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Joint Announcement - Extension of Long Stop Date
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.
(Incorporated in the Republic of South (a French société anonyme registered with
Africa) the Registre du Commerce et des Sociétés
(Registration number: 2018/473845/06) in Nanterre, France)
JSE and A2X Share code: MCG (Number 420.624.777)
ISIN: ZAE000265971 ("Canal+")
("MultiChoice" and "MCG")
JOINT ANNOUNCEMENT – EXTENSION OF LONG STOP DATE
INTRODUCTION
The shareholders of Canal+ and holders of MultiChoice ordinary shares
("MCG Shareholders") 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; and
• the joint announcements released by Canal+ and MCG on the Stock Exchange News
Service of the JSE Limited and the A2X News Service on (i) 30 September 2024, recording
that the parties had made a joint merger control filing pertaining to the Offer to the
Competition Commission and were engaging with the Independent Communications
Authority of South Africa and other regulatory authorities; and (ii) 4 February 2025,
recording that the parties have discussed and agreed on the intended post-transaction
structure of MultiChoice and further recording that the Board of Directors of Phuthuma
Nathi has given in-principle support for the transaction, subject to review and
consideration of the formal proposals in accordance with the relevant regulations ("Joint
Announcements").
Unless otherwise indicated, capitalised words and expressions in this announcement have
the meanings ascribed to them in the Combined Circular.
EXTENSION OF LONG STOP DATE
The process of obtaining merger control clearance from the South African competition
authorities and the relevant regulatory processes are ongoing. These will not be complete
by the Long Stop Date of 8 April 2025, which is the date on which all the Conditions for the
implementation of the Offer must be fulfilled or waived.
Accordingly, in accordance with the terms of the Offer as contained in the Combined
Circular, and after consultation with the TRP, Canal+ has extended the Long Stop Date for
the fulfilment of the Conditions to 8 October 2025. MultiChoice and Canal+ are of the view
that this provides ample time for the fulfilment of the Conditions. Save for the extension of
the Long Stop Date, the terms of the Offer remain unchanged.
Maxime Saada, CEO of Canal+ said:
"Our decision to extend the Long Stop Date reflects our recognition of the hard work and
positive progress achieved by all the parties and stakeholders in working toward securing the
necessary clearances for this transformative transaction. The timing of this transaction is
critical and we will continue working tirelessly to ensure finalisation of the transaction within
this timeframe to ensures it retains its intended value and impact for all stakeholders."
Calvo Mawela, CEO of MultiChoice Group said:
"The teams continue to make great progress on this transaction. We remain committed to
concluding a successful transaction that will create positive value for our customers, our
shareholders and all other stakeholders in our ecosystem."
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
4 March 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
Joint Legal Advisors to MultiChoice
Webber Wentzel and DLA Piper
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:
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.
Date: 04-03-2025 09:00:00
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