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Friday, February 19, 2016
Strategic partnership among Canal+ Group, ITI, and TVN
The key liquidity rights provided at the level of nc+ under the strategic partnership formed in November 2012 in relation to television services
in Poland are as follows:
Canal+ Group has a call option to acquire TVN’s 32% interest in nc+ at market value, which is exercisable during the two
three-month periods beginning November 30, 2015 and November 30, 2016; and
in the event that Canal+ Group does not exercise its call option, TVN has liquidity rights in the form of an initial public offering of
its interest in nc+.
In addition, in compliance with Article L. 225-100-3 of the French Commercial Code, it is stated that certain rights and obligations of Vivendi
under shareholders’ agreements (nc+) may be amended or terminated in the event of a change in control of Vivendi or a tender offer for
Vivendi’s shares. These shareholders’ agreements are subject to confidentiality provisions.
22.6 Collaterals and pledges
As of December 31, 2015 and 2014, no asset in Vivendi’s Statement of Financial Position was subject to a pledge or mortgage for the benefit
of third parties.
Note 23
Litigation
In the normal course of its business, Vivendi is subject to various lawsuits, arbitrations and governmental, administrative or other proceedings
(collectively referred to herein as “Legal Proceedings”).
The costs which may result from these Legal Proceedings are only recognized as provisions when they are likely to be incurred and when the
obligation can reasonably be quantified or estimated, in which case, the amount of the provision represents Vivendi’s best estimate of the
risk, provided that Vivendi may, at any time, reassess such risk if events occur during such proceedings. As of December 31, 2015, provisions
recorded by Vivendi for all claims and litigations amounted to €1,222 million, compared to €1,206 million as of December 31, 2014 (please
refer to Note 16).
To the company’s knowledge, there are no Legal Proceedings or any facts of an exceptional nature (including any pending or threatened
proceedings in which it is a defendant), which may have or have had in the previous 12 months a significant effect on the company and on its
group’s financial position, profit, business and property, other than those described herein.
The status of proceedings disclosed hereunder is described as of February 10, 2016, the date of the Management Board meeting that approved
the Financial Statements for the year ended December 31, 2015.
Securities Class Action in the United States
Since July 18, 2002, sixteen claims have been filed against Vivendi and Messrs. Jean-Marie Messier and Guillaume Hannezo in the United
States District Court for the Southern District of New York and in the United States District Court for the Central District of California. On
September 30, 2002, the New York court decided to consolidate these claims under its jurisdiction into a single action entitled In re Vivendi
Universal S.A. Securities Litigation.
The plaintiffs allege that, between October 30, 2000 and August 14, 2002, the defendants violated certain provisions of the US Securities Act
of 1933 and US Securities Exchange Act of 1934, particularly with regard to financial communications. On January 7, 2003, the plaintiffs filed
a consolidated class action suit that may benefit potential groups of shareholders.
On March 22, 2007, the Court decided, concerning the procedure for certification of the potential claimants as a class (“class certification”),
that persons from the United States, France, England and the Netherlands who purchased or acquired shares or American Depositary
Receipts (ADRs) of Vivendi (formerly Vivendi Universal SA) between October 30, 2000 and August 14, 2002, could be included in the class.
Following the class certification decision of March 22, 2007, a number of individual cases were filed against Vivendi on the same grounds as
the class action. On December 14, 2007, the judge issued an order consolidating the individual actions with the securities class action for
purposes of discovery. On March 2, 2009, the Court deconsolidated the Liberty Media action from the class action. On August 12, 2009, the
Court issued an order deconsolidating the individual actions from the class action.
On January 29, 2010, the jury returned its verdict. It found that 57 statements made by Vivendi between October 30, 2000 and August 14,
2002, were materially false or misleading and were made in violation of Section 10(b) of the Securities Exchange Act of 1934. Plaintiffs had
alleged that those statements were false and misleading because they failed to disclose the existence of an alleged “liquidity risk” which
reached its peak in December 2001. However, the jury concluded that neither Mr. Jean-Marie Messier nor Mr. Guillaume Hannezo were
liable for the alleged misstatements. As part of its verdict, the jury found that the price of Vivendi’s shares was artificially inflated on each
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /95