REG - Canal+ S.A - RESULTS OF MANDATORY OFFER TO MULTICHOICE GROUP

Canal+ SAAnnouncement

13/10/2025 07:10

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RNS Number : 0789D  Canal+ S.A  13 October 2025

 

CANAL+ SA

 

RESULTS OF THE MANDATORY OFFER TO MULTICHOICE GROUP LIMITED SHAREHOLDERS

 

Issy-les-Moulineaux, 13 October 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
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 (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:

 

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

 

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-
 
 

 

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%7Cflora.boillaut%40canal-plus.com%7C0ac86a99390846a95d0f08de09c586f7%7Cbf5c5de16a544091a72f90e32801628c%7C1%7C0%7C638958941126813573%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=VDxVw9g6U7uEL7VK4p90WjkxW%2FZsuj5NDCl2YXD9%2F9M%3D&reserved=0)

 

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