MultiChoice Restructures Operations as Canal+ Takeover Moves Forward

MultiChoice & Canal+ Deal: What’s Going On

Background

  • Canal+, the French media giant, is in the process of acquiring MultiChoice Group in a deal valued at roughly R55-billion (about US$3-3.2 billion).
  • As part of that, in July 2025 the South African Competition Tribunal conditionally approved Canal+’s takeover offer.

The approval is conditional because there are various regulatory, ownership and empowerment (BEE/HDP) requirements that need to be met.

What Restructuring Means

To satisfy South African laws (especially around foreign ownership of broadcaster licences and Broad-Based Black Economic Empowerment [B-BBEE] / Historically Disadvantaged Persons [HDP] participation), the companies are reorganising:

  1. LicenceCo carve-out
    • MultiChoice will carve out its South African broadcasting licence‐holding unit. This new entity—often called LicenceCo—will contract with local (South African) subscribers and hold the broadcasting licence.
    • The rest of the video entertainment assets (outside SA domestic licensed broadcasting) stay within the main MultiChoice Group.
  2. Ownership & voting rights restructuring
    • MultiChoice is reducing its voting rights in LicenceCo to 20%, while retaining a 49% economic interest.
    • The majority of the control (economic and/or voting influence) in LicenceCo will be held by entities meeting HDP / B-BBEE criteria:
      • Phuthuma Nathi (a long-standing black empowerment vehicle) will hold a meaningful stake.
      • Other new or restructured shareholders include Identity Partners Itai Consortium (IPIC), Afrifund Consortium, 13th Avenue Investments, and a Workers’ Trust. These are structured either via ordinary shares, or via notional vendor-funded shares that convert over time.
  3. Extraordinary Dividend and related financial movements
    • There will be an extraordinary dividend declared by LicenceCo / the relevant units worth about R1.375-billion, with Phuthuma Nathi getting a slice (≈ R343.75 million) of it.
    • Also, as part of the equity reallocation, Phuthuma Nathi will claim a loan (about R3.77 billion) from MultiChoice, to partly fund their ownership stake.

The Rules They Must Comply With

  • Foreign ownership & voting restrictions: Under South African law (especially the Electronic Communications Act), foreign entities cannot have more than 20% voting rights in entities holding a South African broadcasting licence.
  • HDP / B-BBEE thresholds: There are requirements that broadcasting licensees must be at least 30% owned by historically disadvantaged persons (which include black South Africans, women, persons with disabilities).
  • Public interest commitments: To get regulatory approval, MultiChoice & Canal+ committed to things like:
    • Maintaining SA content (entertainment, sports) funding;
    • Protecting jobs / no retrenchments for a certain period;
    • Supporting small, medium, micro enterprises (SMMEs) and HDP participants in audiovisual supply chain.

Key Milestones & Current Status

  • Phuthuma Nathi shareholder approval: Phuthuma Nathi’s shareholders approved the restructuring plan on 26 August 2025.
  • Implementation started: As of mid-September 2025 (roughly 16-17 September), MultiChoice has confirmed that all required agreements for the reorganisation have become unconditional. That means the restructuring (LicenceCo creation, share-transfers, etc.) is now active.
  • Timetable / mandatory offer: Once reorganisation is completed, an updated timetable for Canal+’s mandatory offer for all remaining shares will be released. Before, the long-stop date for completing the offer is 8 October 2025.

Implications & Industry Reactions

  • For MultiChoice: This injects new capital and potential stability. The company has been under pressure: shrinking subscriber numbers for its linear (traditional) pay-TV business, currency pressures, etc. The deal lets them lean on Canal+ for scale, investment.
  • For HDP / empowerment shareholders: Major beneficiaries in this setup. Phuthuma Nathi increases its role; workers get ownership via the Workers Trust. It boosts inclusion in ownership and control.
  • Potential concerns:
    • Whether the carved-out structure (LicenceCo + rest of group) will maintain content quality, service continuity.
    • How foreign content & influence will be balanced given the legal caps.
    • The timeline is tight: some concerns about legislative changes vs. timing for full compliance.
  • Regulatory satisfaction: Authorities required these steps before giving conditional approval. The fact that the process is moving forward cleanly suggests Canal+ and MultiChoice are meeting their commitments so far. (ITWeb)

Key Figures & Numbers

MetricValue
Valuation of takeover offer~ R55 billion (~US$3.1-3.2 billion)
Share price offered by Canal+R125 per share for remaining shares not already owned.
Economic interest vs voting rights (MultiChoice in LicenceCo)49% economic interest, 20% voting rights.
Extraordinary dividend declaredR1.375 billion (with ~R343.75 million going to Phuthuma Nathi)

What to Watch Next

  1. Completion of the reorganisation: Once LicenceCo is formally carved out, share transfers to HDP entities / workers are done, etc.
  2. Release of updated timetable: For mandatory offer to all MultiChoice shareholders, including non-South Africans.
  3. Legislative changes: There is talk that foreign ownership voting caps (currently 20%) might be revised upward (to 49%) via legislative changes. But that’s not assured and may take time.
  4. Effects on consumers: Will we see pricing changes, service changes, or content shifts (more local vs imported content)?
  5. Impact on competitors & content creators: Will HDP / BEE participants be able to scale, will there be more investment in local production?

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