CAN Canal+ S.a

Press release

16 December 2024

ADMISSION TO TRADING

Further to its prior announcements, CANAL+ SA (the "Company" or "CANAL+") announces that its entire issued ordinary share capital, consisting of 991,959,494 ordinary shares, has today been admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities under the ticker symbol "CAN".

-ENDS-

ENQUIRIES

CANAL+

Brunswick Group

Barclays (Joint Sponsor and Lead Financial Adviser)

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

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 of the Company from Vivendi SE (the "Partial Demerger") or in connection with 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 and the prospectus published by the Company on 30 October 2024 (the "Prospectus") and the supplementary prospectuses published by the Company on 15 November 2024 and 11 December 2024 were published solely in connection with Admission.

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.