Vivendi SE (VIV) Earnings Call Transcript & Summary

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. [Operator Instructions] I would now like to turn the call over to Mr. Arnaud de Puyfontaine. Please go ahead, sir.

[Foreign Language] 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 2 and in the appendices the information notice 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 EBITA by almost 50% compared to 2020. And even if we compare to 2019, revenue and EBITA, 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 by -- at Vivendi's Annual General Shareholders Meeting. The listing of the company on Euronext Amsterdam is scheduled to take place on September 21 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 that was defined a few years ago is paying off. Our global subscriber base has increased by 1.8 million within 1 year and has almost doubled in 5 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 combined 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 -- rivaling the industry major players. And Gameloft or Vivendi Village are other 2 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. Furthermore, from January to end of June 2021, the sum of EUR 653 million was returned to shareholders through the payments of a EUR 0.06 dividend -- 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 6 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.

Thank you, Arnaud. Good evening to everyone. It's my pleasure to present to you our financial result 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 6 months with the strengthening of the euro against the U.S. 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 on 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 EBITA; and 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 and 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 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 2020. First, the line income from equity affiliates represented a loss of EUR 38 million, and notably included Vivendi's share cap of Telecom Italia's net earnings. Second, income from investments included the dividends received from Mediaset for EUR 102 million. Then 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. And lastly, noncontrolling 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 reflective of some noncash 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% high at the end of 2020. As for assets, we haven't had to take any impairment test on goodwill, 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 2 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 société en commandite to société anonyme. Then in Spain, we have a 1% stake in Telefonica 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 Pais. 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 102 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. And 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 2 significant risks we have -- had been caring for several years. Now 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 and 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 4.5 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 and 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 minus 7.9% decrease in Q2 last year. All our businesses contributed to these strong performances and delivered strong growth. Going to Slide 20 and the performances by business units. 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 have 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 a gain in EBITA margin of more than 300 basis points. More specifically, some of the group businesses were hit hard by the pandemic, notably Havas and Editis. And H1 2021 saw a strong rebound in these businesses as well as continued growth in the profitability of Universal Music and Canal+. Now let's take a closer look at the key performance 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 nonrecurring item included in the second quarter of 2020, publishing revenue grew by 20%. And merchandising revenues grew 67%, thanks to the improved retail and direct-to-consumer sales. On the next slide, we focus on margins. I said that UMG's half year accounts will be also published tonight simultaneously with Vivendi's ones. So margin expansion was largely driven by the revenue growth and cost control. The EBITA 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 EUR 370 million in H1 2021. After cash flow generation being impacted by increased content investment in H1 2020, UMG's cash generation increased by EUR 310 million in H1 2021, reflecting improved operational performance. And 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 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 represents 60% of the total base, reflecting the increasing strategic importance of Canal+ international activities. In more detail, the graph on the left breaks down the growth of the international subscriber base. After the successful integration of M7 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 America. In April, we also started operation in Ethiopia, the second most populous country on the continent. Nine local language channels have been created and 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+'s 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 and 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 and a good performance from CNews. Studiocanal had a strong half year with revenues up 41% and 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 event and films and 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 EBITA conversion rate remains solid. Moving to Slide 30 with Havas, our communications business, and a focus on the 2 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. Then on the right, you can see the dynamic rebound in the first half EBITA. 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 bonds. 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 health care 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 figures 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 double-digit growth. And 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; 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 on 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 EBITA and CFFO improved dramatically in H1 2021. EBITA was EUR 10 million compared to an operating loss of EUR 21 million, and operating cash flow improved from minus EUR 76 million to minus 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's sales amounted to EUR 120 million in H1 2021. Its product mix significantly improved during the first 6 months of 2021 thanks to the successful launch of 2 new games in April on Apple Arcade. Vivendi Village's 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 Initiatives 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 5 countries and expect 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 6 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 reflects the very strong performance of our businesses. Please note that we will release our Q3 2021 revenues on October 21, after market close. Thank you very much for your attention, and we are now already, Arnaud and myself, to take your questions.

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

I've got 3, 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 EUR 33 million of one-off revenue. I was wondering how much of that revenue converted to EBITA in H1? And 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%? And 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. And then thirdly, either Arnaud or Hervé, 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're 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?

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

Maybe to answer the first question on the onetime item. It's a catch-up payment. So the impact on the EBITA is more or less in line with the percentage of profitability of gaming and subscription.

As regards to the third question, which is our financial capacity. While 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. And 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. And 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. So that's the position as it is. And we want obviously -- and obviously, we have the financial management of the company and the decrease of the debt.

And the next question is coming from the line of Adrien de Saint Hilaire from Bank of America.

And I have a few questions as well, please. So you've just answered Omar'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 '21. Would you expect that it will follow the same trend that you saw in the first half? Or are there any other moving parts? And then last question. So you've disclosed that you own a 1% stake in Telefonica, 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? I think you sold your stake and you've bought one again. So help us understand, please, the rationale of that investment.

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. So 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. And you'll 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. And so we are playing with this kind of a winning formula. So 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. But 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 arises. And let me restate that we'll do that in applying strict financial discipline. I will answer also your third question, which is about Telefonica. 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 Bambu Producciones. We have a strong presence with Havas led by Alfonso Rodés in Madrid and covering also South America. And as regard to Telefonica, it's a story which did start, you're absolutely right, in summer 2014. Because we took the stake of Telefonica and Telecom Italia when we complete the transaction on GVT, for those who have knowledge about the story of Vivendi. And we build a relationship. We had to dispose of the stake based on the CADE regulation. The CADE is the Brazilian antitrust. But Telefonica is a key player in Spain and other territories, but mainly in Spain. We do believe on these opportunities that we see arising in terms of building bridges between telco and media operators. That has been one of the basic reason of the position we're in, in Italy. So for us, it's to be a shareholder and to have a strong relationship with a very talented team at Telefonica and providing with the option in the future. And that's the reason why we wanted to build again. After have been received the clearance from CADE, we wanted to rebuild this stake in the company. For instance, Telefonica is one of the shareholders of PRISA and in the different initiatives we're currently working on. Because again, every investment on our side is based on, first and foremost, an industrial rationale, which has to be reinforced by financial perspective. But 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 in the long term with a kind of industrial approach. And this is the reason why we have this stake in Telefonica. I hope that I did answer your question, Adrien. I'm going to hand over to Hervé.

To answer your question on the second half of Canal+. As you imagine, Vivaldi doesn't give any guidance on the full year. We are still in a current sedentary context, which is complicated. There is little visibility. And more specifically for Canal+, some important elements are still pending, such as the media chronology, the financing of cinema, the League One 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.

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

Firstly, thank you for confirming the date of the UMG CMD. Could you give us a little detail what to expect? For example, will there be new financial targets? Any confirmation or color there would 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. So to what extent are they "one-off"? And then 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 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?

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, and 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 the financial targets. For the profits and the growth of the profit. 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 onetime positive impact, which are generally related to the resolution of old problem or situation in which some players don't pay the royalties they will have -- they would normally have to pay. So this being said, the growth in the profitability at Universal Music relies largely on the operating leverage. And very logically, when you have such an important growth at the top line and you have some sort of fixed cost and you have a very good operating leverage, which is the case at Universal Music, as you have seen this year. Do you want to take it on the U.K.?

I will take the U.K. with great pleasure. So as regard the point you're raising, William, the report from the select committee is on the advisory, and the government isn't required to accept the recommendation and in many case, doesn't. But at this point, it's not certain that any legislation will be brought forward. But so 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. But to put your question in 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 a discussion as regards to the relationship between the different stakeholder. The only thing that I'd like to be, to do, to say is in that context, what -- one of the thing and one of the key USP of Universal Music Group and which is lived on every day by Sir Lucian Grainge and his team at Universal Music Group, is the respect of creative artists. And 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 #1 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. And 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. So 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. And I take the opportunity of your question of U.K. to reiterate what has been my point in different circumstances. And we discussed in the past, the relationship between Universal Music Group, for instance, and digital streaming platform and many other situation. But I remain convinced that there is 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.

And the next question is coming from the line of Julien Roch from Barclays.

Usual 3 questions. The first one is in 2019, EUR 306 million of UMG content investment were purchased 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, another EUR 900 million on catalog. So I wanted to know how much did this EUR 1.2 billion of investment contributed to UMG organic in H1. That's my first question. The second question is, how do you get EUR 10 billion of financial flexibility? You're going to get EUR 2.4 billion of cash post distribution inside of UMG. That's a 7.6% gap and EBITA post dividend distribution should be EUR 0.8 billion, so 10x gearing seems high to me. And the last question is, how much was the one-off in Q2 in music in million euros because Omar said EUR 33 million. I calculated 50, the indication that you have on recorded, and 43 you can get from streaming. I know it's a small number, but we might as well give the right number.

Your first question in terms of contribution to revenue and EBITA for the investments, which we have 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 EBITA impact where we -- when we fully acquire publishing catalog and there is no longer royalty expense to that artist. And 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. But 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 second -- the third question on the onetime item in the second quarter of 2021, the catch-up payment in just 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 at the -- after the UMG distribution plus the value of the financial asset and liquid assets we have. And we arrive very easily at EUR 10 billion of availabilities and possibilities. We suppose, obviously, that we could, I would say, sell some of our stakes to take such an amount of opportunities. But if we have the stakes, we could have also the means to make operation with that. So that's why we did EUR 10 billion. It's quite easily to calculate -- quite easy to calculate.

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

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? Otherwise, you may end up with a situation where there's a big dislocation and the stock price will fall really dramatically. Third question is what's happening on football vis-à-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 League One rights up until 2024?

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. So it would mean that at the same time, UMG will have a net debt of roughly EUR 2 billion.

Well, as regard your question for the football rights, well, as you have read, it's a complex subject. And I can't express myself as some legal situation are underway. But 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 2 games of French League One in a context where Amazon will pay EUR 259 million for 8 games, well, 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 over and above this French League One, what I know is that Canal+ will have on screen, on air for subscribers 2 of the best games every day of the Champions League, which is coming back on Canal+. And 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 40, which is a fantastic championship. We've got Formula 1, which is going from strength to strength in terms of viewership rate. We've got Moto Grand Prix, fantastic. We've got golf. We've got boxing. And 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. And we're confident that whatever happens on the League One in France, we have a solid offering which is second to none in the context of the French market.

And 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 as General Meeting of Shareholders approved as a possibility to make buyback and gave the authorization to the Management Board to do it. So this is clearly a possibility to do and to launch it after the distribution.

And I add to that, that the authorization, which has been given to the Management Board, is with a maximum price of EUR 29. But 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.

The next question in the queue is coming from the line of Christophe Cherblanc from Societe General.

Yes. 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 is 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 a provision for the sublicensing contract with beIN and not paying the money the way you're accounting for the situation? And also on football, what is your best estimate of the football fanatic [ at core ] base, which is at risk? I'm sure you've run scenario analysis. And 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.

[Foreign Language] I will take the first one on Pershing. So we are discussing and working with Pershing. And we -- it's going to be as disclosed, between 5% to 10%. If there were a percentage remaining available, we've got high demand for this remaining -- potential remaining stake. So we're still on plan. We in the -- under the circumstances of not having the 10% with Pershing, which is not the favorite scenario, we have 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?

Well, on Canal+, obviously, the situation is evolving. And as we have seen, Canal+ has won an important trial in court last week. So 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 sublicense to beIN Sport can be a sort of savings made by Canal+ in the future. As is being said, we have to calculate and to see what could be the impact on the subscriber base of such new situation for football. But 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, we -- what can be the margin or the normative margin at Havas. So let me say that we are very satisfied with Havas and the possibility to adapt the cost base to a new situation and to see a return to profitability. And we believe that it can be back at the end of 2022 to a normative profitability, which is a 10% EBITA in -- which was the case in 2019, I believe.

The next question in the queue is coming from the line of Richard Eary from UBS.

Three questions for 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. I just don't -- and they should also have benefited from a obviously cycling of the advertising environment from last year. So 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 on football rights. So should we assume that those savings accrue in the second half? Or have they been offset by additional rights that you purchased, which could obviously impact the profitability half-on-half as we look at the second half? And then just lastly, I don't know if you can update us in terms of what -- when we're going to get a clearer picture of the actual physical offer structure and the mechanisms for the demerger and the pricing at which the scripts will be set for demerger. That would be helpful.

For the first question on the streaming subscription trends 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 ads is much better this year than it was it was last year. And we have also the fact that in -- we have the effect of the new contract, which have been paid and which have been completed 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 aspect in -- on the cost of sports last year and this year. So this is why this is quite difficult to predict what could be the evolution of profitability in the second part of this year. And 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. So 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 costs.

No. Just trying to -- so 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?

Well, it will be more clearly explained in the prospectus also at the beginning of September. But normally on the first day of trading on September 21, each shareholder of Vivendi will receive a share in Universal Music, which will be tradeable at -- on the market on the 21st of September, even as a mechanism of [Foreign Language]. We will give the shares only 2 days later. But the shares will be tradeable on the market on the first day on September 21. And there will be an indicative price which will be given by us on the bank the day before. And then we'll 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, but this is broadly what I think the things will happen on this on this first day of trading of Universal Music in Amsterdam.

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?

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

The next question from the queue is coming from the line of Conor O'Shea from Kepler.

Just a couple of questions. Firstly, 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. But if you could just confirm that, that would be great. And then on the publishing side, can we have an idea of just the seasonality? You gave some pro forma numbers for Prisma for the 6 months in terms of revenues and EBITA. But could we have an idea of -- if the full year earnings are sort of second half weighted in a normal year? And also on Editis, very strong growth in the distribution side. Just wondering what's driving that? And is it higher margin? And then the final question on Universal Music, just in terms of the streaming growth. Obviously, we've seen some of the platforms, Spotify, 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 4, 5 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. Or are you comfortable with the level of growth you're delivering at the moment?

Thank you, Conor, for your questions. Just something I'd like to say to Richard just that the question that has been asked will be answered by our IR team. But we've got a specific rule of the game during this analyst call, which is really to stick to the 3 questions maximum. So IR team is going to be there to answer your question, Richard. So Conor as regards to your question with regards to the sequence of events and the timing on the litigation, I can't answer the question. We've got different process involving different players, and 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. Maybe question #2, Hervé?

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

Sorry, sorry. So publishing for Editis and Prisma.

What we can say is 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. So we've 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. And as regards 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. And this distribution operation has been fed by strong appetite for readers to go in the different retailing space and to buy books. So all the distribution activity has been fed by this appetite, which is music, obviously, to our ears. Hervé, on Universal.

The question on Universal was referring, if I understood well, on the decline in the price of Spotify and Tencent Music. And some, I would say, some years, it's a 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 EBITA in fact, because this is in other financial profits. So it impacts only the level of the net result and not the profitability at the operational level. So we'll see.

And the final question for today is going to be from the line of Tom Singlehurst from Citi.

Yes, Tom here from Citi. I just wanted to go back to, I suppose, the Pershing Square deal and the decision to sell to a financial buyer. I mean obviously, it's about getting the biggest price. I do understand that. You want to maximize the price. But 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 sort of operational boost, which presumably, Pershing Square doesn't bring you within UMG. So 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? And then 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 EBITA. Is that just because of seasonal buildup of investment ahead of the second half? Or is there something else going on?

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. But there are 2 things which -- as regarded to the discussion and the agreement we had with Bill Ackman, which is number one, the price. And price is obviously criteria that is second to none. And 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 like an exposure to the U.S. markets. There are great families, which have invested in the vehicle, and it gives this kind of visibility in the context of the U.S. market. So that -- those are -- have been the criteria for 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. But of course, as previously announced, we separately licensed with the digital service providers in China. We remain committed to helping support and growing sustainable music market in China and confident in the Chinese market's potential. And as regard 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 increased choice and experiences for music fans. Hervé?

Last question was referring to Editis and the drop-through between the increase in revenues and the EBITA. We -- you have to consider that you have 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.

And there are no further questions in the queue, so I'll hand it over back to your host to conclude today's call.

Well, I would like to thank you for your attention. Thank you for your questions. And very much looking forward for the next 6 months. I wish you all the very best and a great summer, and look forward to sharing with you in early 2022.

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

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