21 May 2025
Phuthuma Nathi announcement re Canal transaction
SOUTH AFRICAN COMPETITION COMMISSION ISSUES POSITIVE RECOMMENDATION REGARDING PROPOSED CANAL+ TRANSACTION IN RESPECT OF MULTICHOICE GROUP
BACKGROUND
The shareholders are referred to the joint announcements by Phuthuma Nathi and MultiChoice South Africa relating to:
- The combined circular published by Groupe Canal+ ("Canal+") and MultiChoice Group Limited ("MCG") (collectively "the Parties") dated 4 June 2024 setting out the terms and conditions of the mandatory offer by Canal+ to buy all the issued ordinary shares of MCG not already owned by Canal+ 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.
POSITIVE RECOMMENDATION BY THE SOUTH AFRICAN COMPETITION COMMISSION
Today we 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 dealt with by Tribunal and awaits the approval of the Tribunal and the fulfilment of the remaining conditions.
NEXT STEPS
Certain aspects of the restructuring of the MultiChoice South Africa group 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 are likely to take place in July 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
21 May 2025