Vivendi SE (VIV) Earnings Call Transcript & Summary

Good evening, everyone, and welcome to the Vivendi Full Year 2020 Earnings Presentation. This conference call 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. [Operator Instructions] I would now like to turn the call over to Mr. Arnaud de Puyfontaine. Please go ahead, sir.

Hello, everyone. Good evening. Welcome. Thank you for joining us today. I hope that you are all keeping well. Before we begin, I would like to remind you to take a moment to read carefully the forward-looking statement disclaimer and the information about the impact of COVID-19 on our businesses. I will start with an overview of the 2020 highlights. I will then hand the call over to Hervé to give a detailed review of the figures. I will come back later to say a few words to elaborate further on our strategy and future plans. It's been almost a year since the coronavirus pandemic spread across the globe. This crisis has drastically affected the global economy and impacted all businesses and organizations. Ensuring the health and safety of Vivendi employees around the world has been our #1 priority. In the face of this unprecedented crisis, we have demonstrated our agility and resilience. Let me take this opportunity to really thank all the Vivendi teams for making this possible. As a group, we succeeded in increasing both our 2020 revenue, plus 1.2% compared to 2019; and EBITA, plus 6.6% compared to 2019. These results confirm the resilience of Vivendi's main businesses. The strength of our subscription-based music and pay television activities is particularly worth mentioning. UMG has pursued its dynamic growth, fueled by the significant increase in subscription and streaming revenues. Its artists keep topping the charts. 4 of the top 5 artists on Spotify in 2020 are from Universal Music Group. Canal+ Group has continued its improvement in France despite a very challenging environment and delivered a strong performance in the international pay TV operations. Their global subscriber base increased by 1.5 million within 1 year. In a more stable advertising market, Havas is gradually recovering in line with its third quarter performance. Since the end of the first lockdown in France in June 2020, Editis has enjoyed a significant rebound. Gameloft has halted its downslide in revenues, minus 2% in 2020 versus minus 12% in 2019. And as you can imagine, Vivendi Village's live entertainment and ticketing activities are still suffering from the lockdown measures in Europe, the U.S. and Africa. Despite these very challenging circumstances, we've made progress along our strategic road map. Let me share with you some of our key achievements in 2020 which demonstrates that Vivendi continues to move forward. In March, we entered into an agreement with an international consortium led by our great partner Tencent for a strategic investment of 10% in UMG at a total equity valuation of EUR 30 billion. 2 months ago, this consortium completed the exercise of its call option for an additional 10%. In April, we acquired an interest in Lagardère group, which enjoys international leadership position in book publishing and travel retail and offers strong value-creation potential. We are today the largest shareholder with 29.2% of Lagardère share capital as at 31st of December 2020. In July, we consolidated our presence in the newly combined Banijay-Endemol Shine Group, the largest international player in audiovisual content production and distribution. In November, we built a 12% stake in Africa's largest pay TV provider, MultiChoice. In December, we entered into a put option agreement for 100% of Prisma Media, the French leader in the magazine publishing sector. In January 2021, we acquired 9.9% of Prisa, the Hispanic leader in media and education. All these operations and investments are contributing to our goal of becoming a world leader in media, content and communications. Before I give you some more color on our strategic plan, Hervé, would you like to share more details on the 2020 results?

Thank you very much, Arnaud. Good evening to everyone, and it's my pleasure to present to you our financial results for 2020. Before beginning with the impacts of changes in the consolidation scope and currency fluctuation on our growth rates, let me say a few words about the pandemic's effect on our businesses. As Arnaud recommended, please read the disclaimer on Slide 3 concerning the pandemic. In a nutshell, Vivendi has demonstrated its resilience and has been successful in adapting its activities to preserve its margins. However, it is still difficult to assess how the pandemic will impact 2021. We did not identify any indications of a decrease in the recoverable amount of our assets with an indefinite life, and finally, our balance sheet remains very healthy. On the first level of this current slide, you can see that this year, the scope effect is more important than the currency effect. The main changes in the scope of consolidation were the acquisition of Editis in February 2019 and the integration of M7 at the Canal+ Group level since mid-September 2019. Also, even though the sale of a 10% stake of UMG in 2020 has not impacted the perimeter of the group, this transaction had an impact on results and equity. Regarding the change in currencies, the trend reversed during the second half with a strengthening of the euro against the U.S. dollar. Therefore, this year, FX had a negative impact of 100 basis points on our revenues, mostly at the UMG level. On Slide 10, we have a summary of the key financial metrics for 2020. As announced by Arnaud, Vivendi's financial results are robust, with a good resilience of revenues and a 3.7% increase in EBITA. Earnings before tax and minorities growing by 47.7%. This figure is the most comparable figure with the performance recorded in 2019 since the net result in 2019 benefited from a nonrecurring tax profit and it included in 2020 for the first time the impact on minority of the sale of 10% of UMG to the consortium led by Tencent. Net debt amounted to nearly EUR 5 billion at the end of December 2020. However, taking into account the receipt of EUR 2.8 billion from the sale of an additional 10% of UMG share capital and the probable transfer to UMG of a net debt of EUR 1.9 billion, the pro forma net debt would be close to 0. Going to Slide 11 and the P&L. I will comment on revenues and EBITA later when I discuss the performances by business units. On this slide, let me highlight the main changes in the P&L compared to 2019. First, other financial income and charges, as you see in the middle of the chart, this year primarily included the revaluation of our stakes in Spotify and Tencent Music. Second, provision for income taxes was a net charge of EUR 575 million compared to a net income of EUR 140 million in 2019, which included an income of EUR 473 million attributable to the settlement of a tax litigation. Lastly, noncontrolling interest increased by EUR 133 million, reflecting Tencent's entry into UMG share capital in March 2020. Finally, it is worth noting that the P&L did not benefit from the recognition of the EUR 2.4 billion capital gain on the sale of the first tranche of 10% of UMG, which was directly accounted for through equity in accordance with IFRS rules. Moving to the balance sheet on Slide 12. In short, our balance sheet is in very good shape. The most notable changes compared to 2019 year-end balance sheet relate to the impact of the sale of the first tranche of 10% of UMG, with an increase in equity of EUR 2.4 billion. This positive item was partially offset by the dividends paid in April and the share buybacks. Therefore, consolidated equity increased to EUR 16.4 billion and financial net debt was just below EUR 5 billion. Consequently, the financial net debt-to-equity ratio increased to 30%. However, following the receipt of the proceeds from the sale of the additional 10% of UMG, this ratio was decreased to approximately 11% at the end of January 2021. As for assets, the value of our financial investments increased to EUR 7.8 billion mainly thanks to the revaluation of the interest in Spotify and Tencent Music and acquisitions in Lagardère, MultiChoice and Banijay. On Slide 13, we can see the evolution of our financial net debt, which mainly reflects the cash received from the sale of the first tranche of 10% of UMG in March for EUR 2.8 billion; the return to shareholders for a total amount of EUR 2.8 billion that includes the dividend paid and the share buyback program; the acquisition of stakes notably in Lagardère, MultiChoice as well as subscription to Banijay's capital increase last July. The operating cash flow generated by the business is amounting to EUR 0.7 billion that I will talk about later on. And at the end of the year, financial net debt landed at around EUR 5 billion. However, in January, we received EUR 2.8 billion from the sale of an additional 10% of UMG. Taking into account that transaction and the transfer of its debt to UMG and the reimbursement to Vivendi, on the basis of the figure at 2020 year-end, you see that the pro forma financial net debt would be close to 0. Back to year-end debt position on the next slide. Out of the EUR 5 billion in net debt, Vivendi's gross cash position amounted to EUR 1 billion and gross debt was EUR 6 billion. As shown in the chart on the middle of this page, the maturity of the bonds are spread over time until 2028, and the average debt maturity stands at 4.8 years. At the end of December 2020, Vivendi had EUR 3.3 billion of available credit lines and the market value of our listed equity portfolio was above EUR 5 billion. In total, Vivendi's liquidity position is very solid. Going to Slide 16 and the performances by business unit, which highlights the good performances delivered by UMG, Canal+ and Editis. In 2020, Vivendi's revenue reached over EUR 16 billion, an increase of almost EUR 200 million or 1.2%, mainly due to the growing contribution from UMG and the consolidation of M7. In organic terms, Vivendi's revenues decreased by 0.6%, mainly due to the pandemic's effect on Havas and Vivendi Village. The second table shows an increase in EBITA of EUR 101 million. The slowdown of the other businesses partially offset the growth of Universal Music and Canal+. Going to Slide 17 and the performances by quarter, which highlights the ups and downs in organic growth attributable to the pandemic and the various lockdowns imposed in some countries. As you may remember, the first lockdown impacted the group's organic growth in Q2 with a minus 7.9% decline in revenues, whereas it was less affected by the second lockdown imposed in Q4. This Slide 18 provides the details of our conversion of EBITDA to cash flow. The 6.3% increase in EBITDA reflects the good operating performances we have highlighted in the previous slides. The most important item to highlight is in the middle of this table. Investments in content in 2020 amounted to almost EUR 1.5 billion. They included advances paid to artists as well as catalog acquisition by UMG for EUR 1 billion more than in 2019. Taking these investments and our recurring CapEx into account, Vivendi's CFFO in 2020 came at EUR 696 million. Now let's take a closer look at the key performance metrics for each business unit, starting with Universal Music on Slide 20. As already mentioned, UMG revenue continued to increase this year, up 4.7% organically, thanks to the growth in streaming and subscription, which generated more than EUR 500 million in additional revenues in 2020. New releases from The Weeknd, Lil Baby, Pop Smoke, BTS and Justin Bieber as well as continued sales from Billie Eilish and Post Malone drove the digital music consumption on platforms in 2020. Since 2016, revenues generated by ad-funded and subscription digital services have risen at a compound rate of 26.8% per year from EUR 1.5 billion to EUR 3.8 billion. As a result, as you can see on the right-hand side of the slide, streaming and subscription accounted for more than 52% of Universal Music revenues in 2020 compared to 46% last year and 19% in 2015. On the next slide, we focus on EBITA and the margin improvement for all UMG's activities. UMG's margins continued to improve, increasing 220 basis points year-over-year, driven by the growth in revenues, revenues mix and cost control, notably marketing costs which declined partially in the context of the pandemic. EBITA reached EUR 1.3 billion. Since 2016, EBITA generation has doubled from EUR 644 million in -- to EUR 1.329 billion. And of course, the EBITA margin followed the same trend. It increased from 12.2% in 2016 to 17.9% in 2020, a steady growth. This year, we've achieved 220 basis points increase. Going to Slide 22, you can see all the UMG's key financial figures for the year. On the revenue side, streaming and subscription revenue increased plus 16% organically, driven by both ad-funded and subscription services. As expected, physical sales declined 6% in 2020, of which 39% in Q2. In Q4, physical increased plus 2.6% thanks to new releases in Japan and better catalog and vinyl sales. Overall, physical sales delivered very satisfactory performances. Publishing was up 14% year-on-year driven by subscription and streaming as well as the receipt of additional digital royalty claims in Q2. Merchandising revenue declined by almost 40% in 2020 due to the pandemic impact on both touring and retail activity. We have already been through the very strong improvement of the margin on the previous slide so let me skip directly to the bottom of this slide and complete the overview of Universal Music performance with comments on its cash flow generation. UMG's CFFO reached EUR 50 million in 2020 compared to EUR 704 million in 2019. This evolution is linked to major agreements signed with artists and the timing of the artist payments. UMG pays advance to artists which are part of the core of the business and are recouped over time after the albums are released. In music publishing, UMG acquired the catalog of Bob Dylan as well as catalogs of Louis Bell, NE-YO and several others. UMG also signed publishing deals with Taylor Swift, Kendrick Lamar and Bad Bunny and renewed an important film studio agreement. In recorded music, many of the new deals we signed will be disclosed over time for artist relations reasons as new projects are unveiled. However, we can say that we reached new agreements or expanded our deals with Tom Zé, J Balvin, Daddy Yankee, among many others. These strategic investments enhance Universal Music's portfolio of talent and content and will generate future revenues. Moving to Canal+ Group, starting with the subscriber base metrics on Slide 24. First, you can see that after exceeding the 20 million threshold at 2019 year-end, total subscribers to Canal+ offers worldwide was close to 22 million at 2020 year-end. International subscribers now represent 60% of the total subscriber base. Regarding international activities, after the successful integration of M7 in 2019, the number of subscribers kept growing across the board in 2020 and came in above 13 million, on which around 6 million in Africa. Africa is an important growth area for Canal+, which is mainly focused on the French-speaking countries for the time being. Last October, we announced that Canal+ bought a 12% stake in the South African media group MultiChoice. MultiChoice is a pay TV leader in English and Portuguese-speaking sub-Saharan countries. Meanwhile, the French subscriber base was back to growth. In 2020, Canal+ in France gained 260,000 subscribers year-over-year. For the first time in many years, Canal+ has begun the fiscal year with a subscriber base ahead of the previous year. This is a key driver for the revenue growth of the year, as you may know, in the subscription-based business model. This favorable evolution is due to the record client satisfaction rate and an improvement in commercial trends. Thanks to numerous partnerships signed with Disney, distribution agreements with other operators on the sports program, recruitment and retention regained some traction throughout the year in both self-distribution and wholesale base. Turning to Canal+ Group's key figures on Slide 26. On this slide, you have the details of Canal+ revenues. First, the international operation grew nicely with a plus 4% (sic) [ 19.8% ] increase at constant currency and perimeter, thanks to the growth in the number of subscribers. In mainland France, revenues amounted to EUR 3 billion and were almost stable despite the sharp decline of the advertising market. Studiocanal revenues were down I 18% as the production and distribution of films and movies were also affected by the pandemic. Fortunately, the good performances of the catalog partially offset this decrease. Studiocanal has one of the biggest film catalogs with 6,000 films. EBITA before restructuring was EUR 477 million or a margin of 8.7%. The EUR 92 million of restructuring charges booked last year in the context of the transformation plan increased by (sic) [ decreased to ] EUR 42 million in 2020. So after restructuring, EBITA was EUR 435 million, representing a 26% increase, including the positive contribution of M7. Finally, bear in mind that the sharp increase in the CFFO year-on-year to EUR 545 million was driven by the improvement of the EBITA and is also linked to the interruption of the shooting of films and TV series, the cancellation of some sports live events and a decrease in marketing costs for film distribution. These effects are temporary and may reverse in the coming months. Moving to Slide 28 and Havas Group. On the first slide is the analysis of the net revenues organic growth. During the fourth quarter of 2020, global economic activity continued its gradual recovery. As a result, the advertising market is more stable and continues to improve, albeit to varying degrees, depending on the geographical region and sector. Net revenues organic growth for the full year 2020 was down 9.9% compared to 2019. Acquisition contributed plus 2.1% to revenue growth, and exchange rates had a negative impact of minus 1.4%. This performance was sustained by health care communication, Havas Health & You, which delivered a solid performance over the year. Indeed, as you can see in the chart on the right, against this challenging backdrop, Havas Group reported a clear improvement in the fourth quarter with an organic net revenue growth of minus 7.5% compared to minus 10.4% in the third quarter of 2020. On the next slide, you can see the usual update of breakdowns of net revenues at the end of the year of 2020. On the left, Havas has a well-balanced sectorial portfolio. Havas health and wellness reached 27% compared to 19% at the end of December 2019 due to the positive organic performance of the Health & You division. The other categories are still represented equally. On the right, the breakdown by geographical areas. We can note the increasing weight of North America, which stands now at 39%. Europe stands at 49%. We'll see the full organic performances by area in the next slide with the key figures of Havas Group. Net revenues were EUR 2.049 billion, down minus 9.9% compared to 2019. Regarding the net revenue, almost all geographical regions continued to improve or consolidated their performance during Q4. Finally, in 2020, the North American agencies hold up well at minus 4%, thanks dynamic advertising market and the resilience of health and wellness communication. Europe reported organic performance of minus 12.7% despite contrasting results between countries. In 2020, EBITA was EUR 121 million compared to EUR 225 million in 2019. This change was due to the sharp downturn in activity reported by the media and creative divisions, but its business model is robust. As you can see on the right, thanks to its agility, the benefits of the cost adjustment plan introduced at the beginning of the crisis enabled Havas Group to absorb more than 50% of the organic decline in its revenues over the year. And very important, cash flow generation was highly satisfactory. CFFO was EUR 270 million, confirming Havas Group's structural capacity for cash flow generation based on good management of its working capital and strict control of investment spending. Going to Slide 32 and Editis. Vivendi has fully consolidated Editis since February 2019. And Editis revenues were EUR 725 million in 2020, representing a limited pro forma decrease of 1.3%. These figures reflect very good performance in view of: first, the difficult environment in 2020 with the closure of bookshops in March, April and in November, as shown on the graph at the right-hand side of the slide; two, the performance of the publishing market, which fell 2.7% year-on-year in France; and third and finally, a lower positive impact of the high school curriculum reform in 2020 than in 2019. Editis EBITA was EUR 38 million in 2020 and including restructuring costs for EUR 6 million. Excluding those restructuring charges, EBITA was almost stable at EUR 44 million compared to EUR 46 million last year. Since its acquisition in February 2019, Editis has been performing solidly. Let me now give you the information about the other businesses. As you can see in this slide, together, they generated revenues of EUR 298 million in 2020. It goes without saying that the various lockdowns imposed in Europe and Africa during the year significantly impacted these businesses, notably Vivendi Village activities. So this concludes the presentation of our 2020 result, which reflects a good performance driven by UMG, Canal+ and Editis. Thank you very much for your attention. And now I turn things back over to Arnaud.

Merci. Thank you, Hervé. Our good performance in 2020 despite the pandemic is an illustration of the robustness of our business model and the relevance of our strategic choices. Looking back at our journey since June 2014, we can be proud of what has been accomplished so far. Vivendi has experienced a strong growth. Revenue has increased by almost 60% from EUR 10.1 billion in 2014 to EUR 16.1 billion in 2020. Our EBITDA has also grown by 63% from EUR 999 million to EUR 1.6 billion. Our share price, dividends reinvested, has more than doubled, their performance twice as good as the CAC 40. At the same time, we expanded our global reach, adding 20 more countries to our presence worldwide. This year, we are starting a new chapter in this journey and accelerating our plan to become a global leader in media, content and communications. As announced 2 weeks ago, Vivendi will examine the distribution of 60% of UMG's share capital in its listing by the end of the year. This proposed plan is the result of the joint efforts in recent years by Vivendi and UMG under the leadership of Sir Lucian Grainge to further solidify UMG's position as the music industry's undisputed leader. It's also a response to Vivendi's leading institutional shareholders who have been pressing for numbers of years for a split of the distribution of UMG shares to reduce Vivendi's conglomerate discounts. This distribution, exclusively in kind, would take the form of an exceptional distribution. The listing of UMG shares would be applied for on the regulated market of Euronext NV in Amsterdam. This European city has been one of UMG's historical homes. A Vivendi Extraordinary General Shareholders Meeting will be held on March 29 to modify the company's bylaws and make this distribution possible. The implementation of these transactions could be completed before the end of 2021. What would this mean concretely for UMG and Vivendi? UMG would be well positioned to take advantage of significantly increased financial flexibility to pursue its dynamic growth and its pioneering role in the music and entertainment industry to the benefit of artists and fans everywhere. As for Vivendi, it would give our group a unique opportunity to accelerate its development. We are giving ourselves the means to fulfill our ambitions, relying on the key pillars driving our success: the creation of high-quality content, our global distribution capabilities, the development into new entertainment formats and high-potential markets and an increasing level of integration between our businesses. In a market environment that is changing at dizzying speed, the pandemic only amplifying the trends already underway, we will continue our transformation to be a pioneer in the market reinvention as our recent strategic moves have demonstrated. Just a few years ago, some people were predicting the end of the music business. UMG has succeeded in leading the massive transformation in consumer adoptions of streaming and subscription and is now valued at more than EUR 30 billion. Streaming and OTT are also reshaping the audiovisual sector. A number of players are fighting for positions. Canal+ has transformed itself from a traditional TV player to a leading content aggregator, boosting nearly 22 million subscribers in 40 countries, producing high-quality content such as the critically acclaimed The Bureau, Le Bureau des Légendes in French, while also pursuing its digital transformation with myCanal and contributing to the changes in consumer behavior. Similarly, we are determined to champion the transformation of the book publishing industry with Editis and the magazine publishing sector with the acquisition of Prisma. This strategic plan will continue to create value for all our stakeholders. As you know, Vivendi is fully committed to generating attractive returns for its shareholders. In 2020, EUR 2.8 billion were returned to shareholders. The breakdown is as follows: EUR 2.1 billion through share buybacks and almost EUR 700 million through dividends. For 2021, we are proposing to distribute an ordinary dividend of EUR 0.60 per share with respect to the fiscal year 2020, representing a return of approximately 2%. The annual shareholder meeting taking place in June will vote on this proposal. Creating long-term shareholder value goes hand in hand with benefiting all the stakeholders and society in general via our core businesses and additional dedicated initiatives. While continuing to perform economically, Vivendi is committed to being a responsible and sustainable company. This begins with our purpose, our raison d'être, that we discussed a lot with our Chairman, Yannick Bollore: created -- creation unlimited. In everything we do, we aim to unleash creation by revealing talent everywhere, valuing all ideas and cultures and sharing them with as many people as possible. We have also been engaged in a sustainable journey through a long-standing ESG commitment since 2003. With the arrival in 2014 of our main shareholder, the Bolloré Group, we structured our ESG approach in line with the group's repositioning. ESG is a journey, and we are on our path. 2020 marked the acceleration of the integration of our commitments into our strategy and activities, and we are proud to share with you today our new CSR program creation for the future. This program is built around 3 pillars: creation for the planet. We are, in particular giving ourselves the clear and ambitious objective of achieving carbon neutrality, reach net zero by 2025 at group level; creation for society; and creation with all. More details will be shared in the coming months. Of course, times remain uncertain. The lack of visibility requires day-to-day monitoring and flexibility. However, we remain confident about the future. A, our business model is very robust, and we have a proven capacity of business transformation. B, the diversity of our businesses and the creativity of our talent are second to none. C, we have the support of our main shareholder, the Bolloré Group, and of the Supervisory Board providing long-term stability. We believe in the power of creation. We believe in the growth potential of our activities. We are totally focused on our long-term value-creating strategy. And as you have probably heard, great news keep coming. Early this week, we announced the launch of rock group Queen game by Gameloft with Universal Music Group. Then, after the Canal deal with the Ligue de Football Professionnel, French Ligue 1, we announced last night the renewal of the top 14 broadcasting rights in rugby until 2027. Last but not least, this morning, Joël Dicker, the bestselling author in France announced his decision to build a strategic alliance with Editis. We are excited by the road ahead. Thanks for your attention. And we are now, Hervé and I, very happy to take your questions. Thank you.

[Operator Instructions] The first question comes from the line of Omar Sheikh from Morgan Stanley.

I have 3 questions, if I could. If I could maybe start with Universal Music. Arnaud, you mentioned -- and Hervé, you mentioned significant investment that you've made in cash in relation to advances and catalogs during 2020, and you referred to the potential revenue that might be generated from that. I wonder whether you could just give us a bit of color on what level of revenue generation you might anticipate over the coming years and -- particularly in relation to 2021. Just kind of ballpark guidance on kind of the magnitude of revenue growth that you might anticipate from that -- from those catalogs that you purchased. That's the first question. And then secondly, again, on Universal, you announced a global alliance with TikTok, a renewed deal with them last month. I wonder whether you could give us some sense of what impact we might expect from that deal on the revenues in streaming at Universal during 2021. And then finally, I have a question about the listed entity that you will spin out to shareholders. I just wonder if you could give us some sense at this early stage of whether you anticipate Universal will be a fully independent company. So specifically, will the minority share -- or rather, the shareholders who aren't Vivendi-Bolloré or the Tencent-led consortium, will they have around 60% of the voting interest in that entity? Is that your current plans?

To begin with your question on UMG, the investment and cash and their impact on the future contribution to revenue and EBITA. Well, first, this is particularly very good news for UMG to make those investments on a very opportunistic, I would say, basis in 2020. You have to consider that when we expand or extend a deal with an artist with whom we are already working, there is no specific revenue impact, increase immediately. It would be on the long term. On the other hand, there is a positive impact on the EBITA. When we fully acquire publishing catalogs, there is, at that time, no longer royalty expenses to that artist. And for some of the deals which have been closed in 2020, the rights come to UMG over a certain period of time, and this will not be entirely reflected in our 2021 result. So this is more a question of time. And I cannot give more precise guidance on that, as you can imagine. But frankly, this is very good news for UMG to have done all those investment in 2020.

TikTok, I will take that, Omar. Arnaud speaking. On TikTok, well, as you know, the terms of negotiation and agreements are confidential. But what we can say is, in fact, Universal Music Group has just not renewed its TikTok license. We have fundamentally reset our partnership to enable deep collaboration with a transformational platform. This is what is about the deal. TikTok and UMG are innovative leaders in our respective areas. And with Universal Music Group leaning in where we can help, we have the potential to codevelop the types of tools with TikTok that will move the needle for artists and this industry. We're close to announcing some interesting collaboration, but not ready to talk about anything yet so stay tuned.

Your last question was regarding UMG minority rights to shareholders. We cannot be today precise on that. But it is a project which is being reviewed by our company, and we will be more precise later on that. What we can say is that if you look at the current shareholder structure of UMG and Vivendi, the Tencent-led consortium have 20% -- will have 20% of the company, Vivendi will keep 20% remaining of the shares, Bolloré will have about 17% of -- in terms of floating, about 43% of the capital. And the different undertakings of the various shareholders will be disclosed in the official documentation we'll have to provide to the market in due time prior to the listing of Universal Music. Thank you.

The next question comes from the line of Lisa Yang from Goldman Sachs.

I have 3 questions as well. The first one is on the tax. I appreciate it's still very early days, and I understand you might not have any final numbers. But how -- could you maybe help us understand what are the tax implications from this UMG spin-off for shareholders? At least what are the moving parts that we need to think about when calculating potential withholding tax? That's the first question. The second question is could you please confirm what will be part of the UMG perimeter that's going to be spun off? I think -- can you confirm that stake in Spotify, Tencent Music, Vivo are going to be part of UMG? And could you also maybe quantify what's the size of the stake in Spotify and Tencent Music? That would be helpful. And the third question is on the buyback. Haven't seen any mention of any renewal of the buyback in relation -- for this year. So I'm just wondering. What are your thoughts regarding the buyback going forward? Is it basically done and we shouldn't expect anything going forward? Or are you still planning to propose at the AGM? And how are you thinking about the share price -- the price of the buyback?

Thank you, Lisa. I will take the question first -- answer the question on the tax for the UMG distribution of shares. In fact, this is considered as a dividend paid by a French company for shareholders. So depending on the situation of different shareholders, their nationality, their corporate situation, the tax could be different. It could be also dependent on the treaties between France and their specific countries. But basically, this is considered as an exceptional dividend paid by Vivendi and treated, for tax purposes, like a dividend. For Vivendi, the distribution will be considered as a sale, and it will be treated, in fact, just like a long-term capital gain on those shares. The second question was referring to the UMG perimeters. Indeed, in the UMG perimeters, you have the Spotify stake and Tencent Music stake and also the Vivo activities which are linked to the music so they are in the perimeter of Universal. Lastly, the question on buybacks. As you know, we have today an authorization to buy back shares with a limit price, which is EUR 26. So obviously, it's not possible to buy back shares in the current stock price situation, which is a -- and we'll see later for the next General Shareholders Meeting, which will be held in June, the different resolution, if we will ask for a specific authorization on that. This is not yet decided, and this will be announced when we will launch the shareholders meeting resolution probably in -- during April. It will be done for the convocation of the shareholders' meeting at the time. Thank you.

The next question comes from the line of Adrien de Saint Hilaire from Bank of America.

So first of all, Arnaud, in your prepared remarks, you mentioned that UMG was valued at more than EUR 30 billion. Just questioning whether -- or how much do you think it's worth then because the last seen value for that business was about EUR 30 billion. The second question is also wondering why did you decide to eventually spin out a majority of UMG capital instead of going for a straight IPO. And then I know, again, it's very early days, but Vivendi ex UMG will be almost net cash, as you highlighted, Arnaud. So can you provide any thoughts on capital allocation? What areas of interest for potential M&A are you seeking, books, magazines, pay TV, gaming advertising? That would be quite helpful.

Thanks for your question. Arnaud speaking. So in terms of valuation, what we can say is that we had this EUR 30 billion valuation for Universal Music. We have had some consistent mark of interest and other interest which have been confirmed, and we are currently scrutinizing those offers before deciding what's going to be the next step. In terms of valuation, well, you have seen in the numbers that the positive spin we had on the Universal Music Group operation for some time have proven to be right. And I can just say, seeing the trend in 2020, seeing the perspective in 2021, that this is clearly an operation which is creating value quarter after quarter. I am sorry that I'm not going to share a number with you, Adrien, but let's take the flavor that we are optimistic about the potential value creation of Universal Music Group in the future.

To answer your question on the distribution instead of an IPO, it was to answer to the -- to what shareholders wanted to have. And we have many, many shareholders asking for an access to the UMG shares. So it's the best way to do that, was to do the distribution of the shares of UMG to the current shareholders of Vivendi. And I'll say they will be -- they will have the shares directly of UMG, which is the best answer to the need to have such a situation. It was better for us than to do an IPO.

Then on your third question, well, let's keep in mind that what Vivendi stands for is, number one, transformation capacity of businesses; and second pillar, value creation for all the stakeholders. Remember all the debates we had around the music when we started the journey in 2014 and see where we stand as we speak. Let's remember the discussion we had in 2015, '16 on Canal+ pay TV potential, see where we are in 2020 and the numbers that we are disclosing this evening. Well, in a nutshell, take Vivendi as a kind of a transformative type of company with the capacity to create growth for all its businesses for what they do stand for, but also with the capacity to create an environment to have them work together. With those 2 principles, we are very keen to be able to grow Vivendi post the potential Universal Music listing. And we do see and we will take the opportunities that we do see and that will arise in due time to be able to feed that ambitious plan. To be more specific -- Adrien, I'm sorry, I'm not going to be more specific because either I know and I don't want to make it public or because we'll see in due time. So you see the kind of formula of Vivendi being a formula of value creation in the transformation of the different businesses that are going to belong to Vivendi.

The next question comes from the line of Julien Roch from Barclays.

I have 3 questions. Coming back on the tax. Your answer to Lisa was clear. You said it would be a dividend distribution. Therefore, it will be taxed that way. However, in precedent transaction, and I'm thinking of Atos distributing Worldline, there was a split of the distribution between distribution of income and repayment of share capital. And the repayment of share capital were not subject to dividend withholding tax. So will you have a similar split in the distribution so not 100% will be subject to dividend tax? Or will 100% be subject to dividend tax? That's my first question. The second one is how much of catalog acquisition was included in UMG CFFO in 2020? You gave EUR 1.5 billion for both advance and catalog, but I'd like to know catalog only. It was EUR 306 million in 2019. And my last question is on what level of gearing, net debt-to-EBITDA would you be comfortable at Vivendi post UMG distribution, 1x, 2x, 3x? These are my 3 questions.

To answer the question on the tax on the distribution, I've tried to be very clear on that. And as we are in the process of this operation and as we can -- have understood it, therefore, we have to work on accounting, we have to work on legal, we have to work on many things. But we think that it is something which will be taxed as a dividend for the full amount of it and not as a distribution of reserves. For the advance -- we have given a global figure, I would say, for the investment, and we have not disclosed the split between catalog and advances to artists. These are very opportunistic investments. So we'll see in the financial report if we can give more detail on the split, but we will try to give very clear information on the level of those investments. They were EUR 1 billion more than last year, which is very important. And for the last question, which is on the level of the debt in the remaining Vivendi, well, first, I have to say that, as you see, we have today virtually net debt which is at 0. So we have all the possibilities to reimburse very easily the debt with the cash we have in the company or the possibility to have it through our listed portfolio of shares, which is very easy. So we have not yet decided for the future what will be the level the debt. And probably we'll be more precise on that later in the year when we will have the discussion of Vivendi after UMG, I would say.

The next question comes from the line of William Packer from Exane BNP Paribas.

Three from me, please. Firstly, at UMG, you delivered strong margin progress in 2020, delivering 200 basis points of progress despite the COVID impact on revenue. Could you give some color on the drivers of that improvement? Secondly, can UMG deliver further margin improvement in 2021? And finally, just returning to that spending on advances and catalog acquisition, which was elevated in 2020. Should we think of it as a one-off which is really high or a new sustainably higher level of spend on that part of things?

Well, to answer the question on the level of margin at 20 -- plus 20 -- 220 basis points, this has been, I would say, favor-ized this year by some marketing costs which have been lower than in 2020 (sic) [ 2019 ], for example, for artist travel; for promotional TV appearance, for example. Video production costs were also less -- or lower than probably last year due to that. So it has helped the improvement of the margin. But frankly, the improvement of margin at Universal comes mainly from the growth of revenue and from the revenue mix of this business in 2020 and the good cost control which is in place. Well, I cannot comment on the further improvement in margins at Universal Music. We do not provide guidances on that. We are confident in the growth of the market, of the sustained growth of Universal Music, especially for streaming and subscription revenue, which drives the long-term growth and success of the business. So I will not give precise figures on that indeed, but we are confident. Your third question was referring to the one-off. If the question is on the one-off on revenues or profit at Universal Music for the fourth quarter, there was nothing specific as one-off in Q4. We had some one-off we have disclosed previously during the year in Q1 and Q2 for recording and publishing, but nothing specific in Q4.

The next question comes from the line of Matthew Walker from Crédit Suisse.

The first one is could you give us a bit of thought on what might happen with the French Ligue 1 football rights for the next 2 seasons, whether there'll be an auction for all of the rights or just the old Mediapro rights? And then secondly, what's your view on price increases for streaming services? There was an interview with the head of Spotify recently who didn't seem that confident about raising prices in the U.S. market, although they have done in other markets. So some thoughts on price increases. And then what is the strategy with Tencent and UMG in Asia and China? Can you point us towards some benefits that might flow from the relationship with Tencent in either Asia more generally or China?

Matthew, so on your question #1 on Ligue 1, so there are currently discussion with Ligue 1, Premier League rights owners. We've got to get this agreement on what should be happening next in terms of the structure of the auction. And we don't have a clear answer to this question yet, so to be followed.

For your second question, which was referring to a possible increase in prices for the streaming and subscription services, we cannot comment on that because it's up to the platform to set retail prices, and we cannot comment such speculation for the present.

The only thing maybe we can add on that very specific topic is that, as you mentioned, there are some tests in different geographies, and it's not one size fits all. There is an ambition from Spotify, for instance, to extend in other territories. And it's, again, something which has to be driven locally. But when you see other streaming operation globally, the trend, and we see that on Netflix, for instance, there is kind of a step-by-step increase related to the depth of the content on the one hand and also on the kind of a service-led type of connection that those players develop with their audience. As regard to your last question, well, we remain obviously very excited about the partnership with Tencent and about the future of the market in China. In music, we have a long-term strategy to grow ARPU in the market through the adoptions of subscription, with all UMG content moving behind a paywall across all platforms in China. We also announced the transformational JV with Tencent Music with focus on Chinese millennial talent. In e-commerce, we are launching a Bravado store on JD.com later this year, which is 20% owned by Tencent. In video, we are working with Weishi, a Tencent-owned short-form video platform, on content, licensing and promotion. We are also working on several initiatives in gaming. So to summarize, many different evolution in the relationship with Tencent, and we see that evolution growing in the foreseeable future. Thank you.

The next question comes from the line of Richard Eary from UBS.

Three questions from myself. First is on tax. You addressed the withholding taxation on the dividend side. But if we go to the tax for Vivendi, you mentioned that, obviously, it's going to be treated as long-term capital and therefore should be exempt from tax, except for the share of cost and charges under French law. But can you give us an indication in terms of what that amount may be depending on obviously what the book value was for UMG last year? That's the first question. The second question is going back to the catalog acquisitions. UMG's organic growth in publishing has gone from 9% in 2019 to sort of 15% last year. Should we start to see that growth accelerate in '21 with the catalog acquisitions and also due to the late collection process? So I'm just wondering whether we should increase numbers through that. And then just lastly, in terms of -- going back to the actual physical distribution of UMG. Can you just explain why 60% rather than 80%? And what lockups will be in place on the residual 20%? And what's the ambition of holding that remaining 20%?

On the tax side, for your first question, for the impact on Vivendi, you will have in the financial report the value of the goodwill on Universal Music. So it's quite easy to make the math on the calculation on how can be the magnitude of the tax impact. Having in mind that under the French rules, the tax are -- on the long term, you have to pay roughly, let's say, 28% of taxes on 12% of the capital gain, which is something in the range of 3.5%. In addition to that, as Vivendi has tax deficit carryforward, the impact is limited by, let's say, 50% in terms of effective tax payment for Vivendi. I hope this helps. On the growth for publishing, I can say that the growth in 2020, which was reported for 14%, in fact, included a onetime item in the second quarter. Excluding this onetime item, the growth would have been in the range of 10%, which is in line with the past growth of the publishing business. Probably in '20 -- I cannot give some specific guidance for publishing either for 2021. Probably the pandemic will continue to have some impact on publishing in 2021. But have in mind that the 14% for 2022 -- 2020 included a onetime item. For the distribution of 60%, we believe it was important for the market and for the shareholders that Vivendi lose the control of Universal Music, and to distribute more than 50% was important for the future of Universal Music as a specific entity -- listed entity with its own life. So that's why we arrived to the conclusion that 60% was a fair balance between this independence of Universal Music and the possibility for Vivendi to keep some room of maneuver on the remaining 20%.

And as mentioned previously, we are currently focusing in preparing for the Extraordinary General Meeting, which is going to be held on the 29th of March.

The next question comes from the line of Conor O'Shea from Kepler Cheuvreux.

Three quick questions from me. First, on Canal+, knowing what you know now in terms of the interim arrangement until the end of the season with the Ligue 1 and in terms of what you foresee in terms of restructuring costs for 2021, would you expect margins to increase again in 2021? A similar question for Havas. Given what you see on the restructuring that's still left to do versus what was already done at the end of the year and a likely return to growth, would you expect a significant increase in margins for Havas in 2021? And then the last question. Obviously, there has been a lot of press coverage of the seller of the Prisma stake also offering around the stake in M6. You've obviously already got a presence in free-to-air TV in France. Is that something that you would interest you, going further there? Or is it something that -- a line of business you would rule out investing significantly more at this stage?

To answer the question on the margins for 2021. Obviously, I will not provide any specific guidance neither on Canal+ or on Havas. On Canal+, I can highlight the fact that for France, we have very good news at Canal+, which is the fact that we have a subscriber base which is above the subscriber base we had at the beginning of 2020. So this is a good thing for the growth of this part of the business because when you are in a subscription business model, indeed, you have a 12-month effect of the level of subscriber you have at the beginning of the year. This being said, at Canal+, there is very strict cost control and savings program which has been put in place, which will have, we hope, a very good impact in terms of cost for the coming quarters and years. For Havas, as you have seen, the situation is complicated due to the pandemic, but Havas has been able to take a cost reduction plan, which has been effective in 2020. It takes time to launch such a program because you have to take measures on different countries for people and for leases and so. So we probably have a better effect of those savings plan in 2021 than in '20. This being said, the situation is always difficult in advertising. We have good hopes of a recovery for Havas, but it depends also on the trend in the general market. And we'll see -- will it be a better level of margins in '22 -- or 2021? We'll see. But obviously, we are very satisfied at Havas with its cost reduction program and also with the cash generation. I want to say again that frankly, Havas has very well performed in terms of managing its working capital and its investment, and making EUR 270 million of CFFO in 2020 is really a good performance at Havas.

And I will add on Havas that -- as mentioned by Hervé, but I wanted to strengthen the point. Havas has shown a fantastic capacity to adapt to unseen, previously, condition with this pandemic. And the nimble approach to the management of the business has shown the capacity to ride through the storm. And Havas has a strong business model with its meaningful positioning, the new innovative service offerings and the group integration into Vivendi, which is proving day after day to reinforce the kind of trend to showcase. And as we said, the proof of the pudding -- of the eating is in the -- sorry, of the pudding is in the eating. And we have shown that the notion of advertainment, which is the convergence between advertising and entertainment, is building momentum. So we remain absolutely convinced of the capacity really for Havas to grow within Vivendi and to make 1 plus 1 equal 3. As regards to the question on M6 and RTL, well, we are considering any possible way to participate. Obviously, there are some regulatory constraints that we are working on. But obviously, in terms of our strategic development, this is an opportunity that we are scrutinizing and working on with deep attention. So as I said previously, stay tuned.

The last question for today comes from the line of Tom Singlehurst from Citi.

Tom here from Citi. Three questions, I'm afraid, on UMG. I mean first one, obviously, fantastic news that you are distributing it, so that's very welcome. The question is on the mode of distribution. Sorry for going on about this. With Naspers' process, they chose, I think, the capitalization route that had no particular sort of dividend-related sort of tax implications for shareholders. I'm just curious why you've gone for the special dividend route and whether this means -- is there something we're not seeing? Does this mean that you pay less tax as a result of it? So say, given there seems to be a recent precedent for doing this in an even more tax-efficient way, why you've chosen the mode that you've chosen. That was the first question. The second question was just to double back on something that Lisa asked about the perimeter and the fact that Vivo, Spotify and TME included. I just wanted to double, triple check that the EUR 30 billion valuation for UMG doesn't include those stakes as well. I've always assumed that those were separate. And then the very final question on 4Q trends in streaming, a slight slowdown on the 3Q. I'm just curious as to why that happened. I would have thought advertising-funded or advertising-linked revenues would have been stronger. So I just wonder if there's some color you could give us on that.

Well, on the first question, on the Naspers' process, still it's completely different in terms of geographies. It's not in France, neither in Europe. It's the South African law which applies. So we have looked at this operation with our French advisers for tax purposes, and the answer was, at this stage, that it is considered like an exceptional dividend and treated like that. We are in the process of looking to this operation, and this is where we are today, to consider it as a special dividend. The other case you are referring to is completely different, in another geography. For the Spotify and Tencent Music and Vivo, I can confirm that they are in the perimeter of Universal Music business. And they are included in the distribution of the 60% of shares. And for the streaming and subscription, indeed, you have an ad-funded part and a subscription part. Both are growing and very interestingly, I would say, in different sorts of businesses. But we cannot -- we do not disclose the breakdown between ad-funded and subscription. We all -- give all the global figure for streaming and subscription, which is growing very nicely, as you have seen. Thank you very much.

That was our last question for today. I'll hand the call back to our speaker to conclude the conference. Thank you.

Well, thank you for all your questions. Thank you for your support. And wish you a great evening, and see you on the next occasion.

Thank you very much to all of you. Have a nice evening. Bye-bye.

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