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MULTICHOICE GROUP LIMITED - Dealings in securities by directors of the company and directors of major subsidiary

Release Date: 23/11/2020 16:30
Code(s): MCG     PDF:  
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Dealings in securities by directors of the company and directors of major subsidiary

MULTICHOICE GROUP LIMITED
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG
ISIN: ZAE000265971
(“Multichoice” or “the Company" or “the Group”)

DEALINGS IN SECURITIES BY DIRECTORS OF THE COMPANY AND DIRECTORS OF MAJOR SUBSIDIARY

In terms of paragraph 3.63 – 3.74 of the Listings Requirements of the JSE Limited (“JSE Listings
Requirements”), the following transactions are hereby disclosed.

Director                           :     Calvo Mawela
Company                            :     MultiChoice
Date of transaction                :     20 November 2020
Nature of transaction              :     Off market acceptance of conditional share award made in
                                         terms of the MultiChoice Group Restricted Share Plan Trust.
Class of securities                :     Performance share unit (PSU) and restricted share unit (RSU)
                                         awards in respect of ordinary shares
Number of securities               :     80 820 shares
Price per share                    :     R125.78
Value of transaction               :     R10 165 540
Nature of interest                 :     Direct, beneficial
Clearance obtained                 :     Clearance has been received in terms of paragraph 3.66 of the
                                         JSE Listings Requirements

Director                           :     Tim Jacobs
Company                            :     MultiChoice
Date of transaction                :     20 November 2020
Nature of transaction              :     Off market acceptance of conditional share award made in
                                         terms of the MultiChoice Group Restricted Share Plan Trust.
Class of securities                :     Ordinary shares
Number of securities               :     59 652 shares
Price per share                    :     R 125.78
Value of transaction               :     R 7 503 029
Nature of interest                 :     Direct, beneficial
Clearance obtained                 :     Clearance has been received in terms of paragraph 3.66 of the
                                         JSE Listings Requirements

Director                           :     Gideon Khobane
Company                            :     SuperSport International Holdings Proprietary Limited
                                         (a major subsidiary of MultiChoice)
Date of transaction                :     20 November 2020
Nature of transaction              :     Off market acceptance of conditional share award made in
                                         terms of the MultiChoice Group Restricted Share Plan Trust.
Class of securities                :     Performance share unit (PSU) and restricted share unit (RSU)
                                         awards in respect of ordinary shares
Number of securities               :     25 433 shares
Price per share                    :     R125.78
Value of transaction               :     R3 198 963
Nature of interest                 :     Direct, beneficial
Clearance obtained                 :     Clearance has been received in terms of paragraph 3.66 of the
                                         JSE Listings Requirements

Director                           :     Maarten Koning
Company                            :     MultiChoice Africa Holdings B.V.
                                         (a major subsidiary of MultiChoice)
Date of transaction                :     20 November 2020
Nature of transaction              :     Off market acceptance of conditional share award made in
                                         terms of the MultiChoice Group Restricted Share Plan Trust.
Class of securities                :     Performance share unit (PSU) and restricted share unit (RSU)
                                         awards in respect of ordinary shares
Number of securities               :     14 942 shares
Price per share                    :     R125.78
Value of transaction               :     R 1 879 405
Nature of interest                 :     Direct, beneficial
Clearance obtained                 :     Clearance has been received in terms of paragraph 3.66 of the
                                         JSE Listings Requirements

Director                           :     Maarten Koning
Company                            :     MultiChoice Africa Holdings B.V.
                                         (a major subsidiary of MultiChoice)
Date of transaction                :     20 November 2020
Nature of transaction              :     Off market acceptance of share appreciation rights awarded in
                                         terms of the Irdeto Restricted Share Unit Plan which rights may
                                         be settled in MCG shares on the future vesting dates by Irdeto
                                         Holdings BV, a wholly owned subsidiary of MCG and the
                                         “employer company” in relation to the Irdeto Restricted Share
                                         Unit Plan.
Class of securities                :     Share appreciation rights in respect of ordinary shares
Number of securities               :     4 431 shares
Price per share                    :     US$ 36.67
Value of transaction               :     US$ 162 485
Nature of interest                 :     Direct, beneficial
Clearance obtained                 :     Clearance has been received in terms of paragraph 3.66 of the
                                         JSE Listings Requirements

Director                           :     Tom de Vries
Company                            :     MultiChoice Africa Holdings B.V.
                                         (a major subsidiary of MultiChoice)
Date of transaction                :     20 November 2020
Nature of transaction              :     Off market acceptance of share appreciation rights awarded in
                                         terms of the Irdeto Restricted Share Unit Plan which may be
                                         settled in MCG shares on the future vesting dates by Irdeto
                                         Holdings BV, a wholly owned subsidiary of MCG and the
                                         “employer company” in relation to the Irdeto Restricted Share
                                         Unit Plan.
Class of securities                :     Share appreciation rights in respect of ordinary shares
Number of securities               :     2 543 shares
Price per share                    :     US$ 36.67
Value of transaction               :     US$ 93 252
Nature of interest                 :     Direct, beneficial
Clearance obtained                 :     Clearance has been received in terms of paragraph 3.66 of the
                                         JSE Listings Requirements

The above allocations are split 75% Performance Share units (PSUs), which are linked to specific
performance measures and 25% Restricted Share Units (RSUs) not performance linked. All PSU’s and RSU’s
are subject to employment conditions. PSUs vest after 3 years which is 17 November 2023. RSUs vest 50%
in year 3, which is 17 November 2023 and 50% in year 4 which is 17 November 2024.

Randburg
23 November 2020

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 details. 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: 23-11-2020 04:30:00
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