MULTICHOICE GROUP LIMITED - Publication of offer circular and prospectus for the offer by MCG to acquire up to 20% of PN1 and PN2

Publication of offer circular and prospectus for the offer by MCG to acquire up to 20% of PN1 and PN2

MULTICHOICE GROUP LIMITED
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
(“MultiChoice”, “MCG” or “the Company")

PUBLICATION OF OFFER CIRCULAR AND PROSPECTUS FOR THE OFFER BY MCG TO ACQUIRE UP TO 20%
OF THE ISSUED SHARES IN PHUTHUMA NATHI INVESTMENTS (RF) LIMITED (“PN1”) AND PHUTHUMA
NATHI INVESTMENTS 2 (RF) LIMITED (“PN2”) (COLLECTIVELY “PN”)

1.    Introduction and background

      MultiChoice intends to make an offer (the “MCG Offer”) to shareholders of PN1 and PN2 to
      exchange up to 20% of their shares in PN, which shares are currently listed on the Equity Express
      Securities Exchange (“EESE”) for shares in MCG, listed on the JSE Limited (“JSE”). The purpose of
      the MCG Offer is to provide PN shareholders with an opportunity to gain exposure to all of MCG’s
      assets and not only those held by MultiChoice South Africa, while providing additional liquidity
      through the MCG shares listed on the JSE. This reinforces MCG's commitment to broad, socio-
      economic transformation in South Africa by providing opportunities to historically disadvantaged
      groups and allowing PN shareholders to participate in potential future value creation.

2.    Summary of key terms of the MCG Offer

      The key terms of the MCG Offer are detailed below:
          • The MCG Offer will be available to all PN Shareholders who hold more than 20 PN shares;
          • An exchange ratio of 0.97 MCG shares for every 1 PN share will be applied;
          • The maximum number of shares that will be issued by MCG is 13 095 000 MCG shares;
          • The MCG Offer will be subject to the fulfilment or waiver of certain conditions as detailed
            in the MCG Offer circular;
          • Participation in the MCG Offer is completely voluntary; and
          • The MCG Offer will open at 09:00 on Wednesday, 25 September 2019 and close at 14:00
            on Monday, 28 October 2019 and will be implemented on Tuesday, 29 October 2019.

3.    Publication of the Offer Circular and Prospectus

      The MCG Offer circular and MCG prospectus containing detailed information of the MCG Offer
      will be published on the MCG website (www.multichoice.com) and the PN website
      (www.phuthumanathi.co.za) on Monday, 16 September 2019 and will be posted to PN
      Shareholders on Friday, 20 September 2019.

4.    Timetable and key dates

      Activity                                                                              2019
     
      Publication of the MCG Offer circular and MCG prospectus              Monday, 16 September
      Posting of MCG Offer circular and MCG prospectus                      Friday, 20 September
      Opening of MCG Offer at 09:00 on                                   Wednesday, 25 September
      Separate PN1 and PN2 shareholders’ meeting to vote on
      amendments to the PN MOIs                                               Monday, 21 October
      Closing of MCG Offer at 14:00 on                                        Monday, 28 October
      Listing of additional MCG shares on the JSE and
      implementation of the MCG Offer                                        Tuesday, 29 October


5.    Further announcement

      The final number of PN shares acquired and MCG shares to be issued in consideration of the
      acquisition of the PN shares will be announced following the closing of the MCG Offer.

Randburg
16 September 2019


Financial Advisor and JSE Sponsor to MCG
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal and Tax Advisor to MCG and PN
Webber Wentzel

Auditors
PricewaterhouseCoopers

Independent Advisor and Financial Advisor to PN
Tamela Holdings Proprietary 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: 16/09/2019 03:15:00
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