REG - Canal+ S.A - Update on MultiChoice Mandatory Tender Offer

Canal+ SAAnnouncement

21/05/2025 09:45

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RNS Number : 5844J  Canal+ S.A  21 May 2025

 

CANAL+ SA

Update on MultiChoice mandatory tender offer - South African Competition
Commission issues positive recommendation on proposed transaction

 

Issy-les-Moulineaux, 21 May 2025

CANAL+ SA (LSE: CAN, 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:

INTRODUCTION

The shareholders of Canal+ and MultiChoice are referred 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+ ("Offer") to acquire all 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 ("the
Proposed Transaction"); and

-            the joint announcements related to the Proposed
Transaction released subsequently by Canal+ and MCG on the Stock Exchange News
Service of the JSE Limited and the A2X News Service.

 

POSITIVE RECOMMENDATION BY THE SOUTH AFRICAN COMPETITION COMMISSION

The parties are pleased to advise shareholders that the South African
Competition Commission ("the Commission") has recommended that the South
African Competition Tribunal ("the Tribunal") approve the Proposed
Transaction, subject to conditions relating to public interest considerations.

The conditions include a package of guaranteed public interest commitments
proposed by the parties. The package supports the participation of firms
controlled by Historically Disadvantaged Persons ("HDPs") and Small, Micro and
Medium Enterprises ("SMMEs") in the audio-visual industry in South Africa.
This package will maintain funding for local South African general
entertainment and sport content, providing local content creators with a
strong foundation for future success.

The Proposed Transaction will now be considered by the Tribunal. The approval
of the Tribunal and the fulfilment of the remaining conditions are required
for the Proposed Transaction to become unconditional.

TECHNICAL AMENDMENT IN THE COMBINED CIRCULAR FOLLOWING PREVIOUSLY ANNOUNCED
EXTENSION TO LONG STOP DATE

On 4 March 2025, MCG and Canal+ announced that they had agreed to extend the
Long Stop Date to 8 October 2025. As a consequence to this previously
announced extension, the relevant dates set out in the "important dates and
times" section of the Combined Circular Circular have been updated (to show
settlement/delivery timetable if the closing date were to occur on 8 October
2025) and are, as requested by the JSE, set out for indicative purposes in
Annexure A to this announcement.

 

Maxime Saada, CEO of Canal+ said:

"We welcome today's recommendation from South Africa's Competition Commission.
This is a major step forward in our ambition to create a global media and
entertainment company with Africa at its heart. We are committed to investing
in local content and supporting South Africa's creative and sports ecosystems.
We strongly believe that this transaction is positive for South Africa,
providing consumers with greater choice and Africa with a true entertainment
champion. We look forward to the transaction being concluded in the near
future."

 

Calvo Mawela, CEO of MultiChoice Group said:

"The recommendation from the Competition Commission is a key step forward
towards the completion of the transaction and a recognition of the strong
package of public interest commitments provided by the parties.  We look
forward to closing the transaction, not only  for the benefit of
shareholders, but also for the viewing public and the multiple industries that
depend on MultiChoice. We will continue to cooperate with all regulatory
authorities towards a timely conclusion of this important process."

 

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

21 May 2025

 

JSE Sponsor to MultiChoice

Merchantec Capital

 

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)

 

Legal Advisors to MultiChoice

Webber Wentzel

 

Advisors to MultiChoice on competition and broadcasting matters

Herbert Smith Freehills and Werksmans

 

Joint Financial Advisors to MultiChoice

Citigroup Global Markets Limited and Morgan Stanley & Co International plc

 

Strategic Communications Advisors to MultiChoice

FTI Consulting

 

Canal+ enquiries:

Alima Levy (Investor Relations)

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

Shareholders should take note that, pursuant to a provision of the MultiChoice
memorandum of incorporation, MultiChoice is permitted to reduce the voting
rights of shares in MultiChoice (including MultiChoice shares deposited in
terms of the American Depositary Share ("ADS") facility) so that the aggregate
voting power of MultiChoice shares that are presumptively owned or held by
foreigners to South Africa (as envisaged in the MultiChoice memorandum of
incorporation) will not exceed 20% of the total voting power in MultiChoice.
This is to ensure compliance with certain statutory requirements applicable to
South Africa. For this purpose, MultiChoice will presume in particular that:

a.            all MultiChoice shares deposited in terms of the
MultiChoice ADS facility are owned or held by foreigners to South Africa,
regardless of the actual nationality of the MultiChoice ADS holder; and

b.            all shareholders with an address outside of South
Africa on the register of MultiChoice will be deemed to be foreigners to South
Africa, irrespective of their actual nationality or domicilium, unless such
shareholder can provide proof, to the satisfaction of the MultiChoice board,
that it should not be deemed to be a foreigner to South Africa, as envisaged
in article 40.1.3 of the MultiChoice memorandum of incorporation.

 

Shareholders are referred to the provisions of the MultiChoice memorandum of
incorporation available at www.MultiChoice.com (https://www.MultiChoice.com)
for further detail.

Shareholders are further referred to the ruling issued by the Takeover
Regulation Panel on 27 February 2024, which ruling deals with the MultiChoice
memorandum of incorporation. Shareholders can access the ruling on the
Company's website at

https://www.investors.multichoice.com/regulatory.php
(https://www.investors.multichoice.com/regulatory.php) .

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.

Annexure A

As a consequence of the extension of the Long Stop Date to 8 October 2025, the
relevant dates set out in the "important dates and times" section of the
Combined Circular are now as follows:

 

 Record date for MultiChoice Shareholders who are eligible to receive the        Friday, 24 May 2024
 Combined Circular
 Posting date of the Combined Circular                                           Tuesday, 4 June 2024
 SENS and ANS announcement confirming: (i) posting of the Combined Circular;     Tuesday, 4 June 2024
 and (ii) publication of the Combined Circular on the websites of Canal+ and
 MultiChoice
 The Offer opens at 09:00 on the Opening Date                                    Wednesday, 5 June 2024
 The Offer becomes wholly unconditional by no later than (subject to note 4 in   Wednesday, 8 October 2025
 the Combined Circular)
 Finalisation date: Offer to be announced as being unconditional in all          Thursday, 9 October 2025
 respects, subject to receipt of TRP compliance certificate (within one
 Business Day after the Offer becomes unconditional in all respects)
 First payment date: payment of Offer Consideration to Offerees who have         Friday, 17 October 2025
 accepted the Offer by the finalisation date (see note 13 of Combined
 Circular)
 Last day to trade in MultiChoice Shares in order to participate in the Offer    Tuesday, 21 October 2025
 (three Business Days prior to the Closing Date)
 MultiChoice Shares trade "ex" the Offer (two Business Days prior to the         Wednesday, 22 October 2025
 Closing Date)
 Record Date in order to participate in the Offer at 12:00 on                    Friday, 24 October 2025
 The Offer closes at 12:00 on (Closing Date)                                     Friday, 24 October 2025
 Payment of Offer Consideration to Offerees who accept the Offer after the       Monday, 27 October 2025
 finalisation date, but prior to the Closing Date
 Results of the Offer to be released on SENS and the ANS on (first Business Day  Monday, 27 October 2025
 after the Closing Date)
 Results of the Offer to be published in the South African press on (second      Tuesday, 28 October 2025
 Business Day after the Closing Date)

 

 

-ENDS-

 

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 OTT and
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
and CanalOlympia in Africa.

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 OTT
platform in Southern-Asia).

canalplusgroup.com/en (https://www.canalplusgroup.com/en)

 

 

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