INDIVIDUAL SHAREHOLDERS
Key investment highlights
- Four decades of entertaining and inspiring audiences, driven by innovation and creativity
- Structurally supportive markets, across mature and high-growth geographies
- Unique positioning, with highly resilient business model, operating across the media value chain
- Strong financial discipline, underpinned by a data driven approach
- Solid ESG foundation, with new strategy coming by H1 2025
CANAL+ answers shareholders' questions
Information on CANAL+ shares
- CANAL+ shares are listed on the London Stock Exchange under the ticker symbol “CAN” with the ISIN FR001400T0D6
- The shares are traded in pence (GBP) and dividends are paid in euros
Information for Vivendi shareholders at the date of admission to trading of CANAL+ shares
When does trading in CANAL+ shares start on the London Stock Exchange?
- The CANAL+ shares start trading on the London Stock Exchange on 16 December 2024. Trading commences at market open at 8.00 am London time (9.00 am Paris time).
- The delivery of the CANAL+ shares to the accounts of those Vivendi SE shareholders entitled to participate in the partial demerger (i.e. those whose shares are registered in their account at the end of the day on 13 December 2024 and who have not disposed of their shares by that date) occurs on 18 December 2024, irrespective of the date of commencement of trading, which is expected to occur on 16 December 2024.
- The CANAL+ shares are delivered directly to the accounts of Vivendi SE shareholders entitled to participate in the partial demerger in the form of ordinary shares of a company incorporated under French law. No CREST Depositary Interest (‘CDI’) certificates will be delivered to shareholders in respect of the partial demerger of Vivendi
I do not hold my CANAL+ shares in a share savings plan (“PEA”) and do not intend to sell them immediately. Should I nevertheless ask for these shares to be converted into CDIs (CREST Depositary Interests) so that they can be subsequently sold?
- Vivendi SE shareholders will receive CANAL+ shares (and not CDIs) in the context of the partial demerger.
- A CANAL+ shareholder who does not wish to sell his or her shares immediately does not need to request their conversion into CDIs.
- If your intermediary asks you for an instruction to convert your shares into CDIs, you do not need to give such instruction until you decide to sell your CANAL+ shares.
- CANAL+ shares registered in the shareholder's securities account are freely tradeable, even if their conversion into CDIs has not been requested.
- If, at a later date, a shareholder wishes to sell his or her CANAL+ shares on the market, he or she will place an order to sell his or her CANAL+ shares with his or her financial intermediary. Solely for the purposes of carrying out such sale, and only at the settlement of the transaction, the financial intermediary (and not the shareholder itself) will convert these CANAL+ shares into CDIs. Depending on the practices of your financial intermediary, this procedure may imply some delays in trade execution.
Is there any disadvantage in requesting the conversion of CANAL+ shares into CDIs, outside of any market sell order?
- Yes, if the conversion of CANAL+ shares into CDIs is requested voluntarily, and not in relation to a sell order, for at least two reasons: o First, if the shareholder holds his or her CANAL+ shares in a PEA, such conversion is likely to trigger the anticipated closure of the PEA and to cause significant adverse tax and financial consequences to the shareholder. Shareholders in this situation are advised to consult with their usual tax advisor for further information. o Second, the financial intermediary holding the shareholder's account in which the CDIs - and not the CANAL+ shares - are recorded could apply additional custodian fees or other charges in this respect. Shareholders in this situation are advised to consult with their financial intermediary to confirm whether any additional charges will be levied
I hold my CANAL+ shares in a PEA and do not plan to sell them immediately. Can I ask for them to be converted into CDIs?
- CANAL+ shares are eligible to be held in a PEA.
- Vivendi SE shareholders who will receive CANAL+ shares in the context of the partial demerger will therefore receive them directly on their PEA.
- CANAL+ shares held in a PEA are freely tradeable and the shareholder does not need to request them to be converted into CDIs to that effect.
- The issuer reiterates that, while CANAL+ shares are eligible to be held in a PEA, this is not the case for CDIs, which are not are eligible to be held in a PEA.
- If a shareholder requests the conversion of CANAL+ shares held in a PEA into CDIs, without any instructions to sell these shares, this conversion is likely to trigger the anticipated closure of the PEA and to cause significant adverse tax and financial consequences to the shareholder. Shareholders in this situation are advised to consult with their usual tax advisor for further information
- For further information, please refer to section 6.10 ("CDIs will not eligible for the French PEA regime and CANAL+ Shares will be considered non-listed shares for the purposes of the PEA regime") of Chapter III (“Risk Factors”) and to Section 2 ("French Taxation") of Chapter XVII ("Taxation") of the CANAL+ Prospectus
Information on the purchase of CANAL+ shares
I would like to buy CANAL+ shares after the commencement of trading on the London Stock Exchange. What should I do? Can I have these shares delivered to my PEA?
- If a person wishes to buy CANAL+ shares on the London Stock Exchange, it must instruct its financial intermediary to do so. The financial intermediary will place the purchase order through a correspondent authorised to trade on the London Stock Exchange and will then credit the purchaser with CDIs, i.e. certificates representing CANAL+ shares (each CDI will represent one underlying CANAL+ share). The financial intermediary may charge a specific fee for carrying out this transaction.
- It is not possible to acquire CANAL+ shares on the London Stock Exchange and have these shares delivered or recorded in a PEA
What tax treatment applies to the dividends received in respect of CANAL+ shares?
- In general, the tax treatment of dividends received in respect of CANAL+ shares will be the same as that of dividends received from French companies (subject to the capping of the favourable PEA tax regime) and will not be subject to UK withholding tax on dividends paid to French residents.
- Shareholders should refer to Part XVII “Taxation” of the Prospectus. In particular, relevant shareholders should consider paragraph 1.2 “(A) Dividends on CANAL+ Shares” in respect of the rules applicable in the United Kingdom and paragraph 2.4 “Taxation in France of dividends derived from the CANAL+ Shares” in respect of the rules applicable in France.
Shares in registered or bearer form
Shares can be held in “bearer” or “registered” form.
Shares are “registered” when the name of the holder is known to the company whose shares are listed. This form provides shareholders with a privileged relationship with the group, in particular with regard to information and company news.
To become a registered holder, you need to be listed in the company’s register.
You can do this by: - choosing to have CANAL+ hold your shares (pure book-entry shares). - or having your shares held by the financial institution of your choice (administered shares). - if you already own CANAL+ shares and wish to convert them into administered shares or transfer them to pure book-entry shares, you must submit a request to your financial intermediary, who will carry out this procedure.
CANAL+ has entrusted the management of its register to Uptevia (formerly BNP Paribas Securities Services and CACEIS Corporate Trust).
Shares are “bearer shares” when the shareholder has not taken any steps to list them in the company’s register and therefore it is not known by the company.
Pure book-entry shares
“Pure book-entry” shares are recorded in CANAL+ books and are held in its register – the management of which has been entrusted to Uptevia (formerly BNP Paribas Securities Services and CACEIS Corporate Trust).
To become a pure book-entry shareholder:
You can purchase shares directly via CANAL+’s registrar Uptevia after having opened a share account and signed a portfolio benefits contract.
You can also ask your financial institution (bank, savings and loan, brokerage company, etc.) to transfer shares that you hold in bearer form or administered form to a pure book-entry account by submitting a written request.
Thereafter, your contact for the management of your CANAL+ pure book-entry shares will be Uptevia.
Uptevia
Service Relation Investisseurs
90-110 Esplanade du Général de Gaulle Tour A
92931 Paris la Défense Cedex
France
Tél. : 08 00 00 75 35 / +33 (1) 49 37 82 36 depuis l’étranger
https://www.investors.uptevia.com
Administered shares
“Administered shares” are entered into CANAL+ books, but are held and managed by your financial institution. In this case, the applicable fees are those of your financial institution, which will be your only contact. You are invited to attend Shareholders’ Meetings by the same means as a “pure book-entry” shareholder (automatic dispatch of meeting announcements).
DISCLAIMER
Shareholders are invited to refer to the prospectus relating to the admission of CANAL+ SA shares to trading on the London Stock Exchange (as supplemented from time to time), in order to fully understand the potential risks and advantages associated with holding CANAL+ SA shares. This document is available to investors free of charge on the CANAL+ website. Shareholders are reminded that the approval of this prospectus by the relevant UK authority should not be understood as an endorsement of the company’s shares to be admitted to trading on the market in question. In particular, shareholders are strongly advised to read the section of the CANAL+ prospectus describing the risk factors relating to the issuer and the shares for which listing is sought. Shareholders are also advised to read the descriptions of shareholder rights in this prospectus so that they can assess the rights they will have as shareholders of CANAL+ SA, a French company whose shares will be admitted to trading on a foreign market outside the European Union (the London Stock Exchange). This document is for informational purposes only and does not constitute an offer or invitation to sell, subscribe for or purchase any securities of CANAL+ SA or the solicitation of any vote or approval in any jurisdiction in connection with the transactions described in this document or otherwise, and there will be no sale, issue or transfer of securities in any jurisdiction in contravention of applicable laws. This document should not under any circumstances be construed as a recommendation to readers. This document does not constitute a prospectus or an offering document for the purposes of Regulation (EU) 2017/1129 of 14 June 2017 (as amended, the “Prospectus Regulation”) or Regulation (EU) 2017/1129 as it forms part of UK domestic law under the European Union (Withdrawal) Act 2018, as amended (the “UK Prospectus Regulation”), and the allocation of CANAL+ SA Shares to Vivendi SE Shareholders in connection with the Vivendi SE demerger is expected to be made in circumstances that do not constitute “an offer of securities to the public” within the meaning of the Prospectus Regulations or the UK Prospectus Regulations. The securities of CANAL+ SA have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”) or the U.S. Investment Company Act of 1940 (as amended, the “U.S. Investment Company Act”), and neither Vivendi SE nor CANAL+ SA intends to make a public offering of securities in the United States or to U.S. persons (“U.S. Persons” within the meaning of Regulation S). This information document does not constitute an offer of securities for sale in the United States or to U.S. Persons under the U.S. Securities Act. The distribution of this document may be restricted, limited or prohibited by law in certain states and persons into whose possession this document or other information referred to herein comes should inform themselves of and observe any such restrictions, limitations or prohibitions. Any failure to comply with such restrictions, limitations or prohibitions may constitute a violation of the securities laws and regulations of such States. This document is directed only to persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order or, (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only to relevant persons and must not be used by persons who are not relevant persons.