23 July 2025
Announcement Competition Tribunal
THE COMPETITION TRIBUNAL OF SOUTH AFRICA (THE "TRIBUNAL") APPROVES THE MANDATORY TAKEOVER OFFER BY GROUPE CANAL+ ("CANAL+") TO THE SHAREHOLDERS OF THE MULTICHOICE GROUP LIMITED ("MCG") BACKGROUND
The shareholders of Phuthuma Nathi Investments (RF) Limited's ("Phuthuma Nathi") are referred to the joint announcements by Phuthuma Nathi and MultiChoice South Africa Proprietary Limited relating 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+ to buy all or the remaining issued ordinary shares of MCG not already owned by Canal+ excluding treasury shares, from MCG shareholders for ZAR125.00 per share, payable in cash ("the Proposed Transaction"); and
- updates on the Proposed Transaction, including the post-transaction structure and the appointment of an independent board of Phuthuma Nathi.
APPROVAL BY THE TRIBUNAL
Today, we are pleased to advise shareholders that the Tribunal has approved the Proposed Transaction, subject to agreed conditions which include the implementation of the post-transaction structure announced on 4 February 2025.
As was previously disclosed, the agreed conditions include a robust package of guaranteed public interest commitments proposed by Canal+ and MCG. The package supports the participation of firms controlled by historically disadvantaged persons ("HDPs") and small, micro and medium enterprises in the audio-visual industry in South Africa. This package will maintain funding for local South African general entertainment and sports content, providing local content creators with a strong foundation for future success.
The approval by the Tribunal follows a positive recommendation from the Competition Commission of South Africa as announced on 21 May 2025 and concludes the competition review process in South Africa.
Canal+ and MCG remain on track to complete the Proposed Transaction within the previously communicated timeline as announced on 8 April 2025, and prior to the long-stop date of 8 October 2025.
Canal+ and MCG will now undertake the process needed to implement the structure as previously announced on 4 February 2025, which meets the requirements of all applicable laws, including the restrictions on foreign ownership and control of South African broadcasting licences contained in the Electronic Communications Act 36 of 2005. The structure includes MultiChoice Proprietary Limited, the entity which contracts with South African subscribers, being carved out of MCG and becoming an independent entity, majority owned and controlled by HDPs.
NEXT STEPS
Certain aspects of the restructuring of MCG envisaged by the Proposed Transaction will need to be placed before a meeting of Phuthuma Nathi shareholders for their consideration. This will be done following the process set out in the relevant regulations, including the requirement for an independent expert to provide its opinion on the relevant matters.
Ahead of the shareholders' meeting, Phuthuma Nathi will embark on roadshows in various parts of the country to explain the proposal to shareholders. The roadshows will take place in August 2025. The precise date of the Phuthuma Nathi shareholders' meeting will be announced in due course in accordance with the relevant regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
The independent board of Phuthuma Nathi accepts responsibility for the information contained in this announcement, to the extent that it relates to Phuthuma Nathi, and confirms that, to the best of its knowledge and belief, such information relating to Phuthuma Nathi is true and that this announcement does not omit anything likely to affect the importance of such information.
Randburg
23 July 2025