Wrap Text
Joint Announcement - Canal+ Mandatory Offer Timetable Update
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.
(Incorporated in the Republic of South (a French société anonyme registered
Africa) with the Registre du Commerce et des
(Registration number: 2018/473845/06) Sociétés in Nanterre, France)
JSE and A2X Share code: MCG (Number 420.624.777)
ISIN: ZAE000265971 ("Canal+")
("MultiChoice" and "MCG")
JOINT ANNOUNCEMENT – CANAL+ MANDATORY OFFER TIMETABLE UPDATE
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 of 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 announcement released by Canal+ and MCG on the Stock Exchange News Service
("SENS") of the JSE Limited ("JSE") and the A2X News Service ("ANS") on 4 March 2025,
recording that MCG and Canal+ had agreed to extend the Long Stop Date for fulfilment of the
Conditions to 8 October 2025.
DATES AND TIMES RELATING TO THE OFFER
On 4 March 2025, MCG and Canal+ announced that they had agreed to extend the Long Stop Date
from 8 April 2025 to 8 October 2025 and were of the view that this would provide ample time for
the fulfilment of the Conditions.
That position remains unchanged.
To ensure shareholders no longer rely on the timetable published in the Combined Circular, and
at the request of the JSE, the Parties wish to make clear that:
- 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 have been
extended; and
- The Parties will, in due course, publish the revised "important dates and times" section of
the Combined Circular.
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
8 April 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: 08-04-2025 12:30:00
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.
Sharenet Sites 
