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Results of the Mandatory Offer to MultiChoice Group Limited Shareholders
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.S.
(Incorporated in the Republic of South (a French société par actions simplifiée,
Africa) registered with the Registre du
(Registration number: 2018/473845/06) Commerce et des Sociétés in Nanterre,
JSE and A2X Share code: MCG France)
ISIN: ZAE000265971 (Number 420.624.777)
("MultiChoice" and "MCG") ("CANAL+")
RESULTS OF THE MANDATORY OFFER TO MULTICHOICE GROUP LIMITED
SHAREHOLDERS
1. INTRODUCTION
The shareholders of MultiChoice ("MultiChoice Shareholders") are referred to
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+ to acquire all the issued ordinary shares of MCG
("MultiChoice Shares") not already owned by CANAL+, excluding treasury
shares, from MultiChoice Shareholders for a consideration of ZAR125.00 per
MultiChoice Share, payable in cash (the "CANAL+ Offer"), and all prior
announcements relating to the CANAL+ Offer, including the announcement
released on SENS and ANS on 22 September 2025 regarding the CANAL+ Offer
becoming unconditional (the "Finalisation Announcement").
Terms in the Combined Circular shall, where used in this announcement, have
the same meaning as those ascribed to them in the Combined Circular.
Shareholders were informed in the Finalisation Announcement that the
implementation of the CANAL+ Offer was subject to the Takeover Regulation
Panel issuing a compliance certificate in terms of section 121(b) of the
Companies Act, 71 of 2008 (the "Companies Act"). Shareholders are hereby
informed that the compliance certificate was received by CANAL+ from the
Takeover Regulation Panel on 22 September 2025.
2. RESULTS OF THE CANAL+ OFFER
The CANAL+ Offer closed at 12:00 on Friday, 10 October 2025, with outstanding
success and was accepted by MultiChoice Shareholders holding 217,659,343
MultiChoice Shares (which is approximately 92.54% of the Offer Shares).
Together with the MultiChoice Shares that were already held by CANAL+ prior to
the CANAL+ Offer, these acceptances will result in CANAL+ holding
approximately 94.39% of MultiChoice's total issued ordinary shares in
aggregate.
As the CANAL+ Offer has been accepted by MultiChoice Shareholders holding
more than 90% of the Offer Shares, CANAL+ is pleased to announce that it
intends to invoke the provisions of section 124(1) of the Companies Act to
compulsorily acquire all of the MultiChoice Shares not already held by it, at the
Offer Consideration described in the Combined Circular (hereinafter referred to
as the "Squeeze-Out").
Upon the exercise of the Squeeze-Out, MCG will become a wholly-owned
subsidiary of CANAL+ and application will be made for the termination of the
listing of MultiChoice Shares on the JSE in terms of paragraph 1.17(a) of the JSE
Listings Requirements, subject to the approval of the South African Reserve
Bank. CANAL+ will publish an announcement in relation to the foregoing in due
course. Once such notice is given, the MultiChoice Shares will be suspended
from trading on the JSE and the notice will contain further details in that regard.
In accordance with the commitment made by CANAL+ as part of the approval
of the CANAL+ Offer by the South African competition authorities, CANAL+,
listed in London, will, subject to obtaining all regulatory approvals, undertake a
secondary inward listing on the JSE by way of introduction (using the fast-track
listing procedure). A secondary inward listing will preserve South African
investor access and market liquidity, allowing local investors to hold shares in a
leading global media and entertainment company on the JSE. It will broaden the
investor base of CANAL+, reinforce the company's long-term commitment to
South Africa and Africa's creative economy, and support continued institutional
exposure to the media sector.
The acquisition of MCG by CANAL+ marks the largest transaction ever
undertaken by CANAL+, cementing the combined group's position as a global
media and entertainment company.
The combined Group will serve more than 40 million subscribers across close
to 70 countries in Africa, Europe and Asia, supported by a workforce of
approximately 17,000 employees.
CANAL+ is proud to stand by the commitments it made during the transaction
process and remains steadfast in its belief that having a secondary listing in
South Africa is important given the role the combined group now plays in South
Africa and across the African continent.
The integration of MCG and CANAL+ has now started to take place.
Maxime Saada, CEO of CANAL+ said: "We are pleased with the overwhelming
success of the offer. Following this outcome, we will be moving ahead with a
squeeze-out of MultiChoice shareholders and a subsequent secondary inward
listing of CANAL+ in Johannesburg, in addition to our primary listing in London.
We were clear the day we launched the acquisition of MultiChoice that this was
a commitment we wanted to make. Given the important role CANAL+ will now
play in South Africa and across the African continent, I believe it to be critically
important that domestic investors have the ability to have exposure to a leading
media and entertainment company on the Johannesburg Stock Exchange while
investors continue to get access to CANAL+ through the London Stock
Exchange."
3. RESPONSIBILITY STATEMENTS
The board of directors 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
13 October 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
Legal Advisors to MultiChoice
Webber Wentzel
Advisors to MultiChoice on competition and broadcasting matters
Werksmans and Herbert Smith Freehills Kramer
Joint Financial Advisors to MultiChoice
Citigroup Global Markets Limited and Morgan Stanley & Co International plc
CANAL+ enquiries:
Jack Walker
jwalker@brunswickgroup.com / +1 (212) 333-3810
Diana Munro
dmunro@brunswick.co.za / +27 (0) 11 502 7300
Alima Levy
ir@canal-plus.com
Hala Saab
Hala.saab@canal-plus.com
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
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: 13-10-2025 08:00:00
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,
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