Wrap Text
Voluntary Operational Update
MULTICHOICE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2018/473845/06)
JSE and A2X Share code: MCG
ISIN: ZAE000265971
("MultiChoice" and "MCG")
VOLUNTARY OPERATIONAL UPDATE
MultiChoice is in the process of preparing its financial results for the year ending 31 March 2025
("FY25") and hereby provides a voluntary operational update in respect of certain aspects of its
business.
Shareholders are referred to the MCG and MultiChoice South Africa ("MCSA") interim financial
results for the period ended 30 September 2024 which were released in November 2024. In those
results it was, inter alia, indicated that:
- MCSA was operating in a challenging consumer environment, which resulted in negative
subscriber growth and limited revenue growth. It was also cautioned that, due to very high
levels of personal indebtedness, it would take time for positive developments, such as lower
interest rates and a stable ZAR against the USD, to result in materially higher disposable
income for South African consumers; and
- MCG was navigating unprecedented external adversities, including macro-economic
headwinds, as well as disrupted power supply and severe currency depreciation in some of
its key markets in the Rest of Africa. The combination of these factors, together with the
increased investment in streaming, resulted in the group reporting depressed interim
financial results.
Since then, the group has continued to experience pressure, as household spending remained
constrained by the ongoing cost-of-living crisis, compounded by elevated inflation and interest rates
in many of its markets. This is likely to impact negatively on performance in FY25. The group has
returned to a positive equity position, but capital preservation remains a key consideration in the
current environment.
While a decision regarding the MCSA dividend will be made by the MCSA Board in June 2025,
Phuthuma Nathi shareholders should be aware that any MCSA FY25 dividend is likely to be
significantly lower than prior years.
The information in this operational and market update is the responsibility of the directors of
MultiChoice and has not been reviewed or reported by MultiChoice's independent external auditors.
Shareholders are advised that this announcement is not a trading statement as per paragraph 3.4(b)
of the JSE Limited Listings Requirements. Detailed annual financial results for FY25 are expected to
be released on SENS on 12 June 2025.
Randburg
28 March 2025
JSE Sponsor to MultiChoice
Merchantec Capital
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 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
control. MultiChoice'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 do not have any obligation to
publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
Date: 28-03-2025 12:55:00
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 
