Not for publication, release or distribution release, directly or indirectly, in or into the United States, Canada, Australia or Japan, or in any other jurisdiction in which the distribution or release would be unlawful.

This press release does not constitute or form part of any offer, solicitation or invitation to buy, exchange or subscribe for any securities in the United States, or in any other jurisdiction. Securities may not be offered, subscribed or sold in the United States absent a registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Bolloré, Compagnie du Cambodge and Société Industrielle et Financière de l'Artois do not intend to register any portion of the securities offerings described herein in the United States or to conduct a public offering of securities in the United States. The exchange tender offer mentioned in this press release will not be made in the United States and no tenders made from the United States will be accepted.

17th October 2014

COMPAGNIE DU CAMBODGE                                                                     SOCIÉTÉ INDUSTRIELLE ET
                                                                                                                 FINANCIÈRE DE L'ARTOIS

Filing of an Exchange Tender Offer initiated by Bolloré Group for the Securities of Havas

Exchange ratio: 9 shares of Bolloré for 5 shares of Havas, after the split by 100 of nominal value of Bolloré shares

 implying a premium of 19.5%1

On 17th October 2014, Bolloré Group filed with the Autorité des Marchés Financiers an exchange tender offer for the securities of Havas.

This friendly transaction fits into the continuity of Bolloré's long-term investment in Havas, initiated over 10 years ago.

The rationale of the transaction is to strengthen Bolloré's ownership in Havas (currently at 36.2%), aiming to achieve a significant majority in Havas' shareholdings while maintaining the company listed and a satisfactory level of free float in order to ensure the liquidity of the shares.

The offer highlights the confidence of Bolloré in Havas' strategy as an independent group among the world leading communication players and the willingness to support Havas' expansion.

The transaction gives the opportunity to Havas' shareholders, who wish to do so, to exchange their shares for those of a well-diversified group in fast-growing businesses, while at the same time receiving a 19.5%[1]:
#_ftn1
premium.

The offer will enable Bolloré shareholders and Havas shareholders who will tender their shares to benefit from the simplification of the Group structure and the increased share liquidity through an increased free float.

The offer is jointly initiated by Bolloré and its subsidiaries Compagnie du Cambodge and Société Industrielle et Financière de l'Artois. The Bolloré shares offered in exchange for Havas' shares would be firstly existing Bolloré shares held by Société Industrielle et Financière de l'Artois and Compagnie du Cambodge and secondly Bolloré newly issued shares[2]:
#_ftn2
.

A split by 100 of Bolloré shares nominal value will be effective at the same time as the opening of the offer.

In addition, Bolloré dividend policy will be increased to make Bolloré dividend yield consistent with Havas' one.

The proposed exchange ratio, after the split of the nominal value of Bolloré shares, is 9 Bolloré shares (that will bear current dividends' right) for 5 Havas shares tendered to the exchange offer. For illustrative purposes, on the basis of the current nominal value of Bolloré share, the exchange ratio would be one Bolloré share for approximately 55.56 Havas shares.

The implied premium of the exchange ratio for the shares of Havas is 19.5% based on the last price before suspension of the shares of Havas and Bolloré on 17th October 2014; 32.8% based on the three months weighted-average[3]:
#_ftn3
; 37.8% based on the six months weighted-average3.

The BSAARs holders of Havas are offered to tender their BSAARs to the exchange offer on the basis of 31 shares of Bolloré (post split of the nominal value) that will bear current dividends' right for 37 Havas BSAARs tendered.

Vincent Bolloré, Chairman of the board and Chief Executive Officer of Bolloré stated: « The public exchange offer fits into the continuity of Bolloré's long-term investment in Havas, initiated over 10 years ago. The offer highlights the confidence of Bolloré in Havas' strategy as an independent group among the world leading communication players. The transaction gives the opportunity to Havas' shareholders, who wish to do so, to exchange their shares for those of a well-diversified group with strong international exposure, while at the same time receiving an attractive premium ».

The offer will be opened following the clearance decision (décision de conformité) from the Autorité des marchés financiers (AMF), which will rule after the release of the Note en réponse of Havas. The success of the exchange offer will be subject to reaching the minimum threshold of 50% in the capital of Havas, in accordance with existing regulations.

Pursuant to article 231-16 of the AMF's general regulations, a detailed press release summarizing the main terms of the exchange offer was published today and is available on the websites of Bolloré (www.bollore.com), Société Industrielle et Financière de l'Artois, (www.sif-artois.com) and Compagnie du Cambodge (www.compagnie-du-cambodge.com). Similarly, the draft prospectus of the exchange offer (projet de note d'information) is available on the websites of Bolloré, Société Industrielle et Financière de l'Artois and  Compagnie du Cambodge.

A conference call will be held today at 6.30pm at the following number: +44 (0) 20 30 43 24 39 (in English)

The presentation of the transaction is available on the websites of Bolloré, Compagnie du Cambodge and Société Industrielle et Financière de l'Artois (http://www.bollore.com/en-us/legal-notice-1 or http://www.compagnie-du-cambodge.com/fr-fr/avertissement-1 or http://www.sif-artois.com/fr-fr/avertissement-1)


No materials, nor any information in relation with the transaction initiated by Bolloré, Compagnie du Cambodge and Société Industrielle et Financière de l'Artois may be released to the public in any jurisdiction where a registration or approval is required. No steps have been and will be undertaken in any jurisdiction where such steps would be required. The issuance or subscription of securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Bolloré, Compagnie du Cambodge and Société Industrielle et Financière de l'Artois disclaim any liability resulting from a violation of any such restrictions by any person.

This press release is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended and as implemented in each Member States of the European Economic Area (the "Prospectus Directive").

This press release does not constitute and shall not be considered to constitute a public offering, nor an invitation or a solicitation of a public offering in any jurisdiction.

In the Member States of the European Economic Area other than France ("Member States") which have implemented the Prospectus Directive, no steps have been undertaken and will be undertaken to make a public offer of securities requiring the publication of a prospectus in any of the Member States. Therefore, securities may only be offered in Member States:

(a) to persons who are « qualified investors » (within the meaning of the Prospectus Directive, as amended), or

(b) in any other cases where Bolloré, Compagnie du Cambodge and Société Industrielle et Financière de l'Artois are not required to publish a prospectus pursuant to article 3(2) of the Prospectus Directive.

This press release is not issued and has not been approved by an authorized person ("authorized person") within the meaning of article 21(1) of the Financial Services and Markets Act 2000. Therefore, this press release is addressed and directed only to persons who (i) are outside the United Kingdom (ii) have professional experience in matters relating to investments falling with article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) are referred to in article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) to any other persons to whom this press release might be addressed in accordance with applicable laws (persons listed in (i), (ii), (iii), and (iv) together being referred to as "Relevant Persons"). The securities are available only to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. This press release or any of its contents must not be acted on or relied on by persons who are not Relevant Persons. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute a securities offering, nor a solicitation or invitation to buy or subscribe securities in the United States. Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the « U.S. Securities Act ») and may not be offered or sold within the United States to, or for the account or benefit of, a U.S. Person (as that term is defined by Regulation S issued under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Bolloré, Compagnie du Cambodge and Société Industrielle et Financière de l'Artois do not intend to register any portion of the securities offerings described herein in the United States or conduct any public offering of securities in the United States. The exchange tender offer mentioned in this press release will not be made in the United States and no tenders made from the United States will be accepted. Neither the tender offer document nor any other materials relating to the tender offer may be sent, communicated, or released in the United States. Shareholders who tender into the offer will be considered as stating that they do not tender from the United States.

The release of this document in other jurisdictions may be restricted by law. Information in this press release do not constitute a securities offering in the United States, Canada, Australia or Japan.

This press release may not be published, released or distributed, directly or indirectly, by any person in the United States, Canada, Australia or Japan.



[1]:
#_ftnref1
Based on the last price before suspension of the shares of Havas and Bolloré on 17th October 2014

[2]:
#_ftnref2
Compagnie du Cambodge and Société Industrielle et Financière de l'Artois own 3.5% and 4.1% of Bolloré respectively, representing 9.4% and 31.9% of their market capitalization based on market prices on 17th October 2014. The existing Bolloré shares will be delivered equally by Compagnie du Cambodge and Société Industrielle et Financière de l'Artois; once Compagnie du Cambodge will no longer own any Bolloré's shares then the shares will be delivered by Société Industrielle et Financière de l'Artois

[3]:
#_ftnref3
Premium on the exchange ratio based on the volume-weighted average prices of Havas and Bolloré

BOLLORE : Filing of an Exchange Tender Offer initiated by Bolloré:
http://hugin.info/143376/R/1863926/654059.pdf



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: BOLLORE via Globenewswire

HUG#1863926