Havas Announces Publication of Its Prospectus

Havas B.V.[1] (together with its consolidated subsidiaries, the “Group”), one of the world’s largest by revenue and most established global communications and marketing groups, providing a full range of services across the industry’s value chain, announces today the approval of the Prospectus, dated October 30th, 2024, by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”), in relation to the Admission following the intended Distribution. The Distribution is contemplated by Vivendi in the broader context of the potential separation of several entities from the Vivendi Group that are each expected to become independent, publicly listed companies operating separately from Vivendi.

The publication of the Prospectus constitutes a first step towards Havas’ contemplated listing on Euronext Amsterdam. The Admission is subject to, among other things, the receipt of Vivendi shareholder approval during a Combined General Shareholders’ Meeting on December 9th, 2024. Subject to such conditions, trading in Havas ordinary shares on Euronext Amsterdam is expected to start at 9:00 a.m. (CET) on December 16th, 2024, initially on an 'if-and-when-delivered' basis, with regular trading in Havas ordinary shares expected to start at 9:00 a.m. (CET) on December 18th, 2024. Havas will keep the market informed, if and when appropriate, in accordance with applicable laws and regulations.

Yannick Bolloré, chairman and CEO of Havas, said, “The publication of our Prospectus marks a significant milestone for Havas as we take the next step towards our listing on Euronext Amsterdam. This move reflects our strong commitment to driving growth through innovation, cutting-edge technologies, and strategic acquisitions. Over the past weeks, we have engaged in dialogue with investors to outline why Havas is ideally positioned to capture the growing demand in the communications and advertising market. We expect this transaction to provide us with the flexibility to strengthen our position as a leading global communications group and accelerate the implementation of our ambitious Converged strategy to even better serve our clients. With investments in high-growth areas such as data-driven marketing, technologies, and AI, we intend to remain at the forefront of the transformation of our industry.”

A Heritage of Innovation 

Founded by Charles-Louis Havas in 1835, the Group has evolved into a leading global player in communications and marketing, providing end-to-end services across the industry value chain, with multiple areas of excellence and a diversified exposure to industry verticals and markets. Today, Havas employs more than 23,000 people and operates in more than 100 markets. To meet the needs of its clients, the Group pioneered, as early as 2013, the development of a fully integrated approach, embodied by 71 Havas Villages around the world, bringing all communications businesses under one roof for seamless collaboration among its creative, media, and technology teams.

Drawing on its extensive heritage and wealth of expertise, Havas has consistently invested in its future and developed teams, capabilities and technological tools on a global scale that make it ideally positioned to strengthen its standing as a partner to its clients and seize the growth opportunities presented by today’s increasingly complex communications and marketing industry. In 2024, Havas launched its Converged strategy, which includes creating a fully integrated operating system across the Group with creative ideas at its core. It focuses on further integrating creative, media, customer experience, production, technology and AI to deliver meaningful, highly personalized, real-time campaigns that resonate with clients across industries. 

A Solid Financial Foundation

Havas’ financial performance has been robust and resilient, showing continuous growth over recent years. In 2023, the Group reported revenue of €2,872 million and net revenue of €2,695 million, driven by strong demand across its three business lines:

• Havas Creative delivers creative services for over 2,400 clients globally, with a workforce of approximately 10,000 people, and encompasses a wide range of services, from advertising, brand strategy and business transformation to digital and social media solutions, as well as public relations and events. It brings together some of the most accomplished agencies, which have consistently received prestigious awards over the years for their creativity and innovation.
• Havas Media creates and delivers premium media experiences, designing data-driven strategies to provide its over 3,000 clients with the right media and content to connect with their target audience and maximise media impact. With over 8,500 people worldwide, it offers an extensive range of services, including media consulting and investment, retail media and e-commerce, fan engagement, media performance, data and analytics. Havas Media has been recognised as one of the fastest growing global media networks.
• Havas Health is a global leader in healthcare and wellness communications, with over 3,800 people serving over 200 clients with specialised marketing services for the pharmaceutical, healthcare, and wellness industries. Havas Health has become one of the most trusted partners for healthcare brands, helping them navigate complex regulatory environments and deliver impactful campaigns that resonate with both healthcare professionals and consumers.

Over the 2018-2023 period, Havas has demonstrated a strong and resilient financial performance, with an average annual growth rate in net revenue of 4.5% per year, supported by a combination of organic business expansion and strategic mergers and acquisitions (M&A). 

The Group has also demonstrated its ability to improve profitability and enhance operational efficiency between 2018 and 2023, increasing its Adjusted EBIT by €90 million, and expanding its Adjusted EBIT margin by 130 basis points during this period. This improvement was partly driven by Havas’ 'cost plus' model in its advertising activities, along with a shift in media services remuneration from traditional commission-based fees to a combination of retainer and outcome-based compensation models.

Havas has historically operated with relatively low capital expenditures, resulting in a strong cash conversion rate of 80% to 90% over the 2018–2023 period. As of December 31st, 2023, the Group reported a net cash position of €431 million (excluding lease liabilities and earn-out/buy-out obligations).

Growth Strategy and Outlook 

As it prepares for its listing, Havas is well positioned to capture a larger share of the growing demand in the communications and advertising market. The Group continues its growth and innovation efforts through its Converged strategy, which is expected to be central to its future. 

The listing is expected to provide Havas with additional strategic and financial flexibility to accelerate key growth drivers:

• Strategic Acquisitions: Havas plans to continue its disciplined acquisition strategy, focusing on expanding its presence in high-growth markets and bolstering its expertise in areas such as data analytics, digital transformation, and AI.
• Investment in Innovation: Havas will pursue the development of its capabilities in data, technology, and artificial intelligence, ensuring it remains at the forefront of the industry.

Havas is aiming to achieve an Adjusted EBIT margin ranging between 14.0% and 15.0% by no later than for the financial year ended December 31st, 2028. Havas is also aiming to generate contributions to net revenue from new acquisitions averaging between €40 million and €50 million per year over the medium term, driven by the execution of the Group’s acquisition strategy.

Based on the assumptions described in the Prospectus, Havas believes it can achieve the following as of and for the year ended December 31st, 2024:

• A change in net revenue on an organic basis ranging between a decrease of 1.0% and no change, compared to the year ended December 31st, 2023;
• Adjusted EBIT in excess of €330 million, reflecting management of operating expenses (such as personnel and travel expenses);
• Net cash and cash equivalents (excluding lease liabilities and earn-out and buy-out obligations) of around €150 million.

For the year ended December 31st, 2025, Havas believes it can achieve the following:

• Net revenue on an organic basis growth in excess of 2.0%, compared to the year ended 31at December 2024; 
• Adjusted EBIT margin ranging between 12.5% and 13.5%.

Dividend Policy

Havas’ dividend policy will target the delivery of a regular return on capital to its shareholders by means of a yearly dividend payment that is expected to represent around 40% of net income (Group share) for the relevant financial year (commencing in 2025 for the financial year ended December 31st, 2024).

Availability of the Prospectus – Havas’ Prospectus is available on the corporate website of Havas as well as on the AFM’s website. It is also available from Havas free of charge upon request at Havas, 29-30, quai de Dion Bouton, 92800 Puteaux, France. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities admitted to trading.

Risk Factors

Investing in Havas involves certain risks. A description of these risks, which include risks relating to the Group as well as risks relating to the Vivendi Spin-Off and the Havas ordinary shares, is included in Section 1, 'Risk Factors' of the Prospectus. Any investment decision in respect of Havas should be made solely on the basis of the information contained in the Prospectus.

Indicative calendar

• November 19th, 2024: Havas Capital Markets Day 
• December 9th, 2024: Vivendi Combined General Shareholders’ Meeting
• December 16th, 2024: Expected admission to listing and trading of Havas ordinary shares on Euronext Amsterdam

Advisors

Société Générale, Citi and Morgan Stanley are acting as lead financial advisors. Bank of America, Banque Hottinguer, Barclays, BNP Paribas, CIC, Crédit Agricole CIB, Evercore, Goldman Sachs Bank Europe SE, HSBC, Lazard, and Natixis are acting as co-financial advisors. Banco Santander, COMMERZBANK, Intesa Sanpaolo, J.P. Morgan, and Mizuho are acting as other financial advisors. Cabinet Bompoint, Cleary Gottlieb Steen & Hamilton LLP and Gide Loyrette Nouel (as to French law), Cleary Gottlieb Steen & Hamilton LLP (as to U.S. law) and Loyens & Loeff N.V. (as to Dutch law) are acting as legal advisors.