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Joint Announcement - Competition Commission Issues Positive Recommendation Regarding Proposed Transaction
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")
JOINT ANNOUNCEMENT – COMPETITION COMMISSION ISSUES POSITIVE
RECOMMENDATION REGARDING PROPOSED TRANSACTION
INTRODUCTION
The shareholders of Canal+ and MultiChoice are referred to:
• the combined circular published by Canal+ and MCG dated 4 June 2024
("Combined Circular") setting out the terms and conditions of the mandatory offer by
Canal+ ("Offer") to acquire all the issued ordinary shares of MCG not already owned by
Canal+, excluding treasury shares, from MCG Shareholders for a consideration of
ZAR125.00 per share, payable in cash ("the Proposed Transaction"); and
• the joint announcements related to the Proposed Transaction released subsequently by
Canal+ and MCG on the Stock Exchange News Service of the JSE Limited and the A2X
News Service.
POSITIVE RECOMMENDATION BY THE SOUTH AFRICAN COMPETITION COMMISSION
The parties are pleased to advise shareholders that the South African Competition
Commission ("the Commission") has recommended that the South African Competition
Tribunal ("the Tribunal") approve the Proposed Transaction, subject to conditions relating
to public interest considerations.
The conditions include a package of guaranteed public interest commitments proposed by
the parties. The package supports the participation of firms controlled by Historically
Disadvantaged Persons ("HDPs") and Small, Micro and Medium Enterprises ("SMMEs") in
the audio-visual industry in South Africa. This package will maintain funding for local South
African general entertainment and sport content, providing local content creators with a
strong foundation for future success.
The Proposed Transaction will now be considered by the Tribunal. The approval of the
Tribunal and the fulfilment of the remaining conditions are required for the Proposed
Transaction to become unconditional.
TECHNICAL AMENDMENT IN THE COMBINED CIRCULAR FOLLOWING PREVIOUSLY
ANNOUNCED EXTENSION TO LONG STOP DATE
On 4 March 2025, MCG and Canal+ announced that they had agreed to extend the Long Stop
Date to 8 October 2025. As a consequence to this previously announced extension, the
relevant dates set out in the "important dates and times" section of the Combined Circular
Circular have been updated (to show settlement/delivery timetable if the closing date were
to occur on 8 October 2025) and are, as requested by the JSE, set out for indicative purposes
in Annexure A to this announcement.
Maxime Saada, CEO of Canal+ said:
"We welcome today's recommendation from South Africa's Competition Commission. This
is a major step forward in our ambition to create a global media and entertainment company
with Africa at its heart. We are committed to investing in local content and supporting South
Africa's creative and sports ecosystems. We strongly believe that this transaction is positive
for South Africa, providing consumers with greater choice and Africa with a true
entertainment champion. We look forward to the transaction being concluded in the near
future."
Calvo Mawela, CEO of MultiChoice Group said:
"The recommendation from the Competition Commission is a key step forward towards the
completion of the transaction and a recognition of the strong package of public interest
commitments provided by the parties. We look forward to closing the transaction, not only
for the benefit of shareholders, but also for the viewing public and the multiple industries that
depend on MultiChoice. We will continue to cooperate with all regulatory authorities towards
a timely conclusion of this important process."
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
21 May 2025
JSE Sponsor to MultiChoice
Merchantec Capital
MultiChoice enquiries:
Meloy Horn (Head of Investor Relations)
meloy.horn@multichoice.com
Keabetswe Modimoeng (Group Executive – Regulatory & Corporate Affairs)
Keabetswe.modimoeng@multichoice.com
Legal Advisors to MultiChoice
Webber Wentzel
Advisors to MultiChoice on competition and broadcasting matters
Herbert Smith Freehills and Werksmans
Joint Financial Advisors to MultiChoice
Citigroup Global Markets Limited and Morgan Stanley & Co International plc
Strategic Communications Advisors to MultiChoice
FTI Consulting
Canal+ enquiries:
Alima Levy (Investor Relations)
ir@canal-plus.com
Elvire Charbonnel (Communications)
elvire.charbonnel@canal-plus.com
Timothy Schultz (Brunswick Group)
tschultz@brunswick.co.za / +27 (0) 11 502 7300
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
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:
a. 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
b. 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.
Shareholders are further referred to the ruling issued by the Takeover Regulation Panel on
27 February 2024, which ruling deals with the MultiChoice memorandum of incorporation.
Shareholders can access the ruling on the Company's website at
https://www.investors.multichoice.com/regulatory.php.
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.
Annexure A
As a consequence of the extension of the Long Stop Date to 8 October 2025, the relevant dates set out
in the "important dates and times" section of the Combined Circular are now as follows:
Record date for MultiChoice Shareholders who are eligible to Friday, 24 May 2024
receive the Combined Circular
Posting date of the Combined Circular Tuesday, 4 June 2024
SENS and ANS announcement confirming: (i) posting of the Tuesday, 4 June 2024
Combined Circular; and (ii) publication of the Combined Circular on
the websites of Canal+ and MultiChoice
The Offer opens at 09:00 on the Opening Date Wednesday, 5 June 2024
The Offer becomes wholly unconditional by no later than (subject to Wednesday, 8 October 2025
note 4 in the Combined Circular)
Finalisation date: Offer to be announced as being unconditional in Thursday, 9 October 2025
all respects, subject to receipt of TRP compliance certificate (within
one Business Day after the Offer becomes unconditional in all
respects)
First payment date: payment of Offer Consideration to Offerees who Friday, 17 October 2025
have accepted the Offer by the finalisation date (see note 13 of
Combined Circular)
Last day to trade in MultiChoice Shares in order to participate in the Tuesday, 21 October 2025
Offer (three Business Days prior to the Closing Date)
MultiChoice Shares trade "ex" the Offer (two Business Days prior to Wednesday, 22 October 2025
the Closing Date)
Record Date in order to participate in the Offer at 12:00 on Friday, 24 October 2025
The Offer closes at 12:00 on (Closing Date) Friday, 24 October 2025
Payment of Offer Consideration to Offerees who accept the Offer Monday, 27 October 2025
after the finalisation date, but prior to the Closing Date
Results of the Offer to be released on SENS and the ANS on (first Monday, 27 October 2025
Business Day after the Closing Date)
Results of the Offer to be published in the South African press on Tuesday, 28 October 2025
(second Business Day after the Closing Date)
Date: 21-05-2025 10:25:00
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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