Wrap Text
Update Regarding Implementation of Canal+'s Mandatory Offer, Changes to the Board and Change in Financial Year-End
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
(Registration number: 2018/473845/06) Commerce et des Sociétés in Nanterre,
JSE and A2X Share code: MCG France)
ISIN: ZAE000265971 (Number 420.624.777)
("MultiChoice" and "MCG") ("Canal+")
UPDATE REGARDING IMPLEMENTATION OF CANAL+'S MANDATORY OFFER,
CHANGES TO THE BOARD AND CHANGE IN FINANCIAL YEAR-END
1. INTRODUCTION
The shareholders of MultiChoice ("MultiChoice Shareholders") are referred to:
a) 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;
b) the announcements released on SENS and ANS on 4 August 2025 and
26 August 2025 in connection with the proposed reorganisation of the
MultiChoice South Africa Holding Proprietary Limited group of companies
(the "Reorganisation");
c) the announcement released on SENS and ANS on 15 September 2025
regarding the commencement of the implementation of the Reorganisation;
and
d) the announcement released on SENS and ANS earlier today, on
22 September 2025, regarding the Canal+ Offer becoming unconditional
(the "Finalisation Announcement").
2. VOTING RIGHTS OF FOREIGN SHAREHOLDERS OF MCG
The memorandum of incorporation of MCG contains voting scale-back
provisions which restrict foreign shareholders' ability to exercise voting rights
attached to MCG shares held by them, where this is necessary to comply with
the provisions of section 64 of the Electronic Communications Act, 2005
("ECA") which deal with broadcasting licences.
The Reorganisation has now been completed to fulfil the requirements of the
order of the South African Competition Tribunal and the requirements of all
applicable laws, including the restrictions on foreign ownership and control of
South African broadcasting licensees contained in the ECA.
As a result of the completion of the Reorganisation, MultiChoice Proprietary
Limited (or "LicenceCo"), as the holder of the relevant broadcasting licence,
now has its own shareholders, governance and South African control structure
that adheres to the relevant statutory requirements in the ECA. The voting scale-
back provisions in the memorandum of incorporation of MCG therefore cease
to apply.
The MCG Board has accordingly resolved that all the voting rights attached to
MCG shares held by foreign shareholders, including Canal+, will now be
counted in full on all shareholder resolutions.
3. THE COMBINED GROUP
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 the publication of the Finalisation Announcement. Canal+ is
therefore in effective control of MCG.
All the shares which are still to be tendered into the Canal+ Offer, which is now
unconditional, will further increase Canal+'s shareholding in MCG.
The acquisition of MCG by Canal+ marks the largest transaction ever
undertaken by Canal+, cementing the combined Group's position as a global
media and entertainment company.
The combined Group will serve more than 40 million subscribers across close
to 70 countries in Africa, Europe and Asia, supported by a workforce of
approximately 17,000 employees.
In South Africa, Canal+ and the company have committed to a robust package
of public interest measures. These include supporting firms controlled by
Historically Disadvantaged Persons (HDPs) and Small, Micro and Medium
Enterprises (SMMEs) in the South African audio-visual sector, as well as
maintaining funding for local general entertainment and sports content
produced by South African creators. This underscores the company's
dedication to driving inclusive growth, supporting local industries, and
delivering high-quality content to audiences.
The integration of MCG and Canal+ will now start to take place. Following an in-
depth review, Canal+ intends to inform the market of its detailed plans and
envisaged synergies when it provides a strategic update for the combined
Group during the first quarter of 2026.
For MultiChoice customers, all subscription and billing arrangements will
remain the same.
4. CHANGES TO THE MCG BOARD AND LEADERSHIP TEAM
The MCG Board has made certain changes to its composition and leadership
team to allow for suitable Canal+ representation, while maintaining its
independence. The new MCG Board, which includes a majority of independent
directors, has been constituted to ensure stability through the transition while
seeking to introduce fresh skills and international expertise, and will oversee a
renewed commercial drive in pursuit of sustainable growth.
With effect from the release of the Finalisation Announcement today,
22 September 2025, the MCG Board now consists of the following members:
Director Capacity
Maxime Saada (Chair) executive
Elias Masilela (Lead Independent Director) independent non-executive
David Mignot (Chief Executive Officer) executive
Nicolas Dandoy (Chief Financial Officer) executive
Kgomotso Moroka independent non-executive
Louisa Stephens independent non-executive
Deborah Klein independent non-executive
James du Preez independent non-executive
Jacques du Puy executive
A majority of the new MCG Board (Mr Masilela, Adv Moroka, Ms Stephens, Ms
Klein and Mr du Preez) served as independent non-executive directors of MCG
previously, and will continue to serve as independent non-executive directors.
The new directors (Mr Saada, Mr Mignot, Mr Dandoy and Mr du Puy) were
appointed by the MCG board, in accordance with the memorandum of
incorporation of MCG, with effect from the release of the Finalisation
Announcement today, 22 September 2025.
The remaining members of the previous MCG Board (Calvo Mawela, Timothy
Jacobs, Christine Sabwa, Dr Fatai Sanusi and Andrea Zappia) resigned from the
MCG Board with effect from the release of the Finalisation Announcement
today, 22 September 2025. Canal+ and MCG express their deep appreciation
for the vital role they played in building the company and for their leadership,
alongside the rest of the Board, in securing this transformative transaction.
Going forward, David Mignot and Nicolas Dandoy will respectively be CEO and
CFO of the Canal+ African operations, which includes MCG. These operations
across the African continent will be chaired by Calvo Mawela, the outgoing CEO
of MCG. The outgoing CFO of MCG, Timothy Jacobs, will continue to hold a
senior position in the finance department of the combined Group.
In addition, a general meeting of MCG shareholders will be convened in the
coming weeks to vote on proposals to elect Mr Anant Singh (Independent Non-
Executive Director), Ms Amandine Ferre (Executive Director) and Ms Mireille
Kabamba (Non-Executive Director) as new directors of MCG, and for
shareholders to confirm the appointment of the other new directors referred to
above.
Maxime Saada, CEO of CANAL+ said: "Today marks an important step forward for CANAL+,
as we begin to integrate MultiChoice to create a group with enhanced scale, reach and
creativity.
Our combined company is unique, a true global media and entertainment powerhouse, serving
more than 40 million subscribers across close to 70 countries. This combination increases our
ability to invest in creative and sporting content throughout Europe, Africa and Asia. We will be
able to leverage the diverse talent which sits throughout the group to bring to life compelling
local and international stories, both from our in-house production studio STUDIOCANAL and
global platforms, and the best national and global sports, all on a world leading platform.
As we step forward together, I am pleased we have delivered on a key part of the strategy we
set out as we became a listed company in our own right last year, strengthening our position in
the highest-growth payTV markets in the world - Africa-, while continuing to deepen our leading
position in Europe.
I want to thank the teams at CANAL+ and MultiChoice who have made this transaction a reality.
We will now begin to integrate MultiChoice, delivering greater value for all stakeholders. I look
forward to providing the market with a more detailed update on the strategy of our combined
group during the first quarter of next year."
Calvo Mawela, Chair, CANAL+ Africa said: "Today we are starting an exciting new journey,
one that will bring fresh opportunities for growth and success for our company and the entire
African media industry. Over the past three decades we've built something special – grounded
in innovation, resilience and a shared commitment to bring great content to our audiences.
Going forward, this commitment remains unchanged to our audiences everywhere.
The new combined leadership team brings a strong vision and deep expertise to the whole
CANAL+ Africa business, which will take the group to greater heights. Through our combined
scale, shared strengths and expanded capabilities, we are set to deliver more value to our
customers, great entertainment for our audiences and ongoing support to the communities we
serve."
David Mignot, CEO, CANAL+ Africa said: "As a combined company, we are building on strong
foundations to create a media and entertainment powerhouse to serve African consumers. I
am proud to lead Canal+'s operations across the continent, including our operations in South
Africa. Canal+ and MultiChoice have both been pioneers, and we are now uniting our cultures
of excellence, creativity, technology, and storytelling to create something unique. Together,
we will harness digital innovation, from streaming and mobile platforms to advanced
distribution, to expand access, enhance experiences, and bring compelling programming to
more homes, while giving Africa a stronger voice on the world stage."
5. CHANGE IN FINANCIAL YEAR-END
To align with Canal+'s financial year-end, which is currently 31 December,
MultiChoice and its subsidiaries will be changing their financial year-end from
31 March to 31 December.
In compliance with paragraphs 3.15 and 3.16 of the JSE Listings Requirements,
MultiChoice will endeavour to:
• publish interim results for the six months ending 30 September 2025
within three months thereafter;
• publish audited results for the nine months ending 31 December 2025
within three months thereafter; and
• issue and distribute an integrated annual report and notice of annual
general meeting (with audited financial statements for the nine months
ending 31 December 2025) within four months thereafter.
Following the change in financial year-end, MultiChoice's distribution periods
will be for the 6-month periods ending 30 June and 31 December.
6. REVISED DATES AND TIMES
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 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 2025
Date (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 Tuesday, 7 October 2025
accept 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 Monday, 13 October 2025
Offerees 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 1
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.
FORWARD-LOOKING STATEMENTS
This announcement may contain "forward-looking statements". Forward-looking statements
can be identified by words like "may," "will," "likely," "should," "expect," "anticipate," "future,"
"plan," "believe," "intend," "goal," "seek," "estimate," "project," "continue" and similar
expressions. Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs, expectations and
assumptions regarding the future of MultiChoice's and Canal+'s business, future plans and
strategies, projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to predict and
many of which are outside of MultiChoice's and Canal+'s control. MultiChoice's and Canal+'s
actual results and financial condition may differ materially from those indicated in the forward-
looking statements. Therefore, you should not rely on any of these forward-looking statements.
The forward-looking statements included in this announcement are made only as of the date
of this announcement, and except as otherwise required by law, MultiChoice and Canal+ do
not have any obligation to publicly update or revise any forward-looking statements to reflect
subsequent events or circumstances.
Date: 22-09-2025 08:18:00
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