Launching the OPRA sooner rather than later would be in Vivendi and Bollore’s interests as the stock is currently trading at a very wide discount to its NAV (38.4%).
Expected treasury shares cancellations at the end of H1 2023 might be a catalyst for the OPRA / Bollore follow on mandatory offer to be launched even if Bollore has several options to delay any decision.
As all treasury shares must be cancelled within 24 months of their acquisition (according to the French “code de commerce” rules), Bollore could ‘theoretically” cross the 30% threshold in Vivendi’s voting rights as early as February 2023.
However, in order to buy some time, and if he wishes to, Bollore has many options:
- According to article Article 234-4 of the AMF regulation, the AMF may authorise a temporary breach of the one-third threshold mentioned in Articles 234-2 and 234-3 if the breach amounts to less than 3 % of the equity and voting rights and lasts no longer than six months. Bollore would not be able to exercise voting rights > 30%
- Selling some shares to keep its stake of Vivendi’s capital < 30% and/or
- Nullify some of its voting rights (commit not to exercise voting rights)
- Another swing factor might be the number of performance shares that might be distributed in 2023 (hence not cancelled). If Vivendi were to distribute 9.7M shares to employees in 2023 (same as 2020 or 2022), that would delay further the “theoretical” 30% crossing of Bollore stake
A “final decision” on the OPRA/follow-on mandatory offer will most probably happen this year.