Re Agreements with Vivendi
October 14 2003 - 8:40AM
UK Regulatory
RNS Number:8749Q
Vodafone Group Plc
14 October 2003
Vivendi Universal and Vodafone increase their
cooperation in France
Paris and Newbury, October 14, 2003. Vivendi Universal and Vodafone Group Plc
announce today a number of agreements designed to further improve the
performance of Cegetel Groupe, as well as optimise the cash flows between
Cegetel Groupe and its shareholders. There are four such agreements:
1. Vodafone and SFR have signed an agreement to increase their cooperation
and their joint economies of scale in a number of different areas:
* The coordination of their activities in the development, and rollout of
new products and services, including Vodafone live! which will be launched
later this month and,
* The development of operational synergies in procurement (including IT
and technology) and best practice sharing.
The partners expect that these arrangements will further enhance SFR's
competitiveness and will therefore benefit both SFR's customers and
shareholders.
2. Vivendi Universal and Vodafone have agreed in principle to simplify the
structure of Cegetel Groupe through the merger of Transtel, Cofira and SFR into
Cegetel Groupe, to be renamed "SFR". Vivendi Universal would hold 55.8% and
members of the Vodafone group would hold 43.9% of the share capital of the
merged entity. The balance of the share capital would be held by individuals who
were formerly minority shareholders in Cofira. Providing the mergers receive
regulatory approvals in France and final board and shareholder approvals, it is
currently expected that these mergers would be implemented in the fourth quarter
of 2003. This project is being submitted for information and consultation with
employee representative bodies.
3. Vivendi Universal and Vodafone have agreed to establish the payment of
quarterly dividends by the merged entity to its shareholders from 2004. This
would enhance the access of both shareholders to the cash flows generated by the
company.
In addition, Vivendi Universal and Vodafone have agreed in principle that
Vivendi Universal would be able to access available cash pro rata to its
shareholding from the merged entity through a cash pooling agreement, up to a
limit of Euro250 million. Advances under the cash pooling agreement would be
repayable on the date on which quarterly dividends become payable by the merged
entity. Providing this agreement receives final board approvals, it would become
effective on the date on which the mergers of Transtel, Cofira and SFR into
Cegetel Groupe are completed.
4. As previously announced, Cegetel Groupe and SNCF have agreed to merge
Cegetel Groupe's fixed line business, Cegetel SA with Telecom Developpement, the
joint venture between Cegetel Groupe and SNCF, which operates the largest
alternative national digital fixed line network in France. Cegetel Groupe will
own 65% of the merged company. The new company, to be renamed "Cegetel" will
build on this merger to launch more competitive broadband services focusing
initially on the ISP and corporate markets, and then on the consumer market. It
is currently expected that this merger, which is subject to board, shareholder
and regulatory approvals in France, would also be implemented in the fourth
quarter of 2003.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This press release contains certain "forward-looking statements" with respect to
our expectations, strategy, management's objectives, future performance, costs,
revenues, earnings and other trend information, including statements relating to
expected benefits associated with the above agreements. By their nature,
forward-looking statements are inherently predictive, speculative and involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such words as
"anticipates", "aims", "due", "could", "may", "should", "would" "expects",
"believes", "intends", "plans", "targets", "goal", or "estimates".
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to regulatory approvals
which may require the acceptance of conditions with potential adverse impacts
and risk our ability to realise expected synergies and benefits, the failure of
the necessary parties to reach final agreement with respect to one or more of
the transactions described, and the failure to obtain board, shareholder or
regulatory approval of any merger.
Please refer to documents that Vivendi Universal and Vodafone Group Plc have
filed under the US Securities Exchange Act of 1934 with the Securities Exchange
Commission and/or the French Commission des Operations de Bourse, including
Vivendi Universal's and Vodafone Group Plc's Annual Report & Accounts and Form
20-F for the year ended 31 December 2002 for Vivendi Universal and 31 March 2003
for Vodafone Group Plc and Vivendi Universal's Document de Reference filed with
the French Commission des Operations de Bourse, for additional factors that
could cause actual results and developments to differ materially from the
expectations disclosed or implied within forward-looking statements. All written
or oral forward-looking statements attributable to Vivendi Universal or Vodafone
Group Plc, any members of Vivendi Universal or Vodafone Group Plc or persons
acting on their behalf are expressly qualified in their entirety by the factors
referred to above. Vivendi Universal and Vodafone Group Plc do not intend to
update these forward-looking statements.
For further information:
Vodafone Group: Vivendi Universal Contacts:
Tim Brown, Group Corporate Affairs Director Media
Tel: +44 (0) 1635 673310 Paris
Investor Relations Antoine Lefort
Melissa Stimpson +33 (0) 1 71 71 11 80
Darren Jones Agnes Vetillart
Tel: +44 (0) 1635 673310 +33 (0) 1 71 71 30 82
Alain Delrieu
+33 (0) 1 71 71 10 86
Media Relations
Bobby Leach Investor Relations
Ben Padovan Paris
Tel: +44 (0) 1635 673310
Daniel Scolan
Tavistock Communications +33 (0) 171 71 32 91
Lulu Bridges Laurence Daniel
Justin Griffiths +33 (0) 1 71 71 12 33
Tel: +44 (0) 207 9203150
New York
Eileen McLaughlin
+(1) 212 572 8961
Groupe Cegetel Contacts:
Medias
Caroline Guillaumin
+33 (0) 1 71 07 65 60
Eric De Branche
+33 (0) 1 71 08 93 16
A simplified structure before and after the proposed transactions described in 2
and 3 above is shown below. Note that only the major companies in the existing
Cegetel Groupe are shown for clarity.
(For diagramatic representations of these tables see press release at
www.vodafone.com)
Pre transactions
Cegetel SNCF Telecom Cegetel
Groupe Developpement Fixed Line
Telecom Developpement 50% 50% - -
(note 3)
Cegetel SA 80% - 20% -
Cegetel
Groupe
(note 4) Vivendi Vodafone Group
------------------------ --------------------
Cegetel Groupe - 35% 35% 15% 15%
(direct (through its (direct (through
holding) 70% holding holding) its 30%
in Transtel) holding
in Transtel)
Total economic 70% 30%
interest in
Cegetel Groupe
SFR 80% - 20%
Economic 56% 44%
interest
in SFR
NOTES:
1. Vodafone Group holds its 20% interest in SFR through Vodafone
International Holdings B.V. and Vodafone S.A. and its 15% interest
in Cegetel through Vodafone Holding GmbH
2. Transtel is a holding company which owns 50% of Cegetel plus one share
3. Telecom Developpement is a joint venture between SNCF (50.1%) and
Cegetel (49.9%)
4. Cegetel has a 79.6% economic interest in SFR. Minority shareholders in
Cofira (not shown), the holding company through which Cegetel holds its
interest in SFR, own a 0.4% economic interest in SFR
Post transactions
Vodafone Vivendi Minority
Group Universal Shareholders
SFR 43.9% 55.8% 0.3%
SFR SNCF
Cegetel Fixed 65% 35%
This information is provided by RNS
The company news service from the London Stock Exchange
END
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