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MULTICHOICE GROUP LIMITED - Announcement of the results of the PN1 and PN2 shareholder meetings

Release Date: 22/10/2019 07:05
Code(s): MCG     PDF:  
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Announcement of the results of the PN1 and PN2 shareholder meetings

MULTICHOICE GROUP LIMITED
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
("MultiChoice", "MCG" or "the Company")


ANNOUNCEMENT OF THE RESULTS OF THE PHUTHUMA NATHI INVESTMENTS (RF) LIMITED ("PN1") AND
PHUTHUMA NATHI INVESTMENTS 2 (RF) LIMITED ("PN2") (COLLECTIVELY "PN") SHAREHOLDER
MEETINGS


1.    Report on proceedings at the general meetings of PN shareholders on Monday, 21 October 2019

      We refer you to the announcement posted on SENS on Friday, 30 August 2019, in which MultiChoice
      announced its intention to make an offer to shareholders of PN1 and PN2 to exchange up to 20%
      of their shares in PN that are listed on the Equity Express Securities Exchange ("EESE") for shares in
      MCG (the "Proposed Acquisition"). The Proposed Acquisition is subject to the fulfilment or waiver
      of the following conditions by no later than 17h00 (South African time) on 25 October 2019, or such
      later date as MCG may determine in its sole discretion:
      -      the PN1 shareholders having adopted by special resolution at a meeting of the PN1
             shareholders the proposed amendments to the PN1 memorandum of incorporation ("MOI"),
             which amendments propose to, inter alia, amend the restriction on who may hold PN1 shares
             to allow MCG to acquire the PN1 shares;
      -      the PN2 shareholders having adopted by special resolution at a meeting of the PN2
             shareholders the proposed amendments to the PN2 MOI, which amendments propose to,
             inter alia, amend the restriction on who may hold PN2 shares to allow MCG to acquire the
             PN2 shares; and
      -      application having been made and granted for the listing of the MCG consideration shares on
             the Johannesburg Stock Exchange ("JSE").

      MultiChoice can confirm that:
      -     At a meeting of the PN1 shareholders held on Monday, 21 October 2019, PN1 shareholders
            voted in favour of the special resolution proposing amendments to the PN1 MOI to, inter alia,
            amend the restriction on who may hold PN1 shares to allow MCG to acquire PN1 shares as
            part of the Proposed Acquisition; and
      -     At a meeting of the PN2 shareholders held on Monday, 21 October 2019, PN2 shareholders
            voted in favour of the special resolution proposing amendments to the PN2 MOI to, inter alia,
            amend the restriction on who may hold PN2 shares to allow MCG to acquire PN2 shares as
            part of the Proposed Acquisition; and
      -     MCG is in the process of making application to the JSE for the listing of the MCG consideration
            shares on the JSE.
     The results of the PN1 and PN2 shareholder votes are detailed below:


                                                 Votes cast disclosed as a
                                             percentage in relation to the total   Shares abstained disclosed
      Company Resolutions                     number of shares voted at the        as a percentage in relation
                                                         Meeting                    to the total issued shares

                                                   For              Against

                  General authority to
                  make amendments to the
      PN1         PN1 memorandum of
                  incorporation                  97.06%              2.94%                   0.59%
                 

                  General authority to
                  make amendments to the
      PN2         PN2 memorandum of
                  incorporation                  99.93%              0.07%                   0.19%
                 


2. PN scheme of arrangement

    PN shareholders have, at separate special meetings of PN1 and PN2 shareholders held on 21 October
    2019, voted in favour of the proposal to combine the two Broad-Based Black Economic
    Empowerment (B-BBEE) schemes, PN1 and PN2 into a single entity. The resolutions to affect the
    combination were approved by the requisite majority.


3. Timeline and key dates

    The key dates pertaining to the Proposed Acquisition are outlined in the table below:

     Activity                                                                                         2019
     Closing of MCG Offer                                                               Monday, 28 October
     Listing of additional MCG shares on the JSE and implementation
     of the MCG Offer                                                                  Tuesday, 29 October


4. Further announcements

   The final number of PN shares acquired and MCG shares to be issued in consideration of the
   acquisition of the PN shares will be announced following the closing of the MCG Offer.


Randburg
21 October 2019

Financial Advisor and JSE Sponsor to MCG
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal and Tax Advisor to MCG and PN
Webber Wentzel

Auditors
PricewaterhouseCoopers

Independent Advisor and Financial Advisor to PN
Tamela Holdings Proprietary 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.

Date: 22/10/2019 07:05:00
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