REG - Canal+ S.A - Implementation of MultiChoice Mandatory Offer

Canal+ SAAnnouncement

22/09/2025 07:30

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RNS Number : 2204A  Canal+ S.A  22 September 2025

 

CANAL+ SA

 

IMPLEMENTATION OF MULTICHOICE MANDATORY OFFER

Issy-les-Moulineaux, 22 September 2025

 

CANAL+ SA (LSE: CAN, the "Company" and "Canal+") announces that it, together
with MultiChoice Group Limited ("MultiChoice" and "MCG"), 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:

 

1.         INTRODUCTION

The shareholders of MultiChoice ("MultiChoice Shareholders") are referred to:

a)   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 Share") 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").  Terms in the Combined Circular
shall, where used in this announcement, have the same meaning as those
ascribed to them in the Combined Circular;

b)   the announcements released on SENS and ANS on 4 August 2025 and
26 August 2025 in connection with the proposed reorganisation of the
MultiChoice South Africa Holding Proprietary Limited group of companies (the
"Reorganisation");

c)  the announcement released on SENS and ANS on 15 September 2025 regarding
the commencement of the implementation of the Reorganisation; and

d)  the announcement released on SENS and ANS earlier today, on
22 September 2025, regarding the Canal+ Offer becoming unconditional (the
"Finalisation Announcement").

 

2.         VOTING RIGHTS OF FOREIGN SHAREHOLDERS OF MCG

 

The memorandum of incorporation of MCG contains voting scale-back provisions
which restrict foreign shareholders' ability to exercise voting rights
attached to MCG shares held by them, where this is necessary to comply with
the provisions of section 64 of the Electronic Communications Act, 2005
("ECA") which deal with broadcasting licences.

 

The Reorganisation has now been completed to fulfil the requirements of the
order of the South African Competition Tribunal and the requirements of all
applicable laws, including the restrictions on foreign ownership and control
of South African broadcasting licensees contained in the ECA.

 

As a result of the completion of the Reorganisation, MultiChoice Proprietary
Limited (or "LicenceCo"), as the holder of the relevant broadcasting licence,
now has its own shareholders, governance and South African control structure
that adheres to the relevant statutory requirements in the ECA. The voting
scale-back provisions in the memorandum of incorporation of MCG therefore
cease to apply.

 

The MCG Board has accordingly resolved that all the voting rights attached to
MCG shares held by foreign shareholders, including Canal+, will now be counted
in full on all shareholder resolutions.

 

3.         THE COMBINED GROUP

 

As of the close of business on 19 September 2025, Canal+ directly owns 200 030
591 (46.0%) of the shares of MCG (excluding treasury shares).  In addition,
acceptances in respect of a further 9 767 641 (2.2%) of MCG shares (excluding
treasury shares) have already been tendered to Canal+ in terms of the Canal+
Offer prior to the publication of the Finalisation Announcement. Canal+ is
therefore in effective control of MCG.

All the shares which are still to be tendered into the Canal+ Offer, which is
now unconditional, will further increase Canal+'s shareholding in MCG.

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.

 

In South Africa, Canal+ and the company have committed to a robust package of
public interest measures. These include supporting firms controlled by
Historically Disadvantaged Persons (HDPs) and Small, Micro and Medium
Enterprises (SMMEs) in the South African audio-visual sector, as well as
maintaining funding for local general entertainment and sports content
produced by South African creators. This underscores the company's dedication
to driving inclusive growth, supporting local industries, and delivering
high-quality content to audiences.

 

The integration of MCG and Canal+ will now start to take place. Following an
in-depth review, Canal+ intends to inform the market of its detailed plans and
envisaged synergies when it provides a strategic update for the combined Group
during the first quarter of 2026.

 

For MultiChoice customers, all subscription and billing arrangements will
remain the same.

 

 

4.         CHANGES TO THE MCG BOARD AND LEADERSHIP TEAM

 

The MCG Board has made certain changes to its composition and leadership team
to allow for suitable Canal+ representation, while maintaining its
independence. The new MCG Board, which includes a majority of independent
directors, has been constituted to ensure stability through the transition
while seeking to introduce fresh skills and international expertise, and will
oversee a renewed commercial drive in pursuit of sustainable growth.

 

With effect from the release of the Finalisation Announcement today,
22 September 2025, the MCG Board now consists of the following members:

 

 Director                                    Capacity
 Maxime Saada (Chair)                        executive
 Elias Masilela (Lead Independent Director)  independent non-executive
 David Mignot (Chief Executive Officer)      executive
 Nicolas Dandoy (Chief Financial Officer)    executive
 Kgomotso Moroka                             independent non-executive
 Louisa Stephens                             independent non-executive
 Deborah Klein                               independent non-executive
 James du Preez                              independent non-executive
 Jacques du Puy                              executive

 

A majority of the new MCG Board (Mr Masilela, Adv Moroka, Ms Stephens,
Ms Klein and Mr du Preez) served as independent non-executive directors of
MCG previously, and will continue to serve as independent non-executive
directors.

 

The new directors (Mr Saada, Mr Mignot, Mr Dandoy and Mr du Puy) were
appointed by the MCG board, in accordance with the memorandum of incorporation
of MCG, with effect from the release of the Finalisation Announcement today,
22 September 2025.

 

The remaining members of the previous MCG Board (Calvo Mawela, Timothy Jacobs,
Christine Sabwa, Dr Fatai Sanusi and Andrea Zappia) resigned from the MCG
Board with effect from the release of the Finalisation Announcement today, 22
September 2025.  Canal+ and MCG express their deep appreciation for the vital
role they played in building the company and for their leadership, alongside
the rest of the Board, in securing this transformative transaction.

 

Going forward, David Mignot and Nicolas Dandoy will respectively be CEO and
CFO of the Canal+ African operations, which includes MCG. These operations
across the African continent will be chaired by Calvo Mawela, the outgoing CEO
of MCG. The outgoing CFO of MCG, Timothy Jacobs, will continue to hold a
senior position in the finance department of the combined Group.

 

In addition, a general meeting of MCG shareholders will be convened in the
coming weeks to vote on proposals to elect Mr Anant Singh (Independent
Non-Executive Director), Ms Amandine Ferre (Executive Director) and Ms
Mireille Kabamba (Non-Executive Director) as new directors of MCG, and for
shareholders to confirm the appointment of the other new directors referred to
above.

 

Maxime Saada, CEO of CANAL+ said: "Today marks an important step forward for
CANAL+, as we begin to integrate MultiChoice to create a group with enhanced
scale, reach and creativity.

 

Our combined company is unique, a true global media and entertainment
powerhouse, serving more than 40 million subscribers across close to 70
countries. This combination increases our ability to invest in creative and
sporting content throughout Europe, Africa and Asia. We will be able to
leverage the diverse talent which sits throughout the group to bring to life
compelling local and international stories, both from our in-house production
studio STUDIOCANAL and global platforms, and the best national and global
sports, all on a world leading platform.

 

As we step forward together, I am pleased we have delivered on a key part of
the strategy we set out as we became a listed company in our own right last
year, strengthening our position in the highest-growth payTV markets in the
world - Africa-, while continuing to deepen our leading position in Europe.

 

I want to thank the teams at CANAL+ and MultiChoice who have made this
transaction a reality. We will now begin to integrate MultiChoice, delivering
greater value for all stakeholders. I look forward to providing the market
with a more detailed update on the strategy of our combined group during the
first quarter of next year."

 

Calvo Mawela, Chair, CANAL+ Africa said: "Today we are starting an exciting
new journey, one that will bring fresh opportunities for growth and success
for our company and the entire African media industry. Over the past three
decades we've built something special - grounded in innovation, resilience and
a shared commitment to bring great content to our audiences. Going forward,
this commitment remains unchanged to our audiences everywhere.

 

The new combined leadership team brings a strong vision and deep expertise to
the whole CANAL+ Africa business, which will take the group to greater
heights. Through our combined scale, shared strengths and expanded
capabilities, we are set to deliver more value to our customers, great
entertainment for our audiences and ongoing support to the communities we
serve."

 

David Mignot, CEO, CANAL+ Africa said: "As a combined company, we are building
on strong foundations to create a media and entertainment powerhouse to serve
African consumers. I am proud to lead Canal+'s operations across the
continent, including our operations in South Africa. Canal+ and MultiChoice
have both been pioneers, and we are now uniting our cultures of excellence,
creativity, technology, and storytelling to create something unique.
Together, we will harness digital innovation, from streaming and mobile
platforms to advanced distribution, to expand access, enhance experiences, and
bring compelling programming to more homes, while giving Africa a stronger
voice on the world stage."

 

5.         CHANGE IN FINANCIAL YEAR-END

To align with Canal+'s financial year-end, which is currently 31 December,
MultiChoice and its subsidiaries will be changing their financial year-end
from 31 March to 31 December.

In compliance with paragraphs 3.15 and 3.16 of the JSE Listings Requirements,
MultiChoice will endeavour to:

·   publish interim results for the six months ending 30 September 2025
within three months thereafter;

·  publish audited results for the nine months ending 31 December 2025
within three months thereafter; and

·   issue and distribute an integrated annual report and notice of annual
general meeting (with audited financial statements for the nine months ending
31 December 2025) within four months thereafter.

Following the change in financial year-end, MultiChoice's distribution periods
will be for the 6-month periods ending 30 June and 31 December.

 

6.         REVISED DATES AND TIMES

Subject to the Takeover Regulation Panel issuing a compliance certificate in
respect of the Canal+ Offer in terms of section 121(b) of the Companies Act,
which is expected imminently, the Canal+ Offer will be implemented in
accordance with the timetable below:

 

 Finalisation Date                                                                Monday, 22 September 2025
 First payment date: payment of Offer Consideration to Offerees who have          Wednesday, 1 October 2025
 accepted the Mandatory Offer by the Finalisation Date (see notes 12 and 13 of
 the Combined Circular)
 Second payment date: payment of Offer Consideration to Offerees who have         Monday, 6 October 2025
 accepted the Mandatory Offer by Friday, 26 September 2025 (see notes 12 and 13
 of the Combined Circular) by no later than
 Last day to trade in the shares of the Company in order to accept the Offer      Tuesday, 7 October 2025
 The shares of the Company trade "ex" the Offer on                                Wednesday, 8 October 2025
 Record date to determine which shareholders of the Company may accept the        Friday, 10 October 2025
 Offer (Record Date)
 The Offer closes at 12:00 on (Closing Date)                                      Friday, 10 October 2025
 Results of the Offer announced on SENS and the ANS                               Monday, 13 October 2025
 Third payment date: payment of Offer Consideration to Offerees who have          Monday, 13 October 2025
 accepted the Mandatory Offer by Friday, 3 October 2025 (see notes 12 and 13 of
 the Combined Circular) by no later than
 Results of the Offer to be published in the South African press on               Tuesday, 14 October 2025
 Final payment date: Offer Consideration credited to dematerialised Offerees      Friday, 17 October 2025
 who have validly accepted the Offer by the Closing Date in their accounts with
 their Intermediaries on(1)
 Final payment date: Offer Consideration credited to certificated Offerees who    Friday, 17 October 2025
 have validly accepted the Offer by the Closing Date by way of electronic funds
 transfer on(2)

                Notes:

(1         )The Offer Consideration due to dematerialised
shareholders who have validly accepted the Mandatory Offer on the Closing Date
will be credited to their accounts with their Intermediaries within a period
of five business days after the Closing Date.

(2         )The Offer Consideration due to certificated shareholders
who have validly accepted the Mandatory Offer on the Closing Date (including
by completing the relevant section of the Form of Acceptance and Transfer
(pink)) will be settled by way of electronic funds transfer, within a period
of five business days after the Closing Date.

(3         )The Company's shares may not be dematerialised or
re-materialised between the date on which the Company's shares trade "ex" the
Mandatory Offer and the Record Date, both dates inclusive.

 

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

22 September 2025

MultiChoice enquiries:

 

Meloy Horn (Head of Investor Relations)

meloy.horn@multichoice.com (mailto:meloy.horn@multichoice.com)

 

Keabetswe Modimoeng (Group Executive - Regulatory & Corporate Affairs)

Keabetswe.modimoeng@multichoice.com
(mailto: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:

 

Alima Levy (Investor Relations) (mailto:ir@canal-plus.com)

ir@canal-plus.com (mailto:ir@canal-plus.com)

Elvire Charbonnel (Communications)

elvire.charbonnel@canal-plus.com (mailto:elvire.charbonnel@canal-plus.com)

Timothy Schultz (Brunswick Group)

tschultz@brunswick.co.za (mailto:tschultz@brunswick.co.za) / +27 (0) 11 502
7300

Jack Walker

jwalker@brunswickgroup.com (mailto:jwalker@brunswickgroup.com) / +44 (0) 207
404 5959

 

Diana Munro

dmunro@brunswick.co.za (mailto:dmunro@brunswick.co.za) / +27 (0) 11 502 7300

 

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.

 

 
-ENDS-
 
 

 
In respect of Canal+, the above disclosure regarding the appointment of Maxime Saada and Jacques du Puy to the MCG Board is made in accordance with UK Listing Rule 6.4.9(2).
 
About CANAL+

Founded as a French subscription-TV channel 40 years ago, CANAL+ is now a
global media and entertainment company. The group has 26.9 million
subscribers worldwide, over 400 million monthly active users on its video
streaming platforms, and a total of more than 9,000 employees. It generates
revenues in 195 countries and operates directly in 52 countries, with leading
positions in Pay-TV in 20 of them. CANAL+ operates across the entire
audio-visual value chain, including production, broadcast, distribution and
aggregation.

 

It is home to STUDIOCANAL, a leading film and television studio with
worldwide production and distribution capabilities; Dailymotion, major
international video platform powered by cutting-edge proprietary technology
for video delivery, advertising, and monetization; Thema, a production and
distribution company specialising in creating and distributing diverse content
and channels; and telecommunication services, through GVA in Africa
and CANAL+ Telecom in the French overseas jurisdictions and territories. It
also operates the iconic performance venues L'Olympia and Théâtre de
l'Œuvre in France.

 

CANAL+ has also significant equity stakes across Africa, Europe and
Asia, namely in MultiChoice (the Pay-TV leader in English and
Portuguese-speaking Africa), Viaplay (the Pay-TV leader in Scandinavia)
and Viu (a leading AVOD platform in Southern-Asia).

 

canalplusgroup.com/en
(https://url.uk.m.mimecastprotect.com/s/ubbpCPNqUg8E4OI0hMix0-6B?domain=canalplusgroup.com)

 

 

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