Canal+ SA
4 February 2025
4
February 2025
Canal+ SA
(the
"Company")
UPDATE ON CANAL+ MANDATORY
OFFER
The Company announces that it,
together with MultiChoice Group Limited ("MultiChoice"), has today released a
joint announcement on the Stock Exchange News Service, being
the regulatory news service provided by the Johannesburg Stock
Exchange ("JSE"), the JSE
being the exchange on which MultiChoice is listed.
The joint announcement provided as
follows:
•
Canal+ and MultiChoice announce
step forward in transaction process with proposed
structure
•
South African broadcasting
licensed entity to be majority owned by Historically Disadvantaged
Persons (HDPs), including Phuthuma Nathi, Identity Partners Itai
Consortium and Afrifund Consortium
•
Workers Trust to be established
to benefit employees
•
Phuthuma Nathi Board of Directors
has provided in-principle support for the transaction, which will
be assessed by the Phuthuma Nathi Independent
Board
MULTICHOICE GROUP LIMITED (Incorporated in the Republic of
South Africa)
(Registration number: 2018/473845/06) JSE and A2X Share code:
MCG
ISIN: ZAE000265971
("MultiChoice") GROUPE CANAL+
S.A.
(a
French société anonyme registered with the Registre du Commerce et
des Sociétés in Nanterre, France)
(Number 420.624.777)
("Canal+")
JOINT ANNOUNCEMENT - PROGRESS UPDATE ON CANAL+ MANDATORY
OFFER
INTRODUCTION
The shareholders of Canal+ and holders of MultiChoice ordinary
shares ("MCG Shareholders") are referred to:
•
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
•
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 of the JSE
Limited and the A2X News Service on 30 September 2024, recording
that the parties had made a joint merger control filing pertaining
to the Offer to the Competition Commission and were engaging with
the Independent Communications Authority of South
Africa.
The purpose of this announcement is to provide Canal+ and
MultiChoice Shareholders with an update on the progress of the
Offer.
POST-TRANSACTION STRUCTURE
The Combined Circular stated that: "In light of the duty on
Canal+ to make a mandatory offer for the MultiChoice Shares, Canal+
and MultiChoice are in the process of assessing and finalising
suitable structuring options and potential transactions, which may
be undertaken by the MultiChoice Group on or shortly before the
Closing Date to ensure compliance with the applicable limitations
on foreign control while also maintaining MultiChoice's Broad-Based
Black Economic Empowerment (BBBEE) credentials."
Canal+ and MultiChoice are pleased to inform shareholders that
they have concluded their discussions regarding their intended
post-transaction structure of MultiChoice.
Canal+ and MultiChoice have engaged with the Board of
Directors of Phuthuma Nathi, which has given in-principle support
for the transaction. An Independent Board of Phuthuma Nathi will be
constituted to review and consider the necessary formal proposals
in accordance with the relevant regulations.
These developments mark further important steps forward in the
transaction process.
The key features of the intended post-transaction structure
will be as follows:
•
The MultiChoice Group will be restructured so that the current
holder of the broadcasting licence in South Africa and the entity
which contracts with South African subscribers, MultiChoice (Pty)
Ltd ("Licence Co"), will be carved out of the MultiChoice Group and
will become an independent entity. The remainder of the group's
video entertainment assets will remain part of the MultiChoice
Group.
•
LicenceCo will continue to hold the subscription broadcasting
licence in South Africa. It will continue to contract with
MultiChoice's South African subscribers.
•
LicenceCo will be majority owned by Historically Disadvantaged
Persons (HDPs):
a. Phuthuma
Nathi, which will ultimately hold a 27% economic interest in
LicenceCo;
b. two well
established black owned and managed companies, Identity Partners
Itai Consortium and Afrifund Consortium, whose highly experienced
leaders bring with them great commercial and industry knowledge;
and
c. a Workers'
Trust (ESOP).
•
MultiChoice Group's shareholding in LicenceCo will ultimately give
it a 49% economic interest and 20% share of voting
rights.
•
MultiChoice Group will also retain its existing 75% direct interest
in MultiChoice South Africa, which will exclude LicenceCo.
Phuthuma Nathi will similarly retain its existing 25%
interest in MultiChoice South Africa.
•
LicenceCo will enter into various commercial agreements with
MultiChoice Group subsidiaries in relation to the services
currently provided to LicenceCo by other MultiChoice Group
entities. These relate to, among other things, the provision of
content, technology, subscriber management and support and other
functions.
•
The transaction will not lead to any disruption for LicenceCo's
South African viewers, who will continue to access its services as
normal. In time those subscribers will benefit from the additional
content and technology investments envisaged by the MultiChoice
Group, in its capacity as supplier to LicenceCo.
Canal+ and MultiChoice are confident that the envisaged
structure meets the requirements of all applicable laws, including
the restrictions on foreign ownership and control of broadcasting
licences contained in the Electronic Communications Act,
2005.
REGULATORY PROCESSES
The LicenceCo structure described above was submitted to the
South African Competition Commission as part of the filings made on
30 September 2024 and is being considered by the Commission. It
will, along with the attendant shareholder transactions, be
finalised in due course upon receiving the necessary approval of
the relevant authorities.
The transaction remains subject to regulatory review across
numerous jurisdictions, including South Africa. It will also be
assessed by the Independent Board of Phuthuma Nathi, following the
in-principle support given by the Phuthuma Nathi Board to the
proposed transaction.
Maxime Saada, CEO of Canal+ said:
"This transaction is an opportunity to create a unique global
media company, with a strong presence across Africa, with the
scale, expertise and creativity to compete and partner with the
largest players within the media sector and
beyond.
I
am confident that the contemplated post-transaction structure will
comply with South Africa's laws and regulations. Canal+ has placed
Broad-Based Black Economic Empowerment at the heart of the
transaction and is delighted to welcome in this potential
structure, alongside Phuthuma Nathi, new sound HDP shareholders and
broadened employee ownership.
"We remain committed to deliver on our ambition to bring
MultiChoice and Canal+ together, with today's announcement
representing another step forward."
Calvo Mawela, CEO of MultiChoice Group said:
"We are very pleased about the progress that has been made in
relation to this transaction. In a fast-evolving industry that is
becoming increasingly competitive, the opportunity to combine our
efforts to increase scale and bring our subscribers an even better
offering is something that continues to excite
us.
"MultiChoice has a long and proud history of creating
significant value for the shareholders of Phuthuma Nathi, one of
the most successful BBBEE schemes in South Africa. To continue this
journey with Phuthuma Nathi, while at the same time broadening the
BBBEE participation in our business through new partnerships that
also involves our staff, is an inspiring
prospect."
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
4
February 2025
-ENDS-
ENQUIRIES
CANAL+
Brunswick Group
