Try our mobile app

Funding of the new Showmax partnership

Published: 2024-02-01 10:05:30 ET
<<<  go to JSE:MCG company page
MULTICHOICE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
(“MultiChoice")



FUNDING OF THE NEW SHOWMAX PARTNERSHIP

On 2 March 2023 MultiChoice announced that it had entered into an agreement with Comcast
Corporation’s (Comcast) subsidiary NBCUniversal Media, LLC (NBCU) and Sky to form a partnership for
purposes of driving Showmax to become the leading streaming service in Africa. The new partnership
brings some of the world’s best content and technology to streaming customers across MultiChoice’s
footprint in sub-Saharan Africa. Changing the game for streaming on the continent, the re-launched
Showmax also provides an opportunity to capture the best of both partners’ capabilities and competitive
advantages to deliver a differentiated subscription video-on-demand (SVOD) service, that offers world-
class entertainment at affordable prices to millions of African consumers.
As stated in the announcement released on 2 March 2023:
    •   MultiChoice contributed its Showmax business for a 70% equity stake in Showmax Africa Holdings
        Limited (SMAH) and provides ongoing business support through its local market expertise, local
        content production capabilities, its portfolio of general entertainment and sports rights licenses
        as well as its back-office support functions.
    •   Comcast, through its subsidiary NBCU, acquired a 30% equity stake in SMAH and provides ongoing
        support through the licensing of both its Peacock platform and content from NBCU, Universal
        Pictures, Peacock and Sky.
    •   MultiChoice, through its wholly owned subsidiary, MultiChoice Group Holdings B.V (MGHBV), and
        Comcast, through NBCU, are providing funding to SMAH, (only as and when the board of SMAH
        so determines) during its investment phase in proportion to their respective shareholdings and
        the SMAH shareholders will share in profits on the same basis in future.
In accordance with paragraph 9.15 of the JSE Limited Listings Requirements, shareholders are advised
that:
    a. Both SMAH shareholders are providing funding in proportion to their shareholding in order to
       ensure that their equity stakes remain at 70% (MGHBV) and 30% (NBCU), respectively.
    b. Equity funding is provided monthly or at other intervals, depending on SMAH’s then current
       working capital requirements and as may be determined by the board of SMAH for budget
       purposes, subject to a maximum capped amount.
    c. Prior to this announcement MGHBV and NBCU provided, in the aggregate, USD20 million in equity
       funding to SMAH, each in proportion of their respective shareholdings.
    d. On 2 February 2024 MGHBV and NBCU will provide, in the aggregate, USD 30 million in equity
       funding to SMAH, each in proportion of their respective shareholdings.
    e. Additional equity funding to a maximum of USD127 million, of which 70% or up to USD88.9 million
       will be carried by MultiChoice, is anticipated for the remainder of MultiChoice’s financial year
       ending 31 March 2024.
    f. Financial performance relating to SMAH was disclosed in MultiChoice’s interims results released
       on SENS on 15 November 2023. Further, it is noted that the business is consolidated into the
       financials in the normal course.
In accordance with paragraph 9.11 of the JSE Limited Listings Requirements, the original transaction
announced on 2 March 2023, aggregated with the equity funding provided to date plus the equity funding
for the remainder of the financial year ending 31 March 2024 will result in a category 2 transaction,
requiring release of this announcement by MultiChoice.


Randburg
1 February 2024

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Important notice

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:

   •   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
   •   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 for further detail. If shareholders are in any doubt as to what
action to take, they should seek advice from their broker, attorney or other professional adviser.