REG - Groupe Canal+ - Publication of Supplementary Prospectus

Lead Financial ServicesAnnouncement

15/11/2024 15:45

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RNS Number : 4864M  Groupe Canal+  15 November 2024

 

 

Press release

November 15(th), 2024

 

 

 

Publication of Supplementary Prospectus

 

 

 

Further to the announcement by CANAL+ SA (the "Company" or "CANAL+") on 30
October 2024 regarding the publication of a prospectus in relation to the
admission of the Company's ordinary shares ("Admission") to the equity shares
(commercial companies) category of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the London Stock Exchange's Main Market
for listed securities (the "Prospectus"), the Company has published a
supplementary prospectus (the "Supplementary Prospectus").

 

The Supplementary Prospectus incorporates by reference MultiChoice's
consolidated interim financial statements for the six months ended 30
September 2024 and also includes information on a contemplated extension in
the scope of responsibilities of two members of the Management Board; updated
UK tax disclosure following the UK Autumn Budget; and the following trend
information:

 

The Company expects revenue growth for the financial year ending 31 December
2024 to be broadly in line with that of the year ended 31 December 2023. The
Group's revenues for the year ending 31 December 2025 are expected to grow
organically but this growth will be negatively affected and slightly more than
offset by (i) the anticipated end of broadcasting of its French free to air
channel C8 and (ii) the termination of sublicensing contracts and of onerous
third party content contracts in France. In the medium term and at constant
scope of consolidation, revenues are expected to grow moderately.

 

In the medium term the Company expects Adjusted EBIT (EBITA)* margin at
constant scope of consolidation to continue to improve moderately as a result
of cost optimisation, operating leverage and the expected transition to
profitability of newly-integrated assets transferred from Vivendi.

 

Cash flow from operations ("CFFO") is projected by the Company to return in
2025 to a level similar to that of 2023 after an exceptional low level of CFFO
in 2024, negatively impacted by working capital effects in the second half of
2024, due to an exceptional concentration of payments following recent content
contract renewals and signatures and potential non-recurring payments in
respect of proposed tax adjustments.

 

The potential finalisation of the pending MCG control acquisition would
significantly impact the financial profile of the Group in the medium-term in
Africa and overall, adding a revenue growth engine while providing potential
significant cost synergies.

 

* (excluding non-recurring items)

 

The Prospectus and Supplementary Prospectus can be accessed on the Company's
website at https://www.canalplusgroup.com/en/essentials/spin-off
(https://www.canalplusgroup.com/en/essentials/spin-off) .

 

The completion of the Partial Demerger is still subject to, among other
things, approval by Vivendi SE shareholders at a meeting to be convened on 9
December 2024.

 

A copy of the Supplementary Prospectus has been submitted to the National
Storage Mechanism and will be available for inspection, together with the
Prospectus, at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

It is expected that the Partial Demerger will be completed and that the
Company's ordinary shares will be admitted to the equity shares (commercial
companies) category of the Official List of the FCA and to trading on the
London Stock Exchange's Main Market at 08.00am (London time) on 16 December
2024.

 

 

-ENDS-

 

 

ENQUIRIES

 

CANAL+

 Alima Levy          ir@canal-plus.com (mailto:ir@canal-plus.com)

 Elvire Charbonnel   elvire.charbonnel@canal-plus.com (mailto:elvire.charbonnel@canal-plus.com)

 Olivia Abehassera   olivia.abehassera@canal-plus.com (mailto:olivia.abehassera@canal-plus.com)

 

Brunswick Group

 Jack Walker         +44 (0) 20 7404 5959

 Diana Vaughton      CANALPLUS@brunswickgroup.com (mailto:CANALPLUS@brunswickgroup.com)

 Guillaume Maujean

 

Barclays (Joint Sponsor and Lead Financial Adviser)

 Roy Kabla        +44 (0)20 7623 2323

 David Seal

 Tom Macdonald

 

BNP Paribas, London branch (Joint Sponsor and Lead Financial Adviser)

 Virginia Khoo   +44 (0) 20 7595 9444

 Tom Snowball

 Lauren Davies

 

Bank of America, Evercore and Lazard (Lead Financial Advisers)

 

Banque Hottinguer, CIC, Citi, Crédit Agricole CIB, Goldman Sachs Bank Europe
SE, HSBC, Natixis, and Société Générale are acting as Financial
Co-Advisers. Banco Santander, Commerzbank, Intesa Sanpaolo, J.P. Morgan, and
Mizuho are acting as Other Financial Advisers.

 

Cabinet Bompoint, Cleary Gottlieb Steen & Hamilton LLP and Gide are acting
as legal advisers to Vivendi.

 

Cleary Gottlieb Steen & Hamilton LLP is acting as legal adviser to CANAL+.

 

White & Case LLP is acting as legal adviser to Barclays and BNP Paribas as
Joint Sponsors.

 

 

 

-ENDS-

 

 

About CANAL+

 

Starting its life as a French subscription-TV channel 40 years ago, CANAL+
today is a global media and entertainment company with a brand recognised
worldwide amongst the Top 50 Most Valuable French Brands, globally (source:
Kantar Brandz, 2023). It generates revenues in 195 countries and operates
directly in 52 countries across Europe, Africa, Asia, and the United States,
with a total of approximately 9,000 employees worldwide. With a balance of
exposure to mature and high-growth markets, CANAL+ is one of the largest media
companies in Europe in terms of both revenues and subscribers, and the
undisputed leader in French-speaking Sub-Saharan Africa. Additionally, CANAL+
operates one of the world's largest short-form video streaming platforms with
Dailymotion. As of December 2023, CANAL+ has 26,8 million subscribers
worldwide, and a global audience of over 400 million monthly active users on
its OTT and video streaming platforms.

 

CANAL+ operates through the entire audio-visual value chain and beyond. The
group's various businesses include: subscription-TV, live and on-demand,
mostly through CANAL+ premium offers and its CANAL+ over-the-top or "OTT"
platform, but also its significant stakes in MultiChoice in Africa, Viaplay in
Europe, and Viu in Asia; advertising-supported television, through free-to-air
channels and video streaming through Dailymotion and Viu; content production
and distribution, mostly through Studiocanal, its leading in-house studio; and
telecommunication services, through GVA in Africa and CANAL+ Telecom in the
French overseas jurisdictions and territories. It also operates the iconic
performance venues L'Olympia and Théâtre de l'Œuvre in France and
CanalOlympia in Africa.

 

 

 

 

 

Disclaimer

 

The Company makes no representation or warranty as to the appropriateness,
accuracy, completeness or reliability of the information in this announcement.

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security. No offer of shares will be
made as part of the Partial Demerger or in connection with Admission and the
Prospectus and Supplementary Prospectus is being published solely in
connection with Admission.

 

Prior to making any decision in relation to the Partial Demerger, Vivendi SE
shareholders should read the Prospectus and Supplementary Prospectus in their
entirety, including the information incorporated by reference. Vivendi SE
shareholders must rely upon their own examination, analysis and enquiries of
the Company and the terms of the Prospectus and Supplementary Prospectus,
including the merits and risks involved. Nothing contained herein constitutes
or should be construed as: (i) investment, tax, financial, accounting or legal
advice; or (ii) a representation that any investment or strategy is suitable
or appropriate to your individual circumstances; or (iii) a personal
recommendation to you. The Partial Demerger is still subject to, among other
things, approval by Vivendi SE shareholders at a meeting to be convened on 9
December 2024, and therefore there is no guarantee that the Partial Demerger
will complete or Admission will occur.

 

Barclays Bank PLC ("Barclays") and BNP Paribas, London branch ("BNP Paribas"
and, together with Barclays, the "Joint Sponsors and Lead Financial
Advisers"), which are authorised by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the FCA, are acting
exclusively for the Company and for no one else in connection with Admission
and will not regard any other person as a client in relation to Admission and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing financial
advice and/or advice in relation to Admission.

 

Bank of America Europe DAC, Paris Branch, Barclays Bank Ireland PLC, BNP
Paribas, London branch, BNP PARIBAS, Evercore GmbH and Lazard Frères SAS are
acting as joint financial advisers (the "Lead Financial Advisers"). Banque
Hottinguer, CIC, Citi, Crédit Agricole CIB, Goldman Sachs Bank Europe SE,
HSBC, Natixis, and Société Générale are acting as financial
co-advisers (the "Co-Financial Advisers"). Banco Santander, Commerzbank,
Intesa Sanpaolo, J.P. Morgan, and Mizuho are acting as other financial
advisers (the "Other Financial Advisers" and, together with the Lead Financial
Advisers and the Financial Co-Advisers, the "Financial Advisers"). The
Financial Advisers are acting exclusively as financial advisers to the Company
and no one else in connection with Admission and will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of the Financial Advisers nor for providing advice in relation to
Admission.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Joint Sponsors and the Financial Advisers (together, the "Banks") by
the Financial Services and Markets Act 2000 or the regulatory regime
established thereunder or under the regulatory regime of any other applicable
jurisdiction where any such Bank is domiciled and where exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
neither the Banks nor any of their affiliates accept any responsibility
whatsoever for the contents of this announcement, or any other information
relating to the Company, its subsidiaries, Admission or the Partial Demerger,
including the accuracy, completeness and verification thereof or for any other
statement made or purported to be made by them, or on their behalf, in
connection with the Company or its subsidiaries, Admission or the Partial
Demerger. The Banks and their respective affiliates accordingly disclaim, to
the fullest extent permitted by applicable law, all and any liability whether
arising in tort, contract or otherwise (save as referred to above) which they
might otherwise be found to have in respect of this announcement or any such
statement. No representation or warranty, express or implied, is made by the
Banks or any of their respective affiliates as to the accuracy, completeness,
verification or sufficiency of the information set out in this announcement,
and nothing in this announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or future. Each of
the Banks and/or certain of their respective affiliates may have engaged in,
or be engaged in, transactions with, and provided, or be providing, various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business to, the Company and/or
Vivendi SE and/or their affiliates for which they would have or may receive
customary fees and commissions. Each of the Banks and their respective
affiliates may engage in such transactions, or provide such services, to the
Company and/or Vivendi SE and/or their affiliates in the future.

 

The securities of the Company have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and neither Vivendi SE nor the
Company intend to make a public offer of securities in the United States.

 

Cautionary statement regarding forward-looking statements

 

Certain statements in this announcement relate to the future, including
forward-looking statements relating to the Company's financial position and
strategy. Forward-looking statements give the Company's current expectations
or forecasts of future events. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology, including
(without limitation) the terms "intend", "aim", "project", "anticipate",
"estimate", "plan", "believe", "expect", "may", "should", "will", "continue"
or other similar words. These statements discuss future expectations
concerning the Company's results of operations or financial condition, or
provide other forward-looking statements. In particular, these include
statements relating to future actions, prospective products or product
approvals, future performance or results of current and anticipated products,
sales efforts, expenses, the outcome of contingencies such as legal
proceedings, dividend payments and financial results. Any forward-looking
statements made by or on behalf of the Company speak only as of the date they
are made and are based upon the knowledge and information available to the
members of the Supervisory Board and the Management Board on the date of this
announcement.

 

These forward-looking statements are not guarantees or predictions of future
performance, may be based on a number of assumptions (which may or may not
themselves prove to be correct) and, by their nature, involve known and
unknown risks, uncertainties and other factors, including the risk factors set
out in the section entitled "Risk Factors" in the Prospectus, many of which
are beyond the Company's control, and which may cause the actual results to
differ materially from those expressed in the statements contained in this
announcement. The Company's actual results of operations, financial condition
and the development of the business sectors in which the Company operates may
differ materially from those expressed or implied in any forward-looking
statement contained in this announcement due to certain factors including, but
not limited to, the factors described in ‎Part III (Risk Factors) of the
Prospectus. In addition, even if the Company's actual results of operations,
financial condition and the development of the business sectors in which it
operates are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results
or developments in subsequent periods. Recipients of this announcement are
cautioned not to put undue reliance on forward-looking statements.

 

Forward-looking statements contained in this announcement speak only as of the
date of this announcement. The Company, the members of the Supervisory Board
and the Management Board and the Company's advisers expressly disclaim any
obligation or undertaking to update these forward-looking statements contained
in the document to reflect any change in their expectations or any change in
events, conditions, or circumstances on which such statements are based unless
required to do so by applicable law, the Prospectus Regulation Rules, the UK
Listing Rules, the Disclosure Guidance and Transparency Rules or the Market
Abuse Regulation.

 

 

 

 

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