HAVAS SA Not for publication, release or distribution release, directly or indirectly, in or into the United States, Canada, Australia or Japan, or in any other jurisdiction in which the distribution or release would be unlawful.
This press release does not constitute or form part of any offer, solicitation or invitation to buy, exchange or subscribe for any securities in the United States, or in any other jurisdiction. Securities may not be offered, subscribed or sold in the United States absent a registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The exchange tender offer mentioned in this press release will not be made in the United States and no tenders made from the United States will be accepted.
PRESS RELEASE
Puteaux, 14th January 2015
SUCCES OF THE EXCHANGE TENDER OFFER BY
THE BOLLORÉ GROUP ON HAVAS
The Havas Group has been informed of the success of the exchange tender offer by the Bolloré Group and published today by the Autorité des Marchés Financiers (AMF). The Bolloré Group now owns nearly 73% of Havas(1).
Yannick Bolloré, Chairman and Chief Executive Officer of the Havas Group, said:
"On behalf of the 16000 employees of the Havas Group, I am delighted by the success of this operation. Being part of a family owned group further strengthens our independence and allows us to have a long-term strategy in the best interest of our staff, our clients and all our shareholders. I would particularly like to thank the Bolloré Group which once again confirms its support and its trust in the strategy and in all the management of the Havas Group!"
- After settlement-delivery of the offer and exercise of the BSAARs tendered to the offer.
The acceptance condition - set at over 50% of the share capital and voting rights in Havas (calculated as set forth in the initiators' brochure and approved by the AMF on November 25, 2014) - has therefore been fulfilled.
No materials, nor any information in relation with the transaction mentioned in this press release may be released to the public in any jurisdiction where a registration or approval is required. No steps have been and will be undertaken in any jurisdiction where such steps would be required. The issuance or subscription of securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Havas disclaims any liability resulting from a violation of any such restrictions by any person.
This press release is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended and as implemented in each Member States of the European Economic Area (the "Prospectus Directive").
This press release does not constitute and shall not be considered to constitute a public offering, nor an invitation or a solicitation of a public offering in any jurisdiction.
In the Member States of the European Economic Area other than France ("Member States") which have implemented the Prospectus Directive, no steps have been undertaken and will be undertaken to make a public offer of securities requiring the publication of a prospectus in any of the Member States. Therefore, securities may only be offered in Member States:
(a) to persons who are « qualified investors » (within the meaning of the Prospectus Directive, as amended), or
(b) in any other cases where publication of a prospectus is not required pursuant to article 3(2) of the Prospectus Directive.
This press release is not issued and has not been approved by an authorized person ("authorized person") within the meaning of article 21(1) of the Financial Services and Markets Act 2000. Therefore, this press release is addressed and directed only to persons who (i) are outside the United Kingdom (ii) have professional experience in matters relating to investments falling with article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) are referred to in article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) to any other persons to whom this press release might be addressed in accordance with applicable laws (persons listed in (i), (ii), (iii), and (iv) together being referred to as "Relevant Persons"). The securities are available only to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. This press release or any of its contents must not be acted on or relied on by persons who are not Relevant Persons. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute a securities offering, nor a solicitation or invitation to buy or subscribe securities in the United States. Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the « U.S. Securities Act ») and may not be offered or sold within the United States to, or for the account or benefit of, a U.S. Person (as that term is defined by Regulation S issued under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The exchange tender offer mentioned in this press release will not be made in the United States and no tenders made from the United States will be accepted. Neither the tender offer document nor any other materials relating to the tender offer may be sent, communicated, or released in the United States. Shareholders who tender into the offer will be considered as stating that they do not tender from the United States.
The release of this document in other jurisdictions may be restricted by law. Information in this press release do not constitute a securities offering in the United States, Canada, Australia or Japan.
This press release may not be published, released or distributed, directly or indirectly, by any person in the United States, Canada, Australia or Japan.
About Havas Group
Havas is one of the world's largest and most forward thinking global communications groups. Headquartered in Paris, employing 16,000 people in 120 countries, Havas is committed to being the world's best company at creating meaningful connections between people and brands through creativity, media and innovation, including data and mobile. To realise this, it is organised to leverage innovation and collaboration between its core teams: Havas Creative Group and Havas Media Group. Havas Creative Group incorporates the Havas Worldwide network (havasworldwide.com), 316 offices in 75 countries, the Arnold micro-network (arn.com),15 agencies in 12 countries, as well as several leading agencies including BETC. Havas Media Group (havasmediagroup.com) operates in over 100 countries, and incorporates 4 major commercial brands: Havas Media (havasmedia.com), Arena Media (arena-media.com), Forward Media and Havas Sports & Entertainment (havas-se.com).
Further information about Havas is available on the company's website: havas.com
For more information please contact :
Lorella Gessa
Director of Communications, Havas Group
+33 (0)1 58 47 90 36
lorella.gessa@havas.com:
mailto:lorella.gessa@havas.com
Aurélie Jolion
Director of Investor Relations, Havas Group
+33 (0)1 58 47 92 42
aurelie.jolion@havas.com:
mailto:aurelie.jolion@havas.com
29-30 quai de Dion Bouton 92817 Puteaux Cedex, France
Tel +33 (0) 1 58 47 80 00 Fax +33 (0) 1 58 47 99 99
SA au capital de 165 392 446,80 € - 335 480 265 RCS Nanterre - APE 7311Z
www.havas.com:
http://www.havas.com/
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http://hugin.info/143438/R/1887102/667483.pdf
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: HAVAS via Globenewswire
