Vincent Bolloré will not pay tax on two thirds of his Canal+ and Hachette shares

The Bolloré group will benefit from a special regime allowing it to reduce taxes on the split from Vivendi. It should save more than 500 million euros in taxes.

It's a complex tax arrangement at the heart of the Vivendi split. The group approved its split into three listed entities on Monday, December 9: Canal+, Havas and Hachette. This Monday, December 16, their first listing takes place, in London, Amsterdam and Paris. Each Vivendi shareholder will receive one share from each of the three companies. A split that the group controlled by Vincent Bolloré had already carried out for Universal Music in 2021. At the time, its shareholders criticized the tax impact of the operation. The distribution of shares had been considered a dividend, and therefore taxed at 30%.

This time, Vivendi has opted for another scheme, rarer, but with much lighter taxation. This special “partial split” regime exempts Vivendi shareholders from tax on two thirds of the value of their Canal+ and Hachette shares. In total, nearly 6 billion euros will escape capital gains tax on the grounds that they are considered as “reimbursements of contributions” of assets and not as a “distribution” subject to capital gains tax. -values.

“All or part of this distribution may constitute a repayment of contribution, that is to say that the shareholders recover their initial investment and are therefore not taxable,” explains Charles Ménard, lawyer at EY Law Firm.

The equivalent of a “refund” to shareholders

At Canal+, 4.5 billion euros will be considered as a reimbursement of contribution to shareholders, without capital gains, out of a total value of 6.85 billion euros. At Hachette, these reimbursements weigh 1.4 billion euros on a valuation of 2.15 billion. Their residual value, the balance of a third, will normally be taxed at 30%. The Havas split leads, on the other hand, to a dividend payment as for Universal Music.

The first to benefit from this reduced taxation will be the Bolloré group, which controls 30% of Vivendi and will hold the same stake in Canal+ and Hachette. Vincent Bolloré will thus be exempt from tax on two thirds of the shares he holds in these two companies. According to our calculations, he would have to pay around 200 million euros in tax for the split from Canal+. With the “classic” distribution regime, he would theoretically have paid a little more than 600 million euros. For Hachette, the Bolloré group thus avoids paying 200 million euros in taxes and should pay only 65 million euros.

In total, thanks to this “partial split” regime, it will save around 535 million euros compared to traditional taxation on dividends. Contacted several times, the Bolloré group did not wish to respond to us. But a good expert on the matter confirms to us: “these sums charged to the share capital or the bonuses are not taxable since the company returns what it has contributed. Which is therefore not a gain”.

It is difficult to know exactly how much tax the Bolloré group will pay on the split from Vivendi. It also benefits from the so-called “mother-daughter” tax regime between the parent company, the Bolloré group, and its subsidiary, Vivendi. The family group can thus benefit from a partial exemption from income tax on dividends received.