On September 14, 2021, Universal Music Group B.V. (which shall be converted into a Dutch public company (naamloze vennootschap)) (the “Company”) announced the publication of the prospectus (the “Prospectus”) in connection with the intended admission to trading and official listing of its shares (“Shares”) on the regulated market of Euronext Amsterdam (“Admission”) in connection with the announced intended distribution by Vivendi SE (“Vivendi”) of up to 60% of Vivendi’s stake in the Company to Vivendi’s shareholders by way of a special dividend and interim dividend in kind (the “Distribution”). Listing of and first trading on an ‘as-if-and-when-delivered’ basis in the Shares on Euronext Amsterdam under symbol UMG is currently expected to commence on September 21, 2021 (the “First Trading Date”).
The approval of the 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 Shares and the Company.
Shares in the Company will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The Prospectus is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute same.
The release, publication or distribution of the Prospectus in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
Each of the Prospectus and/or any other announcements or documents published by the Company, Vivendi or any of their advisors or any representative, is not intended to constitute, and should not be construed as, an offer by or invitation by or on behalf of, the Company, Vivendi, any of their advisors or any representative, 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 Prospectus contains statements, including with respect to Vivendi and the Company’s financial condition, results of operations, business, strategy, plans and outlook, including the impact of certain transactions (notably the planned distribution of up to 60% of the Company’s Shares and its stock market listing), and the payment of dividends and distributions, as well as share repurchases. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made as of the date of the Prospectus. Although Vivendi and the Company believe that such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Such forward-looking statements are included for illustrative purposes only. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside Vivendi and the Company’s control. Vivendi and the Company expressly disclaim any intention or obligation to provide, update or revise any forward-looking statements in the Prospectus to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.
The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser.
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 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.