, Vivendi further announced that the capital markets day in respect of the Company, ahead of the Distribution and the Admission, was to be held on August 25, 2021. On September 14, 2021 Vivendi announced that the Prospectus had been approved by the AFM and made a further announcement confirming that the management board of Vivendi have decided to combine the special dividend in kind of EUR 5.3 billion approved by Vivendi shareholders on June 22, 2021 with an interim dividend in kind to be paid out of the June 30, 2021 earnings, which combination enables the Distribution. These press releases are available on the corporate website of Vivendi (www.vivendi.com). 

Home Member State Declaration

Pursuant to applicable Dutch law, issuers of securities admitted to trading on a regulated market within the European Union are obligated to publicly disclose their "home member state" for the purposes of their disclosure obligations under Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the EU Transparency Directive).

The Company hereby discloses that its home member state is the Netherlands.

This press release is also available on the corporate website of the Company (www.umusic.nl), subject to applicable securities laws.

DISCLAIMER 

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 shares in Universal Music Group N.V. will be distributed in circumstances that do not constitute "an offer to the public" within the meaning of the Prospectus Regulation. This announcement is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute an announcement of this nature.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which it is released, published or distributed, should inform themselves about, and observe, such restrictions.

This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Regulation. With respect to the member states of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state. As a result, the securities may not and will not be offered in any relevant member state except pursuant to a prospectus approved by the relevant market authorities in that member state or in accordance with the exemptions set forth in Article 3(2) of the Prospectus Regulation, if they have been implemented in that relevant member state, or under any other circumstances which do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that relevant member state.

This announcement is not intended to constitute, and should not be construed as, an offer by or invitation by or on behalf of the Company, Vivendi or any of its advisors or any representative of the Company, Vivendi or any of their advisors, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction, including any member state of the European Economic Area, the United Kingdom or the United States.

The securities referred to herein may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. The Company and Vivendi do not intend to register all or any portion of the offering of the securities in the United States of America or to conduct a public offering of the securities in the United States of America.

This announcement does not constitute an offer of securities to the public in the United Kingdom. This announcement is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser. Information in this announcement or any of the documents relating to the Admission and the Distribution cannot be relied upon as a guide to future performance.

Vivendi may decide not to go ahead with the Distribution and there is therefore no guarantee that the Admission and the Distribution will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Media
James Murtagh-Hopkins
+31 35 799 4204
[email protected]

Investors
Erika Begun
+31 35 799 4200
[email protected]

SOURCE Universal Music Group N.V.