The Groupe Canal+ approach to MultiChoice Group has taken a dramatic turn: the Takeover Regulation Panel (TRP) has ruled that the French broadcaster must make a “mandatory offer” to the JSE-listed firm’s shareholders.
MultiChoice had earlier spurned the Canal+ offer and told its shareholders that they no longer had to exercise caution in trading in the group’s shares.
“Shareholders are advised that the TRP issued a ruling on 27 February to the effect that Canal+ has acquired 35.01% of the voting rights in MultiChoice and, accordingly, a mandatory offer in terms of section 123 of the [Companies Act] has been triggered,” MultiChoice said in a statement to shareholders on Wednesday.
Canal+ is required to make the mandatory offer immediately, in line with the requirements of the act
“Canal+ is therefore required to make the mandatory offer immediately, in line with the requirements of the act and the regulations,” the parent of DStv and Showmax said.
On 6 February, the TRP said it was investigating the offer made by Canal+ after MultiChoice ended potential buying talks with its largest shareholder.
On 1 February, Canal+ said it had offered R105/share for every MultiChoice share it did not already own. It said the offer — worth an estimated R31.7-billion, and representing a 40% premium to MultiChoice’s closing share price of R75 on 31 January.
The offer price was rejected by the continent’s biggest pay-TV company, saying it significantly undervalued the group. MultiChoice said, however, it was open to talk to anyone about any deal provided it was at a fair price.
Threshold
By buying a stake beyond 35%, Canal+ had exceeded the threshold at which South African law requires a company to make a mandatory offer to shareholders. However, MultiChoice asked the TRP to make a ruling on whether such an offer was required.
“The TRP contended that the publication of…the announcement without the approval of the TRP was unlawful, being in contravention of the act and the regulations, and issued a compliance notice against MultiChoice,” the broadcaster said in its statement on Wednesday.
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