Over the course of its existence, a group may have to make important strategic decisions. Implementing a spin-off is one of them.
A spin-off is a simultaneous double operation involving securities: the distribution of a subsidiary’s shares to the parent company’s shareholders and its listing on the markets. In most cases, the new shares of the demerged company are allocated free of charge to the shareholders of the parent company. Sometimes the demerger is partial (only part of the capital is distributed to shareholders).
After the demerger, shareholders therefore hold shares in both the parent company and the new entity. This exposes them to the performance of the newly separated business, which is then directly valued by the market. The management’s objective is to increase the value of each company in the group and reduce any conglomerate discount. Compared with other operations such as a straightforward listing or a sale, a demerger also enables the same shareholder base to be retained.
Uptevia is proud to have once again supported Vivendi in its demerger into 4 entities, following UMG’s listing in 2021. For each Vivendi share held, each shareholder received one share of Canal+ listed on the London Stock Exchange (in the form of a partial demerger), Havas NV listed on Euronext Amsterdam (in the form of a distribution in kind) and Louis Hachette Group listed on Euronext Growth Paris (in the form of a partial demerger), while retaining their Vivendi share. The shares were first listed on 16 December 2024 and delivered on 18 December 2024.
Uptevia carried out the following tasks:
- Centralising agent for the spin-off to Euroclear France (reference custodian),
- Structuring of the transactions with Euroclear France, Euroclear UK&International, the London Stock Exchange and Euronext for the creation and listing of the shares of the new issuers,
- Centralisation of the transaction with the financial intermediaries holding Vivendi shares and distribution of the shares in the 3 new securities,
- Registrar of the 3 new companies Canal +, Havas NV, Louis Hachette Group Management of the Vivendi register of pure registered shareholders, and in particular a sale of shares to cover the taxation inherent in the operation (sell to cover).
