Wrap Text
Funding of Showmax
MULTICHOICE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
("MultiChoice")
FUNDING OF SHOWMAX
Shareholders are referred to the announcements made on 2 March 2023 and 1 February 2024 wherein
shareholders were advised that:
- MultiChoice had entered into an agreement with Comcast Corporation's (Comcast) subsidiary
NBCUniversal Media, LLC (NBCU) and Sky to form a partnership for purposes of driving Showmax
to become the leading streaming service in Africa.
- Comcast, through its subsidiary NBCU, acquired a 30% equity stake in Showmax Africa Holdings
Limited (SMAH), and provides ongoing support through the licensing of both its Peacock platform
and content from NBCU, Universal Pictures, Peacock and Sky.
- MultiChoice, through its wholly owned subsidiary, MultiChoice Group Holdings B.V (MGHBV), and
Comcast, through NBCU, are providing funding to SMAH (only as and when the board of SMAH so
determines) during its investment phase. This is contributed in proportion to their respective
shareholdings and they will share in profits on the same basis in future.
- Equity funding is provided as required (either monthly or at other intervals) depending on SMAH's
working capital requirements and near-term budget (as determined by the SMAH board) subject
to a maximum capped amount.
- As at 31 March 2024 MGHBV and NBCU provided, in the aggregate, USD 120 million in equity
funding to SMAH, each in proportion of their respective shareholdings.
In accordance with paragraph 9.15 of the JSE Limited Listings Requirements, shareholders are advised
that:
a. Since 1 April 2024 until the date of this announcement, MGHBV and NBCU provided, in the
aggregate, USD164 million in equity funding to SMAH, each in proportion of their respective
shareholdings.
b. Financial performance relating to SMAH was disclosed in MultiChoice's year end results and
financial statements released on SENS on 12 June 2024. Further, it is noted that the business is
consolidated into the financials in the normal course.
In accordance with paragraph 9.11 of the JSE Limited Listings Requirements, the aggregated equity
funding provided since 1 April 2024 to date has resulted in a category 2 transaction, requiring the release
of this announcement by MultiChoice.
Randburg
26 September 2024
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. Shareholders are further referred to 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.
Date: 26-09-2024 07:30:00
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