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Earnings Call: H1 2021

Jul 28, 2021

Operator

Good evening, everyone, and welcome to the Vivendi H1 2021 earnings presentation. This conference will be hosted by Mr. Arnaud de Puyfontaine, Chairman of the Management Board and CEO, and Mr. Hervé Philippe, a member of the Management Board and CFO. As a reminder, this call is being recorded. During the call, you'll be on listen only. However, later on in the call, during the Q&A session, analysts will have the opportunity to ask questions without any follow-up questions. This can be done by pressing star one on your telephone keypad to register your question at any time. If at any point you require assistance, please press star zero and you'll be connected to an operator. I would now like to turn the call over to Mr. Arnaud de Puyfontaine. Please go ahead, sir. Your line is open.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

[Non-English content ]. Hello, everyone. Welcome, and thank you for joining Hervé Philippe and myself today. As usual, I would like you to invite to read carefully after the call the disclaimer on slide two, and in the appendices, the information that is related to the impact of COVID-19 on our activities. That being said, to start with, we are happy to share that Vivendi has delivered very good results for the first half of 2021. At constant currency rate and perimeter, our revenue improved by 12% organically, and our EBITDA by almost 50% compared to 2020. Even if we compare to 2019, revenue and EBITDA respectively progressed by 12% and 48%. All our businesses have been growing. Once again, we have demonstrated our ability to adapt our activities in record time with a lot of agility in this particularly tough context we've all experienced.

We have also demonstrated our ability to transform our businesses and the whole group in fast changing environments, in line with the plan we have been delivering since 2014. Let me quickly review some key highlights of H1 illustrating my point. The first one is the distribution and listing project of Universal Music Group. Everything is proceeding according to plan. In March, Vivendi's extraordinary general shareholders meeting gave the green light to the proposed distribution of 60% of UMG. In June, the proposed distribution of 60% of UMG was massively approved at Vivendi's annual general shareholders meeting. The listing of the company on Euronext Amsterdam is scheduled to take place on September 21st this year. Please bear in mind that the Tencent-led consortium already owns 20% of UMG, and that the equity interest eventually acquired by Bill Ackman should be between 5% and 10%. Vivendi will retain 10%.

The strong performance of UMG in H1 shows that the joint transformation drive carried out by Sir Lucian Grainge and his teams and those at Vivendi over the last few years has really paid off. We've been able to create significant value in a sector that many predicted was fated to disappear. The second example is the accelerated transformation of Canal+ Group. Canal delivered strong performance in all segments and enjoyed even faster growth in the second quarter. The strategy was defined a few years ago is paying off. Our global subscriber base has increased by 1.8 million within one year and has almost doubled in five years. Canal has succeeded in transforming itself from a traditional pay TV player to a leading content and digital aggregator with over 22 million subscribers in 40 countries. The third example illustrates how we are able to transform our acquisitions.

Editis' H1 revenue jumped by 42% compared to H1 2020, and by 25% compared to H1 2019. Since 2019, when joining Vivendi, Editis has managed to combine the economic performance, organizational changes for greater agility and collaboration with other Vivendi entities, while contributing to the spread of reading and the emergence of new readers. Editis is also playing and will play a leading role in the transformation of the book industry. The fourth example is the continued transformation of Havas Group, which has been able to adjust its organization and cost structure to limit the impact of the crisis. Beyond this very specific context, the group is constantly reinventing its offers to meet with the new expectations of its customers. Havas continues to improve its overall performance quarter after quarter. The fifth and last example, Prisma Media, shows our ability to transform ourselves through acquisitions.

Two months ago, we officially welcomed Prisma Media, the French leader in print and digital magazines with key titles such as Capital, Femme Actuelle, National Geographic, and Harvard Business Review. This acquisition perfectly complements our activities and will help increase our digital reach. With Prisma and Dailymotion combined, we are reaching 39 million unique video viewers a month, very close to YouTube and their 44 million. Prisma's integration perfectly fits our ambition to be a leader in media, content, and communication, rivaling with the industry major players. Gameloft or Vivendi Village are other two examples of this transformation journey. A last word on our situation in Italy. Last week, we closed an agreement with Fininvest and Mediaset putting an end to our disputes. We welcome this positive development, and we reiterate our commitment to playing a long-term industrial role in Italy.

As for Telecom Italia, we will keep contributing to the acceleration of the company's transformation. Our transformation capacity would be nothing without value creation. The plan that has been driving us since 2014 is to create value for all stakeholders over the long term. As you can see on the chart, our share price, which is an important indicator of our group's performance, has risen by 112% with dividends reinvested between June 2014 and July 2021, compared to 78% for the CAC. From January to end of June 2021, the sum of EUR 653 million was returned to shareholders through the payment of a EUR 0.60 dividend per shares approved at the last shareholders meetings. From June 2014 to June 2021, EUR 17 billion were returned to the Vivendi shareholders through dividends and share buyback.

The first six months of 2021 have demonstrated that Vivendi is moving forward and building a unique content media and communication company. Despite market uncertainties, we are excited by the road ahead. We have strong assets to succeed. The solidity of our strategic plan, the uniqueness of our integrated model, the robustness of our activities as demonstrated by our first half results, and more and above all, the support of our main shareholder, the Bolloré Group, providing stability over the long term. There can be no great industrial plan without continuity and sustainability. This plan is and will remain one of constant transformation of our assets to create value for all stakeholders. Thanks for listening. I will now hand over to Hervé.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

Thank you, Arnaud. Good evening to everyone. It's my pleasure to present to you our financial results for the first half of 2021. On the first table of this slide, you can see that for this half, the currency effect is more important than the scope effect. Regarding the change in currencies, the trend reversed during this first six months, with the strengthening of the euro against the US dollar. Therefore, for this half, FX had a negative impact of 400 basis points on our revenues, mostly at the UMG and Havas levels. The main change in the scope of consolidation was the acquisition of Prisma Media, completed at the end of May. Therefore, the impact is quite small. Also, even though the sale of the second 10% stake in UMG in January 2021 has not impacted the group's revenues, the transaction impacted our results and equity.

On slide 11, you have a summary of the key financial metrics for the first half of 2021. As announced by Arnaud, Vivendi's financial results are very strong with, first, revenues increasing above the EUR 8 billion threshold, with an organic growth of almost 12%. Second, 49.3% organic increase in EBITDA. Third, an adjusted net income increasing by 24%. Net debt amounted to nearly EUR 2.9 billion at the end of June 2021. Going to slide 12 on the P&L. First, it is worth noting that for the second time, the P&L did not benefit from the recognition of the EUR 2.4 billion capital gain on the sale of the second tranche of 10% of UMG, which was directly accounted for through equity in accordance with IFRS rules. I will comment on revenues and EBITDA later when I discuss the performances by business unit.

On this slide, let me highlight the main changes in the P&L compared to 2020. First, the line income from equity affiliates represented a loss of EUR 38 million and notably included Vivendi's share of Telecom Italia's net earnings. Second, income from investments included the dividends received from Mediaset for EUR 102 million. Other financial income and charges were impacted by the revaluation of our stakes in Spotify and Tencent Music. The impact is this year negative, while it was positive last year. Lastly, non-controlling interest increased by EUR 25 million, reflecting Tencent's 10% stake in UMG's share capital. At the bottom of the table, you can see that the adjusted net income increased by 24% compared to H1 2020, and by 30% if compared to H1 2019. This result, that is restated of some non-cash IFRS accounting treatments, is more representative of the economic performances of the group.

Moving to the balance sheet on Slide 13. In short, our balance sheet is in very good shape. The most notable changes compared to the 2020 year-end balance sheet relate to the impact of the sale of the second tranche of 10% of UMG, leading to an increase in equity of EUR 2.9 billion. Therefore, consolidated equity increased by EUR 19.3 billion, and financial net debt was just below EUR 2.9 billion. The gearing is at 15% against 30% at the end of 2020. As for assets, we haven't had to take any impairment test on goodwills, and the value of our financial investments amounted to EUR 8 billion.

I will comment further on our portfolio of assets on the upcoming slides. On Slide 14. Beyond our consolidated assets, Vivendi is managing a portfolio of investments that we can divide in two categories. First, investments accounted for under the equity method.

Vivendi owns stakes of 23.75% in Telecom Italia's ordinary shares and voting rights and 32.9% in Banijay Group. After acquiring Endemol Shine last year, Banijay became the world leader in the production and distribution of audiovisual content. Vivendi has also taken several stakes in leading media companies. First, in 2020, Canal+ bought a 12% stake in MultiChoice, which is a leading South African pay TV company in English-speaking Africa and a perfect complement to our activities on that continent. Second, we own a 27% stake in Lagardère after its transformation from a société en commandite to a société anonyme. In Spain, we have a 1% stake in Telefónica and a 9.9% in Prisa, the leading media and education company in the Spanish-speaking world, which owns, among other things, the Spanish daily newspaper, El País.

Regarding our stake in Mediaset, as Arnaud reminded you, we closed the agreement with Fininvest and Mediaset. As part of this agreement, we received a dividend of EUR 402 million and sold 5% of Mediaset for around EUR 160 million. This agreement puts an end to the disputes at a very low cost for Vivendi and led to an increase in the value of our stake in Mediaset. In July, we received more good news on the litigation front. The Paris Court definitively dismissed all the claims around our financial communication between 2000 and 2002. This latest decision and the agreement seen on Mediaset terminate two significant risks we have had been carrying for several years. Let's move to the evolution of our financial net debt, which mainly reflects the following.

First, the cash received from the sale of the second tranche of 10% of UMG in January 2021 for EUR 2.8 billion. After the return to shareholders for a total amount of EUR 800 million, which includes the dividend paid and also the share buyback program until mid-February. Third, the financial investments, including Prisma Media and our stake in Prisa. The operating cash flow generated by the businesses with amounting to EUR 700 million that I will talk about later on.

At the end of half year, financial net debt landed at around EUR 2.9 billion. However, we should receive EUR 3.3 billion from the sale of another 10% of UMG before the distribution, and also taking into account the completion of the deconsolidation of EUR 2 billion of UMG debt, Vivendi's restated cash position would be close to EUR 2.4 billion positive. Back to the half year debt position on the next slide.

Out of the EUR 2.9 billion of net debt, Vivendi's gross cash position amounted to EUR 1.8 billion, and gross debt was EUR 4.6 billion. As shown in the chart in the middle of the page, the bond maturities are spread over time until 2028, and the average debt maturity stands at four point five years. In total, Vivendi's liquidity position is solid, with a net debt to equity ratio amounting to 15% and total financial availabilities of around EUR 10 billion after the distribution of UMG. Going to Slide 19 on the performances by quarter, which highlights the variation in organic growth attributable to the pandemic. In Q2, we posted a global organic growth of 18.9%, recovering from a - 7.9% decrease in Q2 last year. All our businesses contributed to these strong performances and delivered strong growth. Going to Slide 20 on the performances by business unit.

In the first half of 2021, Vivendi's revenues reached over EUR 8 billion, an increase of more than EUR 800 million compared to the first half of 2019. The group's margin had remained stable at 9.7% in H1 2020, which was a good performance in the context of the pandemic. In 2021, the margin has resumed its solid growth and stood at 13% this half, representing again an EBITDA margin of more than 300 basis points. More specifically, some of the group businesses were hit hard by the pandemic, notably Havas and Editis. In H1 2021, we saw a strong rebound in these businesses, as well as continued growth in the profitability of Universal Music and Canal+. Let's take a closer look at the key performances metrics for each business unit, starting with Universal Music on slide 22.

Recorded music revenues were up 30% in Q2, driven by the growth in streaming and subscriptions, physical and licensing. The biggest factor in the acceleration of these businesses this quarter was the COVID impact in the prior year. The second quarter of 2021 also included a catch-up payment from platform. Excluding this catch-up, streaming and subscription revenues grew 25%. Music publishing revenues were up 1% year-on-year, driven by growth in streaming and subscription too. Excluding the non-recurring item included in the second quarter of 2020, publishing revenue grew by 20%. Merchandising revenues grew 67% thanks to the improved retail and direct-to-consumer sales. On the next slide, we focus on margins. I say that UMG's half year accounts will be also published tonight simultaneously with Vivendi's ones. The margin expansion was largely driven by the revenue growth and cost control.

The EBITDA margin increased from 14.8% in H1 2019 to 19.7% in H1 2021, representing a steady growth of 490 basis points. Going to slide 24, you can see all the UMG's key financial figures I already mentioned. In addition, the bottom of this page shows UMG's CFFO of €370 million in H1 2021. After cash flows generation being impacted by increased content investment in H1 2020, UMG's cash generation increased by €310 million in H1 2021, reflecting improved operational performance. We still believe it is worth continuing to invest in music content as the right opportunities present themselves at a justifiable price. Moving to the very good performances delivered by Canal+, starting with the subscriber base metrics on slide 26.

After gaining 3 million subscribers and crossing the 20 million mark, thanks in particular to the integration of M7 Group in September 2019, Canal+ has been continuing the same dynamic trend of increasing its subscriber base in 2021. There are almost 1.8 million additional subscribers compared to June 30, 2020, and Canal+ reached a total of 22 million. Subscribers outside metropolitan France now represent 60% of the total base, reflecting the increasing strategic importance of Canal+ international activities. In more detail, the graph of the left breaks down the growth of the international subscriber base. After the successful integration of M7 Group in 2019, all zones continued to grow in 2020 and 2021. As of June 30, 2021, Africa almost reached the 6 million mark, driven this half by the broadcasting of football championships, Euro and Copa América.

In April, we also started operation in Ethiopia, the second most populous country on the continent. Nine local language channels have been created and are off to a promising start. On the right, the subscriber portfolio in mainland France also showed a net growth of 349,000 subscribers over 12 months, driven by OTT offers and the exclusive distribution of channels such as beIN Sports and Disney+. The offer was further enhanced by Starzplay, illustrating Canal+ ability to aggregate the best content and application on the market and driving high customer satisfaction. Turning to Canal+ Group's key financial figures on slide 28. Canal+ revenues were EUR 2.8 billion, up 4.7%. Internationally, revenues grew by 4%, thanks to the contribution of Africa on the significant increase in the subscriber base.

Second, in mainland France, revenues grew slightly thanks to free TV, which benefited from the catch-up in the advertising market on a good performance from CNews. StudioCanal had a strong half year with revenues up 41%, driven by very good performances from its catalog and TV series. Profitability was up 10% compared to H1 2020, despite a tough comparison base as in H1 2020 included savings related to the disruption of sports events and films on television content shooting. Finally, cash flow generated by Canal+ Group was EUR 457 million in H1 2021 compared to EUR 653 million last year. This unfavorable evolution is largely due to the deferral of certain disbursements regarding sports rights and film last year. That being said, the EBITDA conversion rate remains solid. Moving to slide 30 with Havas, our communication business, and a focus on the two key financial indicators of Havas.

The slide on the left shows a sequential improvement of net revenues. Since the strong impact of the pandemic in Q2 2020, quarter after quarter, the hard work of Havas team has led to a strong recovery with a growth rate of 15.8% in the second quarter of 2021. On the right, you can see the dynamic rebound in the first half EBITDA. This graph confirms that Havas is gradually returning to a normative profitability. This improvement is attributable to the cost adjustment plan introduced in the early stage of last year's pandemic outbreak and to a strong recovery in business momentum. These financial performances demonstrate the crucial role of Havas and communication agencies as a whole in providing strategic support to brands. On the next slide, let's have a look on the breakdown of net revenues of Havas.

First, on the left, you can see that the healthcare and wellness sector has remained the most dynamic and important sector at Havas. Havas has a very strong market position in this business, particularly in the United States. Second, on the right, Europe represented almost 50% of Havas activity, while the United States stood at 40%. Turning to Havas Group's key figure on slide 32. The net revenues of Havas Group reached EUR 1 billion on organic growth of 7.3% year-on-year. Acquisition contributed positively by 1.2%, and currencies had a negative impact of 5.4%. Havas progressed in all the regions. The biggest contributors were Europe and North America, both reporting a double-digit growth. To complete the overview, the operating cash flow, CFFO, which of course is usually negative at this period of the year, also improved strongly.

Havas Group is embarking on the second half of 2021 with confidence thanks to the sustained business levels and innovative commercial offers such as user experience, e-commerce, and meaningful media experience. Going to slide 34 on Editis, with a very good performance over the last 12 months with a marked rebound in sales since Q3 2020 and even an acceleration in H1 2021. This performance is not only the result of a favorable basis of comparison with the first half of 2020 and the first lockdown in France. Since Editis revenues jumped by 20.5% compared to the first half of 2019, as we can see on the next slide, where you can see all of the Editis key financial figures. Reflecting the solid commercial performance, both EBITDA and CFFO improved dramatically in H1 2021. EBITDA was EUR 10 million compared to an operating loss of EUR 21 million.

An operating cash flow improved from -EUR 76 million to -EUR 23 million. Let me now give you the relevant information for our smaller consolidated assets. You have more figures in the appendix. We finalized the acquisition of Prisma Media on May 31. As such, its contribution to Vivendi's H1 revenues and result is not significant. Revenues of EUR 29 million were consolidated by Vivendi in H1 2021. Gameloft sales amounted to EUR 120 million in H1 2021. Its product mix significantly improved during the first six months of 2021, thanks to the successful launch of two new games in April on Apple Arcade.

Vivendi Village ticketing activities experienced a significant recovery following the announcement of the lifting of health restriction in Q2. In total, 8.2 million tickets were sold by See Tickets in the first half of the year. New initiative brings together the Dailymotion platform and Group Vivendi Africa.

Dailymotion is now the leading French video platform, and GVA has been building a broadcast internet network in Africa under the CanalBox brand. It is currently present in five countries and expects to continue its strong growth, supported by an ever-increasing demand for very high-speed home access in Africa. Finally, this slide gives you the six months pro forma figures of Prisma Media. These data are presented for illustration purposes only. This concludes the presentation of our first half of 2021 results, which reflect the very strong performance of our businesses. Please note that we will release our Q3 2021 revenues on October 21st, after market close. Thank you very much for your attention. We are now ready, Arnaud and myself, to take your questions.

Operator

As a reminder, if you would like to ask a question on today's call, please press star one on your telephone keypad. To withdraw your question, please press star two. You will then be advised when you can ask your question. Again, it is star one on your telephone keypad. The first question is coming from the line of Omar Sheikh from Morgan Stanley. Omar, you're unmuted. You may now go ahead.

Omar Sheikh
Analyst, Morgan Stanley

Good evening, everyone. Thanks for taking the question. I've got three, if I could. If I could start, Hervé, with the one-off in universal streaming revenues in the quarter. Could you confirm the drop-through to profit? I think it's EUR 33 million of one-off revenue. I was wondering how much of that revenue converted to EBITA in H1. That's the first question. Secondly, I wondered if you could, maybe Arnaud, give us an update on where we are on Pershing Square. Do you know at this point whether they'll buy 5% or 10%? Do you anticipate holding the 10% of Universal that you'll be left with post the listing for the long term? That's the second question. Thirdly, either Arnaud or Hervé, a question on your financial capacity. You mentioned in one of your slides that you've got up to EUR 10 billion of financial flexibility.

You are obviously currently net cash. Could you maybe just talk about your priorities for the business going forward in terms of buybacks, M&A or investment in the business? Thank you very much.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

Okay, let me take the second question. It's Arnaud de Puyfontaine speaking. Hi, Omar. On the question for Pershing Square, we announced that we were expecting to complete an agreement with Bill Ackman before mid-September, the 14th of September. I can't be any more specific at this stage, but we are working. As regard to constructively, should I say. As regard to the 10% remaining, we don't have a specific origin as regard to the remaining 10% that are going to be held by Vivendi.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

To answer the first question on the one-time item. It's a catch-up payment. The impact on the EBITA is more or less in line with the percentage of profitability of streaming and subscription.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

As regards to the third question, which is our financial capacity. Well, since 2014, we always said that in the context of our strategic agenda, the resources available to us are going to be used in the interest of value creation. We don't have any specific objective at this stage, but that's going to be a combination of obviously organic growth. Point number two, bolt-on acquisition in terms of M&A. Last but not least, we have had this share buyback agreed in the context of the AGM, which is going to be a third lever. That's the position as it is. We want obviously, we have the financial management of the company and the decrease of the debt.

Omar Sheikh
Analyst, Morgan Stanley

Thank you very much.

Operator

Thank you so much for your question, Omar. The next question is coming from the line of Adrien de Saint Hilaire from Bank of America. Adrien, you're unmuted. You may now go ahead.

Adrien de Saint Hilaire
Analyst, Bank of America

Thank you very much. I have a few questions as well, please. Good evening, Arnaud. Good evening, Hervé, and the whole IR team. You've just answered Omar Sheikh's question about how you might split the capital allocation. I'm just curious in terms of sectors within Vivendi, what are the sort of priorities between books, between games, between pay TV, or advertising? If you could try and maybe put this in order, that would be quite useful. Secondly, on Canal+, can you give us a sense of what you think about any improvement in profitability in the second half of 2021? Would you expect that it will follow the same trend that you saw in the first half, or are there any other moving parts? Last question, you've disclosed that you own a 1% stake in Telefónica, which I presume you invested in last year.

Can you tell us the rationale for that investment? What is it that you're trying to do with them, given that you were a shareholder before, you sold your stake and you've bought one again? Help us understand, please, the rationale for that investment. Thank you very much.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

[Non-English content] First question. I have read one of your last research, and the title was Prisma, A Little Bit of a Distraction, if I do recall. You know how I'm very keen in learning from your research. As regard to sector prioritization, I will not give you any specific. What we want is to build an industrial media content and entertainment group. You know our different line of business. We step by step are building an industrial winning formula in all the different initiatives between all our line of businesses. To give you an example, we're currently having within Group Canal, more than 10 projects which are coming from initiatives triggered by Editis.

You remember that not only as regard to Editis, we truly believe in the capacity to have a successful story in value creation in the book industry, but also the books, more than 2/3 of creative ideas in terms of TV series or film production are coming from creative ideas on books. We are playing with this kind of a winning formula. No very specific priorities, but very in-depth attention about the opportunities which may be available to us and with smart resource allocation, capacity to feed our ambition in terms of writing and delivering on our ambition by organic investment and M&A.

Let's do consider that all the businesses we are in today are businesses which are part of our strategic agenda and within which we'll invest in any shape or form if and when the opportunity arise. Let me restate that we'll do that in applying strict financial discipline. I will answer also your third question, which is about Telefónica. We are good in terms of building our strategic agenda in French-speaking territories. We are good in terms of building our strategic agenda in English-speaking countries. We want to increase the exposure to Spanish-speaking territories. We have taken a stake in Prisa early this year. We have a strong position in the production industry with Bambú Producciones. We have a strong presence with Havas, led by Alfonso Rodés in Madrid and covering also South America.

As regards to Telefónica, it's a story which did start, you're absolutely right, in summer 2014 because we took the stake of Telefónica in Telecom Italia when we complete the transaction on GVT, for those who have a knowledge about the story of Vivendi. We built a relationship. We had to dispose of the stake based on the CADE regulation. The CADE is the Brazilian antitrust. Telefónica is a key player in Spain and other territories, but mainly in Spain. We do believe in these opportunities that we see arising in terms of building bridges between telco and media operators. That has been one of the basic reasons of the position we're in Italy. For us, it's to be a shareholder and to have a strong relationship with a very talented team at Telefónica and providing with options in the future.

That's the reason why we wanted to build again after have been received a clearance from CADE. We wanted to rebuild this stake in the company. For instance, Telefónica is one of the shareholder of Prisa, and in a different initiatives we're currently working on, because again, every investment on our side is based on, first and foremost, an industrial rational, which has to be reinforced by financial perspective. In financial perspective on their own right is not enough. We do things and we've got stake in operation where we can see opportunities on the long term with a kind of an industrial approach. This is the reason why we have this stake in Telefónica. I hope that I did answer your question, Adrien. I'm going to hand over to Hervé.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

To answer the question on the second half of Canal+, as you imagine, Vivendi doesn't give any guidance on the full-year. We are still in a current sanitary context, which is complicated. There is little visibility, and more specifically for Canal+, some important elements are still pending, such as media chronology, the financing of cinema, the Ligue 1, rights, and so we are very satisfied with the results of Canal+ and the good work which has been done, especially in terms of costs, but I will not give you any more precise guidance.

Adrien de Saint Hilaire
Analyst, Bank of America

Thank you.

Operator

Thank you, Adrien, for your question. The next question is coming from the line of William Packer from Exane BNP Paribas. William, you are unmuted and now go ahead.

William Packer
Analyst, Exane BNP Paribas

Hi there. Many thanks for taking my questions. Firstly, thank you for confirming the date of the UMG CMD. Could you give a little detail what to expect? For example, will there be new financial targets? Any confirmation or color there will be helpful. Secondly, another half of very healthy profit progress at UMG. If we exclude the one-offs, which we've already discussed, could you talk about how sustainable that profit improvement is? My understanding is the business has benefited from some pandemic-related savings. To what extent are they in inverted commas, one-off? Finally, in the U.K., the committee from the Department of Culture had published a report on the future of the music streaming industry and made various recommendations that, if enforced, could bring some changes to the current distribution of streaming revenues to industry stakeholders.

I wonder if you could just share your initial perspectives on that report, and whether it's likely other countries could follow suit, such as the United States or European Union. Thanks.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

Okay. Well, it's true that we will have a capital market day on Universal Music on the 15th of August. Invitation will be launched by Universal Music. It will be the occasion for the management of Universal Music to update on the business and to give ideas on the future and what could be their targets or their financial targets. For the profits and the growth of the profits, if you relate it to the specific OTIs we had this semester, I would say, first, in my view, we have very often such good news for Universal Music. I don't remember any year in which we didn't have such a one-time positive impact, which are generally related to the resolution of old problem or situation in which some players don't pay the royalties they would normally have to pay.

This being said, the growth in the profitability at Universal Music relies largely on the operating leverage. Very logically, when you have such an important growth at the top line and you have some sort of fixed cost, you have a very good operating leverage, which is the case at Universal Music as you have seen this year. Thank you. Do you want to take it on the U.K.?

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

I will take the U.K. with great pleasure. As regard the point you're raising, William, the report from the select committee is only advisory, and the government isn't required to accept the recommendation, and in many case doesn't. At this point, it's not certain that any legislation will be brought forward. In that context, at this point, it is far too early to speculate about whether or what the CMA might investigate and let alone what conclusions would be. To put your question in a context, since I had the great pleasure to join Vivendi in 2014, as regard to the logic and the supply chain within the music industry, there's been always discussion as regards to the relationship between the different stakeholder.

The only thing that I'd like to say is in that context, one of the things and one of the key USP of Universal Music Group, and which is lived on every day by Sir Lucian Grainge and his team as Universal Music Group, is the respect of creative artists. When you see the turnaround of the industry, when you see where we are at today compared to where we were in 2015, I think part of the winning formula has been to be the number one and the most creative music company, and to get this attraction capacity to build a strong and long-term, sustainable relationship with the artist. There is trust, but there is also common interest. I don't see, in any industry, sustainable growth without the capacity to define an agenda and a way of doing things with an alignment between the different participants.

I do see on the short, mid, and long term, in every aspect of value creation and relationship between the different players in the industry, an approach that would destroy this kind of alignment between those stakeholders. I take the opportunity of your question of U.K. to reiterate what has been my point in different circumstances. We discussed in the past the relationship between Universal Music Group, for instance, and digital streaming platform, and many other situation. I remain convinced that there is a kind of a common agenda, and there should be a kind of alignment between the different players within the industry, and that is going to be the case. Thank you.

William Packer
Analyst, Exane BNP Paribas

Many thanks.

Operator

Thank you, William, for your question. The next question is coming from the line of Julien Roch from Barclays. Julien, you're unmuted and now go ahead.

Julien Roch
Analyst, Barclays

[Non-English content] Usual three questions. The first one is, in 2019, EUR 306 million of UMG content investment were purchase of catalog. Hervé told us during the results call, in 2020, UMG spent EUR 1.5 billion in content. If we assume broadly the same ratio that in 2019, this is another EUR 900 million of catalog. I wanted to know, how much did this EUR 1.2 billion of investment contribute to UMG organic in H1? That's my first question. The second question is, how would you get EUR 10 billion of financial flexibility? You're going to get EUR 2.4 billion of cash post distribution in sales of UMG. That's a 7.6% gap. EBITDA post UMG distribution should be EUR 0.8 billion, 10 x gearing seems high to me. The last question is, how much was the one-off in Q2 in music in million euros?

Omar Sheikh said 33, I calculated 50 via the indication you gave on recorded and 43 via the indication you gave on streaming. I know it's a small number, but we might as well get the right number. [Non-English content].

Hervé Philippe
Member of the Management Board and CFO, Vivendi

Your first question on the contribution to revenue and EBITDA for the investments which were made last year. First, it's important to say that when we expand or extend a deal which is with an artist with whom we are already working, there is no specific revenue impact. On the other hand, there is an EBITDA impact when we fully acquire publishing catalog, and there is no longer a royalty expense to that artist. For some of the deals closed in 2020, the rights come to UMG over a period of time, and thus they are not completely entirely reflecting in the 2021 results. We continue to believe that it is a very good thing to invest in content and to take opportunities when they come and to deal them at reasonable and justifiable prices.

The third question on the one-time in the second quarter of 2021, the catch-up payments in streaming and subscription was EUR 41 million. Your second question was referring to our financial availabilities of EUR 10 billion. We've given this figure considering the net cash we would have after the UMG distribution plus the value of the financial asset and liquid asset we have. We arrive very easily at EUR 10 billion of availabilities and possibilities. I suppose, obviously, that we could, I would say, sell some of our stakes to take such an amount of opportunities. If we have the stakes, we could have also the means to make operation with that. That's why EUR 10 billion is quite easy to calculate. Thank you.

Julien Roch
Analyst, Barclays

[Non-English content]

Operator

Thank you so much, Julien, for your question. The next question is coming from the line of Matthew Walker from Credit Suisse. Matthew, you're unmuted and now go ahead.

Matthew Walker
Analyst, Credit Suisse

Thanks a lot. I hope you can hear me, three questions, please. The first one is, you mentioned UMG had repaid the debt to Vivendi. What net debt will UMG list with, please? If you could just explain that. The second thing is obviously, one of the reasons the shares have retraced since the announcement on the 60% distribution is people are worried about what's going to happen to the stub price of Vivendi, excluding UMG. Why not protect the value of the stub by saying that you're going to do a buyback? You may end up with a situation where there's a big dislocation and the stub price will fall really dramatically. 3rd question is what's happening on football vis-a-vis Amazon? You mentioned that you weren't going to broadcast the rights when Amazon got their rights pretty cheaply.

Can you update us on the football situation and what your intention is with Ligue 1 rights up until 2024? Thanks.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

The first question on the UMG debt. Obviously, we have in the figures roughly EUR 2 billion of net debt, which is the consolidation of the debt from UMG at Vivendi level. It would mean that at the same time, UMG will have a net debt of roughly EUR 2 billion.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

As regards your question for the football rights. As you have read, it's a complex subject, and I can't express myself as some legal situation are underway. We at Vivendi obviously fully support Maxime Saada, the Canal+ CEO, in his position, which is very factual. To be paying EUR 332 million for two games of French Ligue 1 in a context where Amazon will pay EUR 259 million for eight games. As a matter of fact, we've got a problem, and that's the reason why we are very determined to defend our interest.

What I know, nonetheless, is other and above this French Ligue 1, what I know is that Canal+ will have on screen, on air for subscribers, two of the best games every day of the Champions League, which is coming back on Canal+. We're going to have the best game of Europa League. We have great results in English Premier League. We love the English Premier League on Canal. We've got the rugby Top 14, which is a fantastic championship. We've got Formula One, which is going from strength to strength in terms of viewership rate. We've got MotoGP, fantastic. We've got golf. We've got boxing. In the context of this wonderful sport offering, we've got the generalist format of Canal+ with movie, TV series, documentaries, program for young people.

We're confident that whatever happens on the Ligue 1 in France, we have a solid offering, which is second to none in the context of the French market.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

On the question of the possibility of a buyback after the distribution. Yes, this is absolutely a possibility for the management board to launch a buyback program on the market after the distribution. Nothing has been decided yet. Indeed, it will be in due time, but the general meeting of shareholders approved the possibility to make buyback and gave the authorization to the management board to do it. This is clearly a possibility to do and to launch it after the distribution.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

I add to that the authorization which has been given to the management board is with a maximum price of EUR 29.

It doesn't mean, obviously, that the buyback price would be set at this price, and conditions to launch any buyback program would be examined by the management board and will notably depend on market conditions. Thank you.

Matthew Walker
Analyst, Credit Suisse

Thank you.

Operator

Thank you, Matthew, for your question. The next question in the queue is coming from the line of Christophe Cherblanc from Société Générale. Christophe, you're unmuted and now go ahead.

Christophe Cherblanc
Analyst, Société Générale

Yes. Good evening, Arnaud. Good evening, Hervé. Three on my side, please. First, on the Pershing Square situation regarding the potential leftover, what is your plan? What I mean by that, are you going to look for a core investor, or would you be willing to place the leftover potentially ahead of the listing or just at the time of the listing? That's the first question. The second question was on Canal+. How do you account for the dispute? What I mean by that, are you still charging in your P&L provision for the sub-licensing contract with beIN and not paying the money, is that the way you're accounting for the situation? Also on football, what is your best estimate of the football fanatic hardcore base, which is at risk? I'm sure you've run a scenario analysis. The last one was on Havas.

Hervé was mentioning a return to normative profitability. What do you mean by that? Is it low-teen margin, mid-teen margin? Any clarity would be super helpful. Thank you.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

[Non-English content] I will take the first one on Pershing. We are discussing and working with Pershing, and it's going to be as disclosed between 5%-10%. If there were a percentage remaining available, we've got high demand for this potential remaining stake. We're still on plan. Under the circumstances of not having the 10% with Pershing, which is not the favorite scenario, we have a high demand to be able to match the 10%. If we were in any shape or form not completing that, we've got also the possibility to keep and to get and to have this potential few percentage available for us on the market post-listing. Hervé?

Hervé Philippe
Member of the Management Board and CFO, Vivendi

On Canal+, obviously the situation is evolving, and as you have seen, Canal+ has won an important trial in court last week. There is no specific provision in the account for that. I would say on the contrary, the fact that Canal+ will not be obliged to pay for the sub-license to beIN Sports can be a sort of savings made by Canal+ in the future. This being said, we have to calculate and to see what could be the impact on the subscriber base of such a new situation for football. Frankly speaking, we do not expect to lose a lot of subscribers. As Arnaud just mentioned, all the sports that are available on Canal+, and especially the Champions League for football, which is an important driver of subscribers in our view. For Havas, what can be the margin or the normative margin at Havas?

First let me say that we are very satisfied with Havas and the possibility to adapt the cost base to new situation and to see a return to profitability. We believe that it can be back at the end of 2022 to a normative profitability, which is 10% EBITDA, which was the case in 2019, I believe.

Christophe Cherblanc
Analyst, Société Générale

Thank you.

Operator

Thank you for your question. The next question in the queue is coming from the line of Richard Eary from UBS. Richard, you are unmuted, now go ahead.

Richard Eary
Analyst, UBS

Good evening, everyone, and thanks for the call. Three questions from myself. Just on the streaming revenues. Obviously, they have benefited or should have benefited from some streaming plus deals that came through in the first half. They should also benefited from a, obviously, cycling of the advertising environment from last year. I'm just trying to get maybe a little bit more color in terms of streaming plus paid subscription and ad-funded subscription and what was driving the growth in the second quarter. That would be helpful. The second question goes back to, I think, a number of questions about Canal+ profitability in the second half of the year. I think I was right in thinking that the second half of last year benefited from savings from football rights.

Should we assume that those savings accrue in the second half, or they've been offset by additional rights that you purchased, which could obviously impact the profitability half on half, as we look at the second half? Then just lastly, I don't know if you can update us in terms of when we're going to get a clearer picture of the actual physical offer structure and the mechanisms for the demerger and the pricing of which the scrips will be set for demerger. That would be helpful. Thanks.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

For the first question on the streaming subscription trend in the Q2, we had first in the Q2, frankly, a very good base effect due to the level of sales in Q2 2020. We had a good impact in the ad-funded part of streaming business indeed, because the value of ad is much better this year than it was last year. We have also the fact that we have the effect of the new contract, which have been paid, which have been concluded in the past with TikTok, with Facebook, and so on, different new contracts. I think this is interesting to say that probably during the capital market day at the end of August, you can have some additional color on the growth to come in streaming and subscription for Universal Music.

For Canal+, frankly speaking, you have plus and minus in different aspects on the cost of sports last year on this year. This is why this is quite difficult to predict what could be the evolution of profitability in the second part of this year. You see, we have already done an important job at Canal+ in term of cost control in the central cost, I would say, of Canal+ also in the content cost. We are satisfied with that. It's difficult to predict for the second part as many factors can have an influence on the final level of the cost. I'm not sure to have well understood the third question on the demerger cost.

Richard Eary
Analyst, UBS

Just on the third question, just trying to get an understanding of when we're going to get more details of how the split will physically work when we get through to the 21st of September, and how the pricing mechanisms will work.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

Well, it will be more clearly explained in the prospectus at the beginning of September. Normally on the first day of trading on September the 21st, each shareholder of Vivendi will receive a share in Universal Music, which will be tradable on the market on the 21st of September, even as a mechanism of [Non-English content] will give the shares only two days later. The shares will be tradable on the market on the first day, on September the 21st. There will be an indicative price, which will be given by us and the bank the day before, we will have a sort of auction in the market in the morning to determine the first listing price of Universal Music.

Details will be given later on that. This is broadly what I think the things will happen on this first day of trading of Universal Music in Amsterdam. Thank you.

Richard Eary
Analyst, UBS

Thanks. Can I just ask a follow-up to the second question on Canal+? Can you just go through the pluses and minuses, and so we can understand how the numbers may pan out in the second half for Canal+?

Hervé Philippe
Member of the Management Board and CFO, Vivendi

No, I'm sorry. I cannot answer this question.

Operator

Okay. Thank you for your question, Richard. The next question from the queue is coming from the line of Conor O'Shea from Kepler. Conor, you're unmuted and now go ahead.

Conor O'Shea
Analyst, Kepler

Yes. Thank you. Good evening, everybody. Thanks for taking my questions. Just a couple of questions. Just to follow up on the legal uncertainty. Could you just clarify at least what you understand to be the expected timing of any decisions on outstanding litigation between yourselves and beIN and/or the league, when we could expect a decision? I imagine it's before the start of the next season. If you could just confirm that would be great. On the publishing side, do we have an idea of just the seasonality? You gave some proforma numbers for Prisma for the six months in terms of revenues and EBITA. Could we have an idea of the full-year earnings or sort of second half weighted in a normal year? Also on Editis, you had very strong growth in the distribution side.

Just wondering what's driving that, and is it higher margin? A final question on Universal Music, just in terms of the streaming growth. Obviously, we've seen some of the platforms, Spotify and in particular Tencent Music. Obviously, they've got some regulatory problems in the domestic market, but share prices have come down a lot over the last four or five months. I'm just wondering, is there any read across to Universal's business in terms of what kind of growth we could expect going forward? Are you comfortable with the level of growth you're delivering at the moment?

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

Thank you, Conor, for your question. Just something I'd like to say to Richard, just that the question that has been asked will be answered by our IR team. We've got a specific rule of the game during this analyst call, which is really to stick to the three questions maximum. IR team is going to be there to answer your question, Richard Conor, as regards to your question with as regard to the sequence of events and the timing of the litigation, I can't answer the question. We've got different process involving different players

I can't be specific about what is going to be happening. Probably get further news in terms of what's going to be the next step by close of this week.

Conor O'Shea
Analyst, Kepler

Okay.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

Maybe question number two, Hervé?

Hervé Philippe
Member of the Management Board and CFO, Vivendi

It was a question on publishing and seasonality. We have given in the slides the impact on publishing and the profitability, which was linked to the first half of 2020. I have not made the exact calculation on that. You were asking question on publishing in music or publishing.

Conor O'Shea
Analyst, Kepler

Sorry. Publishing for Editis.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

Publishing.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

What we can say is that in this publishing, be it magazine publishing or book publishing, and in terms of magazine publishing, you've got the physical distribution, you've got the advertising market, and you've got the fantastic transformation of Prisma Media in terms of digital audience. Those are businesses which are second half geared. We got a good result on Editis on the first half, but really you've got the kind of businesses which are delivering the big chunk of profit during the second half of the year. As regard to your comments based on distribution with Interforum, which is the distribution company of Editis, we've got the business of Editis, but we've got also the business of third parties. We've got strong relationship with clients, which are our partners.

This distribution operation has been fed by strong appetite for readers to go in the different retailing space and to buy books. All the distribution activity has been fed by this appetite, which is music, obviously, to our ears.

Conor O'Shea
Analyst, Kepler

Okay.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

Hervé, on the Universal?

Hervé Philippe
Member of the Management Board and CFO, Vivendi

The question on Universal was referring, if I understood well, on the decline in the price of Spotify and Tencent Music. Some years it's very positive impact. Some years it can be more negative. It has been the case this year, but this has only impact, I would say below EBITDA impact, because this is in other financial on profits. It impacts only the level of the net result and not the profitability at the operational level. We'll see.

Conor O'Shea
Analyst, Kepler

Okay. Understood. Thank you.

Operator

Thank you, Conor, for your question. The final question for today is going to be from the line of Tom Singlehurst from Citi. Tom, you're unmuted and now go ahead.

Tom Singlehurst
Analyst, Citi

Thank you very much. Yes, Tom here from Citi. Thank you for taking my questions. I just wanted to go back to, I suppose the Pershing Square deal and the decision to sell to a financial buyer. Obviously, it's about getting the biggest price. I do understand that you want to maximize the price, it struck me that it would also be useful having some form of strategic plan. I'm just sort of wondering whether, given there's been this hiatus with this deal, whether it would be better to hold back a share of that stake sale and find a strategic buyer of the stake just to sort of give you a sort of an incremental strategic/structural/operational boost, which presumably Pershing Square doesn't bring you within UMG. That was the first question.

The second question was very specifically on China and the change in regulation with respect to the music deals that were struck there and the removal of exclusivity for Tencent. Does that make any difference to you guys at all? The very final question on Editis. Stunning performance across the first half. Just interested in why the drop-through was relatively limited. I think there was EUR 90 million of additional revenue year-on-year, but only EUR 30 million of additional EBITDA. Is that just because of seasonal buildup of investment ahead of the second half or is there something else going on? Thank you very much.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

Well, thank you for your question, Tom. For number one, we always say that in terms of the process, we had some interest expressed by either industrial potential partner or financial partner. There are two things which as regard to the discussion and the agreement we had with Bill Ackman, which is number one, the price. Price is obviously a criteria that is second to none. The second thing is in terms of the structure of the capital, in terms of the nature of Universal Music Group, and when you see the key financial sponsor of Pershing, it gives an exposure to the U.S. market. There are great families which have invested in the vehicle, it gives this kind of visibility in the context of the U.S. market.

Those have been the criteria through which we came to the conclusion that we would like to have Bill Ackman and Pershing as part of our story. As regard to China and the evolution. We are currently reviewing the order to determine any effect on our business. Of course, as previously announced, we separately license with the digital service providers in China. We remain committed to helping support and growing a sustainable music market in China and confident in the Chinese market's potential. As regarded to the UMG's joint venture label with Tencent, we are reviewing the order, and both parties are committed to continued growth across the music market in China, and we believe the JV label will deliver new opportunities for artists and increase choice and experiences for music fans. Hervé?

Hervé Philippe
Member of the Management Board and CFO, Vivendi

The last question was referring to Editis and the drop through between the increase in revenues and the EBITDA. You have to consider that you have a very important seasonality in this business, and the profitability is much more on the second half of the year than in the first one. This being said, you have seen very interesting growth at Editis, and we are very confident for the rest of the year in terms of profitability.

Tom Singlehurst
Analyst, Citi

Very clear. Thank you.

Operator

Thank you, Tom, for your question. Now there are no further questions in the queue, so I'll hand it over back to your host to conclude today's call.

Arnaud de Puyfontaine
Chairman of the Management Board and CEO, Vivendi

Well, I would like to thank you for your attention. Thank you for your questions, and very much looking forward for the next six months. I wish you all the very best and a great summer, and look forward to sharing with you in early 2022.

Hervé Philippe
Member of the Management Board and CFO, Vivendi

Thank you very much. Have a nice evening and good summer. Bye.

Operator

Thank you, everyone, for joining us on today's call. You may now disconnect your handsets. Hosts, please stay connected.