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Joint announcement relating to the extension of the distribution date of the combined circular
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.
(Incorporated in the Republic of South Africa) (a French société anonyme registered with the
(Registration number: 2018/473845/06) Registre du Commerce et des Sociétés in
JSE Share code: MCG Nanterre, France)
ISIN: ZAE000265971 (Number 420.624.777)
(MultiChoice) (Canal+)
JOINT ANNOUNCEMENT RELATING TO THE EXTENSION OF THE DISTRIBUTION DATE OF THE COMBINED CIRCULAR
1. INTRODUCTION
MultiChoice Shareholders are referred to the firm intention announcement ("FIA") released on SENS
on 8 April 2024, wherein they were advised of the proposed mandatory offer to MultiChoice
shareholders by Canal+.
2. EXTENSION OF THE DISTRIBUTION DATE OF THE COMBINED CIRCULAR
2.1 In the FIA, MultiChoice Shareholders were advised that pursuant to the terms of the Cooperation
Agreement, Canal+ and MultiChoice intended posting the Combined Circular to MultiChoice
Shareholders by 7 May 2024, being 20 business days from the date of the FIA, as specified in
Regulation 102(2) of the Takeover Regulations. It was further stated that Canal+ and MultiChoice
reserved the right to seek an extension of this period, should one be necessary.
2.2 MultiChoice Shareholders are advised that, in order to allow the Independent Expert and the
Independent Board enough time to properly fulfil their responsibilities in terms of the Takeover
Regulations, the parties jointly requested the TRP, in terms of Regulation 102 (2)(b) of the Takeover
Regulations, to grant an extension to the date by which the Combined Circular is required to be
posted to MultiChoice Shareholders. The TRP has granted such extension to 4 June 2024.
3. RESPONSIBILITY STATEMENTS
3.1 The Independent Board of MultiChoice accepts responsibility for the information contained in this
announcement to the extent that it relates to MultiChoice and confirms that, to the best of its
knowledge and belief, such information relating to MultiChoice is true and that this announcement
does not omit anything likely to affect the importance of such information.
3.2 The Principals of Canal+ accept responsibility for the information contained in this announcement
other than to the extent it relates to MultiChoice and confirm that, to the best of their knowledge
and belief, such information relating to Canal+ is true and that this announcement does not omit
anything likely to affect the importance of such information.
Randburg
2 May 2024
Sponsor to MultiChoice
Rand Merchant Bank (a division of FirstRand Bank Limited)
Joint Legal Advisors to MultiChoice
Webber Wentzel and DLA Piper
Legal Advisors to MultiChoice on competition and broadcasting matters
Herbert Smith Freehills and Werksmans
Joint Financial Advisors to MultiChoice
Citigroup Global Markets Limited and Morgan Stanley & Co International plc
Independent Expert to the MultiChoice Independent Board
The Standard Bank of South Africa Limited
Strategic Communications Advisors to MultiChoice
FTI Consulting
South African Legal Advisors to Canal+
Bowmans
International Legal Advisors to Canal+
Bryan Cave Leighton Paisner LLP
Joint Financial Advisors to Canal+
BofA Securities and J.P. Morgan
Strategic Communications Advisors to Canal+
Brunswick Group
Important Notices
Shareholders should take note that, pursuant to a provision of the MultiChoice memorandum of
incorporation, MultiChoice is permitted to reduce the voting rights of shares in MultiChoice (including
MultiChoice shares deposited in terms of the American Depositary Share ("ADS") facility) so that the
aggregate voting power of MultiChoice shares that are presumptively owned or held by foreigners to South
Africa (as envisaged in the MultiChoice memorandum of incorporation) will not exceed 20% of the total
voting power in MultiChoice. This is to ensure compliance with certain statutory requirements applicable to
South Africa. For this purpose, MultiChoice will presume in particular that:
- all MultiChoice shares deposited in terms of the MultiChoice ADS facility are owned or held by
foreigners to South Africa, regardless of the actual nationality of the MultiChoice ADS holder; and
- all shareholders with an address outside of South Africa on the register of MultiChoice will be deemed
to be foreigners to South Africa, irrespective of their actual nationality or domicilium, unless such
shareholder can provide proof, to the satisfaction of the MultiChoice board, that it should not be
deemed to be a foreigner to South Africa, as envisaged in article 40.1.3 of the MultiChoice
memorandum of incorporation.
Shareholders are referred to the provisions of the MultiChoice memorandum of incorporation available at
www.MultiChoice.com for further detail. Shareholders are further referred to ruling issued by the Takeover
Regulation Panel on 27 February 2024, which ruling deals with the MultiChoice memorandum of
incorporation. Shareholders can access the ruling on the Company's website at
https://www.investors.multichoice.com/regulatory.php.
If shareholders are in any doubt as to what action to take, they should seek advice from their broker, attorney
or other professional adviser.
Date: 02-05-2024 03:33:00
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