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Joint announcement – Mandatory offer by Canal+ to MultiChoice shareholders – update on progress
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.
(Incorporated in the Republic of South Africa) (a French société anonyme registered with
(Registration number: 2018/473845/06) the Registre du Commerce et des Sociétés in
JSE and A2X Share code: MCG Nanterre, France)
ISIN: ZAE000265971 (Number 420.624.777)
("MultiChoice") ("Canal+")
JOINT ANNOUNCEMENT – MANDATORY OFFER BY CANAL+ TO MULTICHOICE
SHAREHOLDERS – UPDATE ON PROGRESS
1. INTRODUCTION
1.1 The holders of MultiChoice ordinary shares ("MultiChoice Shareholders") are
referred to:
1.1.1 the joint firm intention announcement released by Canal+ and MultiChoice on
the Stock Exchange News Service of the JSE Limited and the A2X News
Service on 8 April 2024; and
1.1.2 the combined circular published by Canal+ and MultiChoice 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 MultiChoice not already owned by Canal+, excluding treasury
shares, from MultiChoice Shareholders for a consideration of ZAR125.00 per
share, payable in cash.
1.2 The purpose of this announcement is to provide MultiChoice Shareholders with an
update on the progress of the Offer.
2. MERGER CONTROL FILING SUBMITTED
2.1 Shareholders are hereby advised that Canal+ and MultiChoice have today, 30
September 2024, made a joint merger control filing pertaining to the Offer to the
Competition Commission as required by the Competition Act, No. 89 of 1998 ("the
filing"). Canal+ and MultiChoice are also engaging with the Independent
Communications Authority of South Africa ("ICASA") and other regulatory
authorities.
2.2 In terms of the Competition Act, the transaction is classified as a "large merger",
which requires approval by the Competition Tribunal. Accordingly, the Competition
Commission will consider the filing and refer its recommendations to the Competition
Tribunal.
2.3 Given the regulatory processes underway, Canal+ and MultiChoice will provide
MultiChoice Shareholders with further updates and details in due course.
2.4 The terms and conditions of the Offer as contained in the Combined Circular remain
unchanged.
3. RESPONSIBILITY STATEMENTS
3.1 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.
3.2 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
30 September 2024
JSE Sponsor to MultiChoice
Rand Merchant Bank (a division of FirstRand Bank Limited)
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
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:
- 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.
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 contains "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: 30-09-2024 03:36:00
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