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Dealings in securities by a director and by directors of major subsidiaries
MULTICHOICE GROUP LIMITED
(formerly MultiChoice Group Proprietary Limited and K2018473845 (South Africa) Proprietary Limited)
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG
ISIN: ZAE000265971
("MultiChoice" and/or "the Company")
DEALINGS IN SECURITIES BY A DIRECTOR AND BY DIRECTORS OF MAJOR SUBSIDIARIES
In compliance with the JSE Limited Listings Requirements, the following information is disclosed in relation
to a director of the Company and directors of major subsidiaries of the Company who are also
shareholders of Phuthuma Nathi Investments (RF) Ltd (PN1) and/or Phuthuma Nathi Investments 2 (RF)
Ltd (PN2) and who have elected to accept the Company’s offer to PN1 and PN2 (collectively PN)
shareholders to exchange a portion of their PN1 and/or PN2 shares for ordinary shares in the Company
(the MCG Offer) as more fully set out in the announcement released on the Stock Exchange News Service
on 30 August 2019:
Director : Nolo Letele
Director of : The Company, MultiChoice South Africa Holdings (Pty)
Ltd, MultiChoice South Africa (Pty) Ltd
Nature of transaction : Off market, acceptance of the MCG Offer to exchange
PN ordinary shares for MultiChoice ordinary shares
which MultiChoice intends to bring to listing on the JSE
by the issue of authorised but unissued share capital
of the Company sufficient to satisfy the MCG Offer
consideration set out in the offer circular to PN
shareholders dated 16 September 2019.
The MCG Offer remains subject to the fulfillment of
the conditions precedent as detailed in the
MultiChoice announcement relating to the MCG Offer
dated 30 August 2019.
Date of acceptance of the MCG Offer : 27 September 2019
Number PN shares exchanged : 1 124 PN1 ordinary shares
90 935 PN2 ordinary shares
Number of MultiChoice shares to be : 88 099 MultiChoice ordinary shares
allocated
Nature of interest : Direct beneficial
Deemed price per share* : R118.74
Deemed transaction value* : R10 460 875.26
Clearance obtained : Clearance has been received in terms of paragraph
3.66 of the JSE Listings Requirements
* Based on closing price of a MultiChoice share on the date of acceptance
Director : Khulu Sibiya
Director of : MultiChoice South Africa Holdings (Pty) Ltd,
MultiChoice South Africa (Pty) Ltd
Nature of transaction : Off market, acceptance of the MCG Offer to exchange
PN ordinary shares for MultiChoice ordinary shares
which MultiChoice intends to bring to listing on the JSE
by the issue of authorised but unissued share capital
of the Company sufficient to satisfy the MCG Offer
consideration set out in the offer circular to PN
shareholders dated 16 September 2019.
The MCG Offer remains subject to the fulfillment of
the conditions precedent as detailed in the
MultiChoice announcement relating to the MCG Offer
dated 30 August 2019.
Date of acceptance of the MCG Offer : 26 September 2019
Number PN shares exchanged : 1 064 PN1 ordinary shares
8 973 PN2 ordinary shares
Number of MultiChoice shares to be : 9 605 MultiChoice ordinary shares
allocated
Nature of interest : Direct beneficial
Deemed price per share* : R118.25
Deemed transaction value* : R1 135 791.25
Clearance obtained : Clearance has been received in terms of paragraph
3.66 of the JSE Listings Requirements
* Based on closing price of a MultiChoice share on the date of acceptance
Director : Salukazi Dakile-Hlongwane
Director of : MultiChoice South Africa Holdings (Pty) Ltd,
MultiChoice South Africa (Pty) Ltd
Nature of transaction : Off market, acceptance of the MCG Offer to exchange
PN ordinary shares for MultiChoice ordinary shares
which MultiChoice intends to bring to listing on the JSE
by the issue of authorised but unissued share capital
of the Company sufficient to satisfy the MCG Offer
consideration set out in the offer circular to PN
shareholders dated 16 September 2019.
The MCG Offer remains subject to the fulfillment of
the conditions precedent as detailed in the
MultiChoice announcement relating to the MCG Offer
dated 30 August 2019.
Date of acceptance of the MCG Offer : 30 September 2019
Number PN shares exchanged : 540 PN1 ordinary shares
Number of MultiChoice shares to be : 516 MultiChoice ordinary shares
allocated
Nature of interest : Direct beneficial
Deemed price per share* : R118.54
Deemed transaction value* : R61 166.64
Clearance obtained : Clearance has been received in terms of paragraph
3.66 of the JSE Listings Requirements
* Based on closing price of a MultiChoice share on the date of acceptance
Randburg
2 October 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank 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: 02/10/2019 01:15:00
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