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Notice of Compulsory Acquisition by Canal+ of all Remaining Shares in MultiChoice in terms of S124(1) of the Act
GROUPE CANAL+ S.A.S.
(a French société par actions simplifiée,
registered with the Registre du Commerce
et des Sociétés in Nanterre, France)
(Number 420.624.777)
("CANAL+")
NOTICE OF COMPULSORY ACQUISITION BY CANAL+ OF ALL THE REMAINING SHARES IN
MULTICHOICE GROUP LIMITED ("MULTICHOICE") IN TERMS OF SECTION 124(1) OF THE
COMPANIES ACT, 2008
1. INTRODUCTION
The shareholders of MultiChoice ("MultiChoice Shareholders") are referred to the
combined circular published by CANAL+ and MultiChoice dated 4 June 2024
("Combined Circular") setting out the terms and conditions of the mandatory offer by
CANAL+ to acquire all the issued ordinary shares of MultiChoice ("MultiChoice
Shares") not already owned by CANAL+, excluding treasury shares, from MultiChoice
Shareholders (the "CANAL+ Offer"). Terms in the Combined Circular shall, where used
in this announcement, have the same meaning as those ascribed to them in the
Combined Circular.
MultiChoice Shareholders are also referred to the joint announcement published by
CANAL+ and MultiChoice on 13 October 2025, and in particular to paragraph 2 thereof,
in which CANAL+ confirmed that the CANAL+ Offer was accepted by MultiChoice
Shareholders holding more than 90% of the Offer Shares and that CANAL+ accordingly
intends to invoke the provisions of section 124(1) of the Companies Act to compulsorily
acquire all of the MultiChoice Shares not already held by it. CANAL+ currently holds
94.39% of MultiChoice's issued ordinary shares.
The purpose of this document is to give the relevant statutory notice to MultiChoice
Shareholders in terms of section 124(1) of the Companies Act and to give MultiChoice
Shareholders further information in relation to such compulsory acquisition.
2. NOTICE TO INVOKE SECTION 124(1) OF THE COMPANIES ACT
As the CANAL+ Offer has been accepted by MultiChoice Shareholders holding more
than 90% of MultiChoice Shares (excluding any MultiChoice Shares held before the
CANAL+ Offer by CANAL+, a related or inter-related person, or persons acting in concert
with, or a nominee or subsidiary of, any such person or persons), CANAL+ wishes to
invoke the provisions of section 124(1)(a) of the Companies Act in order to compulsorily
acquire all MultiChoice Shares, excluding treasury shares, in respect of which the
CANAL+ Offer has not been accepted ("Remaining MultiChoice Shares") from those
MultiChoice Shareholders who did not accept the CANAL+ Offer ("Remaining
MultiChoice Shareholders").
Accordingly, notice is hereby given to the Remaining MultiChoice Shareholders that
CANAL+ will acquire all of the Remaining MultiChoice Shares in terms of section 124(1)
of the Companies Act, at the Offer Consideration and on the same terms and conditions
as the CANAL+ Offer ("Notice"). The full Notice will also be posted to the Remaining
MultiChoice Shareholders today, Friday 24 October 2025.
The Remaining MultiChoice Shareholders are reminded of their rights to apply to a court
of competent jurisdiction within 30 business days after receiving the Notice in terms of
section 124(2) of the Companies Act ("Section 124(2) Rights").
CANAL+ will be entitled and bound to compulsorily acquire from each Remaining
MultiChoice Shareholder, all of their Remaining MultiChoice Shares in accordance with
the provisions of section 124 of the Companies Act at the Offer Consideration and on
the same terms and conditions as the CANAL+ Offer:
• six weeks after the date of the Notice, if no Remaining MultiChoice Shareholders
exercise their Section 124(2) Rights; or
• if any process in terms of such Section 124(2) Rights is pending, after such
process has been disposed of.
3. SUSPENSION AND TERMINATION OF JSE AND A2X LISTINGS
The MultiChoice Shares will be suspended from trading on the JSE and A2X with effect
from the commencement of trade on Monday, 27 October 2025. It is expected that the
date upon which MultiChoice Shares will be delisted from the JSE and A2X will be
Wednesday, 10 December 2025, subject to the approval of (i) the JSE in terms of section
1.17(a) of the JSE Listings Requirements, (ii) the A2X in accordance with the A2X Listings
Requirements and (iii) the Financial Surveillance Department of the South African
Reserve Bank in accordance with section 16.26(h) of the JSE Listings Requirements.
4. SALIENT DATES AND TIMES
The salient dates and times for the compulsory acquisition are set out below:
2025
Record date for receipt of the Notice given in terms of section 124 of the Friday,17 October
Companies Act
Notice given in terms of section 124 of the Companies Act and published on SENS Friday, 24 October
and the A2X News Service by 11:00
Last day to trade in MultiChoice Shares on the JSE and the A2X Friday, 24 October
Listing of MultiChoice Shares suspended on the JSE and the A2X with effect from Monday, 27 October
the commencement of trade on
Record date to be recorded in the Register as a Remaining MultiChoice Wednesday, 29 October
Shareholder
Last day to exercise Section 124(2) Rights Friday, 5 December
Compulsory acquisition of the Remaining MultiChoice Shares held by the Friday, 5 December
Remaining MultiChoice Shareholders in accordance with section 124(5) of the
Companies Act, at the commencement of business on
Date of payment of the Offer Consideration to MultiChoice on behalf of the Friday, 5 December
Remaining MultiChoice Shareholders. Unclaimed Offer Consideration to be held
in trust subject to the provisions of section 124(8) of the Companies Act and to be
paid on demand
Termination of listing of MultiChoice Shares on the JSE and A2X from the Wednesday,
commencement of trade on 10 December
RESPONSIBILITY STATEMENT
The directors of CANAL+ accept responsibility for the information contained in this
announcement, to the extent that it relates to CANAL+, 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
24 October 2025
CANAL+ enquiries:
Jack Walker
jwalker@brunswickgroup.com / +1 (212) 333-3810
Diana Munro
dmunro@brunswick.co.za / +27 (0) 11 502 7300
Alima Levy
ir@canal-plus.com
Hala Saab
Hala.saab@canal-plus.com
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
If shareholders are in any doubt as to what action to take, they should seek advice from their broker,
attorney or other professional adviser.
THIS ANNOUNCEMENT IS NOT AN OFFER. IT IS AN ANNOUNCEMENT RELATING TO A COMPULSORY
ACQUISITION OF SHARES FOLLOWING THE CONCLUSION OF AN OFFER, THE TERMS OF WHICH ARE
SET OUT IN THE COMBINED CIRCULAR PUBLISHED ON 4 JUNE 2024. THE CANAL+ OFFER HAS NOT
BEEN MADE, AND THIS NOTICE IS NOT DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY
USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
TELEPHONICALLY OR ELECTRONICALLY) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITY OF THE NATIONAL SECURITIES EXCHANGES OF ANY JURISDICTION IN WHICH IT IS ILLEGAL
OR OTHERWISE UNLAWFUL FOR THE CANAL+ OFFER TO BE MADE OR ACCEPTED, INCLUDING
(WITHOUT LIMITATION) AUSTRALIA, CANADA, JAPAN AND SOUTH KOREA (ANY SUCH JURISDICTION, A
"RESTRICTED JURISDICTION"), AND THE CANAL+ OFFER COULD NOT AND CANNOT BE ACCEPTED BY
ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN A RESTRICTED
JURISDICTION. ACCORDINGLY, NEITHER COPIES OF THE COMBINED CIRCULAR NOR ANY RELATED
DOCUMENTATION ARE BEING OR MAY BE MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR INTO
OR FROM A RESTRICTED JURISDICTION, AND IF RECEIVED IN ANY RESTRICTED JURISDICTION, THE
COMBINED CIRCULAR SHOULD BE TREATED AS BEING RECEIVED FOR INFORMATION PURPOSES
ONLY.
IMPORTANT INFORMATION FOR US SHAREHOLDERS
This announcement is made in connection with an offer to acquire shares of MultiChoice, a South
African company, and is being made in the United States in reliance on the exemption, known as the
"Tier I" exemption, from Regulation 14E and the US tender offer rules provided by Rule 14d-1(c) under
the US Securities Exchange Act of 1934, as amended (Exchange Act). The CANAL+ Offer and this Notice
are subject to South African disclosure and procedural requirements, rules and practices that are
different from those of the United States. The financial information included in this announcement, if
any, has been prepared in accordance with foreign accounting standards that may not be comparable
to the financial statements of US companies.
It may be difficult to enforce any rights and any claim under the US federal securities laws against
MultiChoice and/or CANAL+, since each of MultiChoice and CANAL+ are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. You
may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the
US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject
themselves to a US court's judgement.
The CANAL+ Offer and compulsory acquisition of shares contemplated in this Notice may have
consequences under US federal income tax and applicable US state and local, as well as non-US, tax
laws for MultiChoice Shareholders. Each MultiChoice Shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of the CANAL+ Offer and compulsory
acquisition.
Neither the US Securities and Exchange Commission nor any securities commission of any state of the
United States has approved the CANAL+ Offer or compulsory acquisition, passed upon the fairness of
the CANAL+ Offer or compulsory acquisition, or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal offence in the United States.
Date: 24-10-2025 11:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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