In view of the up-coming Vivendi’s General Meeting of April 17 Proxinvest questions hereunder the issuer and AMF on possible breaches of fair shareholder information (ECGS report available online). We publish hereunder the Vivendi and Bolloré answers received on April 16.
Our QUESTIONS :
On Monday, March 2, 2015 at 20:50 the Bolloré Group released that it had acquired an additional stake of Vivendi passing from 5, 15% to 8.15%. However the information given to the market by Bolloré and Vivendi on this operation did not include reference to the associated pledged financing obtained by Compagnie de Cornouaille, a Bolloré company, two loans of Euro 600 and 200 M. “backed on Vivendi shares repayable in March 2020, either in cash or by the delivery of Vivendi shares”.
Why then did this information which could have had a significant influence on their market price appear three days later only on the AMF website under generally unseen Vivendi insiders disclosures? The stock purchases by the Bolloré Group and their funding pose other questions..
Compagnie de Cornouaille has provided us on April 16th. explanations on the wording of its AMF declaration on the Bolloré funding, which actually leaves Bolloré at almost full risk : the covered position of Bolloré group does not exceed 2.5% of the Vivendi capital, see the letter hereunder. Therefore Proxinvest withdraws its following question on the risk position of the Bolloré group : [ As we understand, the loans to Compagnie de Cornouaille are repayable in Vivendi shares, and provide that the holder will have the right to vote on these securities without being exposed to downside risk for five years. Thanks to hedging obtained from the bank syndicates, Compagnie de Cornouaille has on this portion no downside risk but may exercise the corresponding voting rights and even get a double voting from March 2017.
The integrity of shareholder democracy process seems to us here in play. Proxinvest has demanded elsewhere for several years that the law denies voting right at the AGM to shares pledged for resale so that only shareholders at risk validly participate in the voting. The press release of March 2, 2015 by the Bolloré group announcing strengthening the Vivendi capital says “This investment is 852 million euros, reflects the confidence that carries the Bolloré Group in the Vivendi development capability. ” So a third question is whether this point is not misleading when we read later on the AMF website that this increased stake is riskless thanks to the possible delivery of Vivendi shares in 2020. ]
A fourth issue of concern is the insider quality of the Vivendi Chairman of the Supervisory Board of Vivendi which is also controlling shareholder of the COMPANIE DE CORNOUAILLE.
Can such a non-executive and non-controlling Director massively buy shares for his own account while as non-executive chairman and so formally non-initiator, he is necessarily aware of the negotiations conducted by the Management Board of Vivendi? So it is the Management Board of Vivendi who recently announced the negotiations for the purchase of Dailymotion and made public the episodes of its tumultuous relationship with an American shareholder, PSAM. Following a March 17 meeting with PSAM in London the Management Board publicly denounces March 23 its ” attempts to dismantle the Group,” then on March 29 he publicly threatens PSAM and other non EC shareholders of potential prosecution and billion penalties before discovering on April 8 in New York “the ability of mutual understanding that their dialogue has highlighted”…
A final question is the direct damage caused by the confusing information initiated by the Management Board Vivendi Management Board this PSAM episode, to the final advantage of the Boards positions, together with a member of the Supervisory Board representing the employee. Where these open letters to PSAM on legal consequences of crossing of 20 or 50% capital thresholds of a company operating a French television service a misleading information?
The prejudicial effect of these statements and threats widely reported by the press is evidenced by the withdrawal of these two letters from the issuer site after ten days on request of the AMF. Beyond the Vivendi shareholders disturbed by the modification of the company official information these publications have thrown a general doubt on the right to vote of non-EU shareholders in France and the possible association of voting investors in a concert action. A number of non-European shareholders have therefore decided not to vote under the high fines threats announced by Vivendi, thus reducing the rate of participation in the General Meeting of 17 April and making easier for Bollore to obtain the blocking minority needed here impose double voting provision.
This demonstrates how the issuers’ communication for general meetings can seriously mislead investors and impact shareholders democracy. The Regulator’s responsibility is to ensure the protection of public saving, fair information of investors and proper functioning of the financial markets and Proxinvest expects to receive from the issuer and from the AMF precise answers to that the damage due to such events affecting the preparation of the general meeting be repaired and prevented.
April 14 2015 / Updated April 16
The ANSWERS received :
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