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Finalisation Announcement in Respect of Canal+ Mandatory Offer
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.S.
(Incorporated in the Republic of South (a French société par actions simplifiée,
Africa) registered with the Registre du Commerce
(Registration number: 2018/473845/06) et des Sociétés in Nanterre, France)
JSE and A2X Share code: MCG (Number 420.624.777)
ISIN: ZAE000265971 ("Canal+")
("MultiChoice" and "MCG")
FINALISATION ANNOUNCEMENT IN RESPECT OF CANAL+'S MANDATORY OFFER
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 MCG ("MultiChoice Share") not already owned
by Canal+, excluding treasury shares, from MultiChoice Shareholders for a
consideration of ZAR125.00 per MultiChoice Share, payable in cash (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.
2. THE CANAL+ OFFER BECOMING UNCONDITIONAL
Canal+ and MCG are pleased to announce that as of Friday, 19 September 2025, all the
suspensive conditions to the Canal+ Offer set out in paragraph 4.4 of the Combined
Circular have been fulfilled or waived, as applicable. As a result, the Canal+ Offer has
become unconditional.
Subject to the Takeover Regulation Panel issuing a compliance certificate in respect of
the Canal+ Offer in terms of section 121(b) of the Companies Act, which is expected
imminently, the settlement process in connection with the Offer will now commence,
in accordance with the timetable set out in section 4 below.
3. CANAL+ SHAREHOLDING IN MCG
As of the close of business on 19 September 2025, Canal+ directly owns 200 030 591
(46.0%) of the shares of MCG (excluding treasury shares). In addition, acceptances in
respect of a further 9 767 641 (2.2%) of MCG shares (excluding treasury shares) have
already been tendered to Canal+ in terms of the Canal+ Offer prior to this finalisation
announcement.
Further information regarding the future of MCG following the implementation of the
Canal+ Offer will be provided in a joint announcement to be published immediately after
this announcement.
4. REVISED DATES AND TIMES
The Canal+ Offer will be implemented in accordance with the timetable below:
Finalisation Date Monday, 22 September
2025
First payment date: payment of Offer Consideration to Offerees Wednesday, 1 October
who have accepted the Mandatory Offer by the Finalisation Date 2025
(see notes 12 and 13 of the Combined Circular)
Second payment date: payment of Offer Consideration to Monday, 6 October 2025
Offerees who have accepted the Mandatory Offer by Friday, 26
September 2025 (see notes 12 and 13 of the Combined Circular)
by no later than
Last day to trade in the shares of the Company in order to accept Tuesday, 7 October 2025
the Offer
The shares of the Company trade "ex" the Offer on Wednesday, 8 October
2025
Record date to determine which shareholders of the Company Friday, 10 October 2025
may accept the Offer (Record Date)
The Offer closes at 12:00 on (Closing Date) Friday, 10 October 2025
Results of the Offer announced on SENS and the ANS Monday, 13 October 2025
Third payment date: payment of Offer Consideration to Offerees Monday, 13 October 2025
who have accepted the Mandatory Offer by Friday, 3 October
2025 (see notes 12 and 13 of the Combined Circular) by no later
than
Results of the Offer to be published in the South African press Tuesday, 14 October 2025
on
Final payment date: Offer Consideration credited to Friday, 17 October 2025
dematerialised Offerees who have validly accepted the Offer by
the Closing Date in their accounts with their Intermediaries on
Final payment date: Offer Consideration credited to certificated Friday, 17 October 2025
Offerees who have validly accepted the Offer by the Closing
Date by way of electronic funds transfer on2
Notes:
1
The Offer Consideration due to dematerialised shareholders who have validly accepted the
Mandatory Offer on the Closing Date will be credited to their accounts with their Intermediaries
within a period of five business days after the Closing Date.
2
The Offer Consideration due to certificated shareholders who have validly accepted the Mandatory
Offer on the Closing Date (including by completing the relevant section of the Form of Acceptance
and Transfer (pink)) will be settled by way of electronic funds transfer, within a period of five
business days after the Closing Date.
3
The Company's shares may not be dematerialised or re-materialised between the date on which the
Company's shares trade "ex" the Mandatory Offer and the Record Date, both dates inclusive.
RESPONSIBILITY STATEMENTS
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.
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
22 September 2025
MultiChoice enquiries:
Meloy Horn (Head of Investor Relations)
meloy.horn@multichoice.com
Keabetswe Modimoeng (Group Executive – Regulatory & Corporate Affairs)
Keabetswe.modimoeng@multichoice.com
JSE Sponsor to MultiChoice
Merchantec Capital
Legal Advisors to MultiChoice
Webber Wentzel
Advisors to MultiChoice on competition and broadcasting matters
Werksmans and Herbert Smith Freehills Kramer
Joint Financial Advisors to MultiChoice
Citigroup Global Markets Limited and Morgan Stanley & Co International plc
Canal+ enquiries:
Jack Walker
jwalker@brunswickgroup.com / +44 (0) 207 404 5959
Diana Munro
dmunro@brunswick.co.za / +27 (0) 11 502 7300
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 AN OFFER, THE
TERMS OF WHICH ARE SET OUT IN THE COMBINED CIRCULAR PUBLISHED ON 4 JUNE 2024. THE
OFFER WILL NOT BE MADE, 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 OFFER TO BE MADE OR ACCEPTED, INCLUDING (WITHOUT LIMITATION) AUSTRALIA,
CANADA, JAPAN AND SOUTH KOREA (ANY SUCH JURISDICTION, A "RESTRICTED JURISDICTION"), AND
THE OFFER 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 Offer is 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.
You should be aware that Canal+ and its affiliates or brokers may purchase shares of MultiChoice
otherwise than under the Offer, such as in open market or privately negotiated purchases. Information
about any such purchases or arrangements to purchase that is made public in accordance with South
African law and practice will be available to all investors (including in the United States) via
announcements on the Stock Exchange News Services of the JSE Limited.
The Offer, if consummated, 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 Offer.
Neither the US Securities and Exchange Commission nor any securities commission of any state of the
United States has approved the Offer, passed upon the fairness of the Offer, or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in
the United States.
Date: 22-09-2025 08:00:00
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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