MultiChoice Group Limited has recently announced significant transactions involving the MultiChoice Group Restricted Share Plan Trust. The trust executed on-market purchases of ordinary shares on two separate occasions as part of its obligations under the MultiChoice Group Restricted Share Plan. The total value of the transactions amounted to an impressive R49,538,690.26.
According to the information disclosed in compliance with the JSE Limited Listings Requirements, the MultiChoice Group Restricted Share Plan Trust made the following on-market purchases:
Table: Transactions Summary
| Date of Transaction | Number of Securities | Purchase Price per Share (R) | Value of Purchase (R) |
|---|---|---|---|
| 14 July 2023 | 289,950 | 85.4259 | 24,769,239.71 |
| 17 July 2023 | 287,218 | 86.2392 | 24,769,450.55 |
| Total | 577,168 | 49,538,690.26 |
The MultiChoice Group Restricted Share Plan Trust executed these transactions with the aim of fulfilling its obligations under the MultiChoice Group Restricted Share Plan. These purchases were carried out on the open market and were cleared in accordance with paragraph 3.66 of the JSE Listings Requirements. The nature of the trust’s interest in these transactions is considered to be direct and beneficial.
Rand Merchant Bank, a division of FirstRand Bank Limited, acted as the sponsor for these transactions, overseeing and facilitating the process.
Implications on Voting Rights
The recent announcement also included an important notice concerning voting rights on MultiChoice shares. In line with the MultiChoice memorandum of incorporation, the company is authorized to reduce the voting rights of shares held by foreigners to South Africa, subject to specific statutory requirements. The primary objective is to ensure that the aggregate voting power of MultiChoice shares presumptively owned or held by foreigners does not exceed 20% of the total voting power in the company.
To achieve this, MultiChoice will operate on certain presumptions:
- All MultiChoice shares held in the MultiChoice American Depositary Share (“ADS”) facility will be deemed to be owned or held by foreigners to South Africa, regardless of the actual nationality of the MultiChoice ADS holder.
- Shareholders with an address outside of South Africa listed on the register of MultiChoice will be presumed to be foreigners to South Africa, irrespective of their actual nationality or domicilium. However, if such shareholders can provide evidence, satisfactory to the MultiChoice board, that they should not be classified as foreigners to South Africa as per article 40.1.3 of the MultiChoice memorandum of incorporation, the presumption will not apply.
The purpose of these presumptions is to ensure compliance with specific statutory requirements applicable to South Africa. Shareholders are encouraged to refer to the provisions of the MultiChoice memorandum of incorporation available at www.multichoice.com for further details on this matter.
Potential Impact on MultiChoice
These recent transactions by the MultiChoice Group Restricted Share Plan Trust are likely to have implications for the overall ownership and voting structure of MultiChoice Group Limited. As the trust increases its holdings of ordinary shares, it may strengthen the position of existing shareholders and could influence the decision-making process within the company. Additionally, the reduction of voting rights for shares held by foreigners could impact the influence of foreign investors on corporate decisions.
It remains to be seen how these changes in shareholding and voting rights will affect MultiChoice’s strategic decisions, operations, and future developments. Shareholders, both local and international, are likely to keep a close eye on the company’s progress and its adherence to statutory requirements.
