REG - Canal+ S.A - Notice of Compulsory Acquisition of Multichoice

Canal+ SAAnnouncement

24/10/2025 10:15

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RNS Number : 7653E  Canal+ S.A  24 October 2025

 

CANAL+ SA

 

NOTICE OF COMPULSORY ACQUISITION OF MULTICHOICE

Issy-les-Moulineaux, 24 October 2025

 

CANAL+ SA (LSE: CAN, the "Company" and "Canal+") announces that it has today
released an 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 Group Limited ("MultiChoice")
is listed.

 

The announcement provided as follows:

 

NOTICE OF COMPULSORY ACQUISITION BY CANAL+ OF ALL THE REMAINING SHARES IN
MULTICHOICE GROUP LIMITED ("MULTICHOICE") IN TERMS OF SECTION 124(1) OF THE
COMPANIES ACT, 2008

 

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 MultiChoice
("MultiChoice Shares") not already owned by CANAL+, excluding treasury shares,
from MultiChoice Shareholders (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.

MultiChoice Shareholders are also referred to the joint announcement published
by CANAL+ and MultiChoice on 13 October 2025, and in particular to paragraph 2
thereof, in which CANAL+ confirmed that the CANAL+ Offer was accepted by
MultiChoice Shareholders holding more than 90% of the Offer Shares and that
CANAL+ accordingly 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. CANAL+ currently holds 94.39% of MultiChoice's issued
ordinary shares.

The purpose of this document is to give the relevant statutory notice to
MultiChoice Shareholders in terms of section 124(1) of the Companies Act and
to give MultiChoice Shareholders further information in relation to such
compulsory acquisition.

2.            NOTICE TO INVOKE SECTION 124(1) OF THE COMPANIES ACT

 

As the CANAL+ Offer has been accepted by MultiChoice Shareholders holding more
than 90% of MultiChoice Shares (excluding any MultiChoice Shares held before
the CANAL+ Offer by CANAL+, a related or inter-related person, or persons
acting in concert with, or a nominee or subsidiary of, any such person or
persons), CANAL+ wishes to invoke the provisions of section 124(1)(a) of the
Companies Act in order to compulsorily acquire all MultiChoice Shares,
excluding treasury shares, in respect of which the CANAL+ Offer has not been
accepted ("Remaining MultiChoice Shares") from those MultiChoice Shareholders
who did not accept the CANAL+ Offer ("Remaining MultiChoice Shareholders").

 

Accordingly, notice is hereby given to the Remaining MultiChoice Shareholders
that CANAL+ will acquire all of the Remaining MultiChoice Shares in terms of
section 124(1) of the Companies Act, at the Offer Consideration and on the
same terms and conditions as the CANAL+ Offer ("Notice"). The full Notice will
also be posted to the Remaining MultiChoice Shareholders today, Friday 24
October 2025.

 

The Remaining MultiChoice Shareholders are reminded of their rights to apply
to a court of competent jurisdiction within 30 business days after receiving
the Notice in terms of section 124(2) of the Companies Act ("Section 124(2)
Rights").

 

CANAL+ will be entitled and bound to compulsorily acquire from each Remaining
MultiChoice Shareholder, all of their Remaining MultiChoice Shares in
accordance with the provisions of section 124 of the Companies Act at the
Offer Consideration and on the same terms and conditions as the CANAL+ Offer:

 

·    six weeks after the date of the Notice, if no Remaining MultiChoice
Shareholders exercise their Section 124(2) Rights; or

·    if any process in terms of such Section 124(2) Rights is pending,
after such process has been disposed of.

 

3.            SUSPENSION AND TERMINATION OF JSE AND A2X LISTINGS

 

The MultiChoice Shares will be suspended from trading on the JSE and A2X with
effect from the commencement of trade on Monday, 27 October 2025. It is
expected that the date upon which MultiChoice Shares will be delisted from the
JSE and A2X will be Wednesday, 10 December 2025, subject to the approval of
(i) the JSE in terms of section 1.17(a) of the JSE Listings Requirements,
(ii) the A2X in accordance with the A2X Listings Requirements and (iii) the
Financial Surveillance Department of the South African Reserve Bank in
accordance with section 16.26(h) of the JSE Listings Requirements.

 

4.            SALIENT DATES AND TIMES

The salient dates and times for the compulsory acquisition are set out below:

 

                                                                                 2025
 Record date for receipt of the Notice given in terms of section 124 of the      Friday,17 October
 Companies Act
 Notice given in terms of section 124 of the Companies Act and published on      Friday, 24 October
 SENS and the A2X News Service by 11:00
 Last day to trade in MultiChoice Shares on the JSE and the A2X                  Friday, 24 October
 Listing of MultiChoice Shares suspended on the JSE and the A2X with effect      Monday, 27 October
 from the commencement of trade on
 Record date to be recorded in the Register as a Remaining MultiChoice           Wednesday, 29 October
 Shareholder
 Last day to exercise Section 124(2) Rights                                      Friday, 5 December
 Compulsory acquisition of the Remaining MultiChoice Shares held by the          Friday, 5 December
 Remaining MultiChoice Shareholders in accordance with section 124(5) of the
 Companies Act, at the commencement of business on
 Date of payment of the Offer Consideration to MultiChoice on behalf of the      Friday, 5 December
 Remaining MultiChoice Shareholders. Unclaimed Offer Consideration to be held
 in trust subject to the provisions of section 124(8) of the Companies Act and
 to be paid on demand
 Termination of listing of MultiChoice Shares on the JSE and A2X from the        Wednesday, 10 December
 commencement of trade on

 

 

RESPONSIBILITY STATEMENT

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

24 October 2025

CANAL+ enquiries:

 

Jack Walker

jwalker@brunswickgroup.com (mailto:jwalker@brunswickgroup.com) / +1 (212)
333-3810

 

Diana Munro

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

 

Alima Levy

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

 

Hala Saab

Hala.saab@canal-plus.com (mailto: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 A
COMPULSORY ACQUISITION OF SHARES FOLLOWING THE CONCLUSION OF AN OFFER, THE
TERMS OF WHICH ARE SET OUT IN THE COMBINED CIRCULAR PUBLISHED ON 4 JUNE 2024.
THE CANAL+ OFFER HAS NOT BEEN MADE, AND THIS NOTICE IS NOT DISTRIBUTED,
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 CANAL+ OFFER TO BE MADE OR ACCEPTED, INCLUDING
(WITHOUT LIMITATION) AUSTRALIA, CANADA, JAPAN AND SOUTH KOREA (ANY SUCH
JURISDICTION, A "RESTRICTED JURISDICTION"), AND THE CANAL+ OFFER COULD NOT AND
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 CANAL+ Offer
and this Notice are 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.

 

The CANAL+ Offer and compulsory acquisition of shares contemplated in this
Notice 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 CANAL+ Offer and
compulsory acquisition.

 

Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States has approved the CANAL+ Offer or
compulsory acquisition, passed upon the fairness of the CANAL+ Offer or
compulsory acquisition, or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.

 
About CANAL+

Founded as a French subscription-TV channel 40 years ago, CANAL+ is now a
global media and entertainment company. On 22 September 2025, CANAL+ confirmed
it is in effective control of MultiChoice Group and beginning the integration
process. MultiChoice is Africa's leading entertainment platform, offering a
wide range of products and services, including DStv, GOtv, Showmax, M-Net,
SuperSport, Irdeto, and KingMakers. Together, the new combined group has 40
million subscribers worldwide, operates in over 70 countries and has
approximately 17,000 employees.

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.

CANAL+ also has significant equity stakes in Viaplay (the Pay-TV leader in
Scandinavia) and Viu (a leading OTT platform in Southern Asia).

canalplusgroup.com/en
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.canalplusgroup.com%2Fen&data=05%7C02%7Cpaula.oreilly%40canal-plus.com%7Ccba9e2c07cce4b2644a008de003c12b4%7Cbf5c5de16a544091a72f90e32801628c%7C1%7C0%7C638948455260562234%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=BbVXVMzeDaGmKE1ZznesUZ%2B9khTgOvBqab5PJug8%2F38%3D&reserved=0)

 

 

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