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General repurchase of shares announcement
MULTICHOICE GROUP LIMITED
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
Share Code: MCG
ISIN: ZAE000265971
(“MCG” and/or “the Company”)
GENERAL REPURCHASE OF SHARES ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that, in accordance with the general authority granted by shareholders
at the Company’s Annual General Meeting (AGM) held on Thursday, 29 August 2019 (“General
Authority”), MultiChoice Treasury Services (Pty) Ltd (MGTS), a wholly owned subsidiary of MCG,
has repurchased 10 100 364 ordinary shares (“Repurchase Shares”) in aggregate, representing
2.30% of the Company's issued share capital at the time the General Authority was granted.
This was executed in 3 tranches as reflected below:
Average
Tranche Dates Shares Amount price per
share
September/October 2019 1,594,315 R187,602,726 R117.67
February 2020 2,965,930 R300,507,028 R101.32
March 2020 5,540,119 R485,466,599 R87.63
Total 10,100,364 R973,576,353 R96.39
The amounts noted above exclude the 5 549 545 ordinary shares held as treasury shares by the
MCG restricted share unit (RSU) trust at the time of the AGM. Following the acquisition of the
Repurchase Shares, the extent of the General Authority outstanding is 77 667 130 shares,
representing 17.70% of the total issued share capital of the Company, at the time the General
Authority was granted.
The Repurchase Shares acquired during October 2019 were undertaken in accordance with a
repurchase programme initiated prior to entering the closed period on 30 September 2019 in
accordance with the Listings Requirements.
2. DETAILS OF THE REPURCHASE
Details of the repurchase are as follows:
Dates of repurchase: Between 11 September 2019 and
19 March 2020
Highest repurchase price per share: R118,00
Lowest repurchase price per share: R73.70
Number of shares repurchased: 10 100 364
Total value of shares repurchased: R973 576 353
Total shares in issue at time general authority granted: 438 837 468
Total shares in issue prior to first repurchase by MGTS: 442 512 678*
Number of treasury shares after repurchase including 15 649 909**
shares held by the RSU trust:
Notes:
* Issued share capital post MCG offer to Phuthuma Nathi shareholders (refer to
announcement released on the Stock Exchange News Service on 30 October 2019).
** 10 100 364 ordinary shares held by MGTS and 5 549 545 ordinary shares held by the
RSU trust.
3. STATEMENT BY THE BOARD
The Board has considered the effect of the repurchase and is of the opinion that, for a period of
12 months following the dates of the repurchases:
- the Company and its subsidiaries (the “Group”) will be able in the ordinary course of business
to pay their debts;
- the assets of the Company and the Group will be in excess of the liabilities of the Company
and the Group. For this purpose, the assets and liabilities were recognised and measured
in accordance with the accounting policies used in the latest audited annual Group financial
statements;
- the share capital and reserves of the Company and the Group will be adequate for ordinary
business purposes;
- the working capital of the Company and the Group will be adequate for ordinary business
purposes; and
- the Company and the Group have passed the solvency and liquidity test and, since the test
was performed, there have been no material changes to the financial position of the
Company and the Group.
4. SOURCE OF FUNDS
The repurchase was funded from MGTS's available cash resources.
5. FINANCIAL INFORMATION
The Company’s cash balances decreased by R977 136 625 as a result of the repurchase by
MGTS.
Interest receivable at rates of approximately 6.4% per annum (pre-tax) will be foregone on the
cash resources used to acquire the Repurchase Shares.
6. COMPLIANCE WITH PARAGRAPH 5.72 OF THE LISTINGS REQUIREMENTS
The repurchase was effected in the open market through the order book operated by the JSE
and done without any prior understanding or arrangement between the Company, MGTS and
the counter parties.
Accordingly, the Company has complied with paragraph 5.72(a) of the Listings Requirements of
the JSE Limited.
Johannesburg
Date: 20 March 2020
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Important notice
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. 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: 20-03-2020 05:05:00
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