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Multichoice Group Limited

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Multichoice Group Limited MultiChoice Group Limited (formerly MultiChoice Group Proprietary Limited and K2018473845 (South Africa) Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number 2018/473845/06) JSE share code: MCG ISIN: ZAE000265971 (the “Company”) PRE-LISTING STATEMENT The definitions and interpretations contained in Annexe 20 to this Pre-listing Statement apply to this entire document, including the cover page, except where the context indicates a contrary intention. This Pre-listing Statement has been prepared, and issued in compliance with the JSE Listings Requirements for the purposes of providing information to Shareholders with regard to the business and affairs of the Company and the Group and has been prepared on the basis that the Unbundling shall become effective and be implemented. This Pre-listing Statement relates to the Admission of the issued Shares on the main board of the JSE by introduction as a primary listing. The JSE has approved the Admission of all of the Company’s issued, and to be issued, Shares in the “Broadcasting and Entertainment” sector of the JSE under the abbreviated name “MC Group” and share code “MCG”. It is expected that the Admission and unconditional dealings in the Shares will commence with effect from the commencement of trading on Wednesday, 27 February 2019. The international securities identification number (“ISIN”) for the Shares is ZAE000265971. There will not be any stabilisation activity in relation to the Shares. The Shares will only be traded on the JSE in Dematerialised or Uncertificated Form and accordingly all holders of Shares (“Shareholders”) who hold their Shares in Certificated Form will have to dematerialise their Shares should they wish to trade on the JSE. No Shares have been marketed or offered to, nor are any available for purchase, in whole or in part, to any person in any jurisdiction in connection with the Admission. This Pre-listing Statement does not constitute an offer or invitation to any person to subscribe for or purchase any Shares in the Company in any jurisdiction including an offer to the public or section of the public in any jurisdiction, and is issued in compliance with the JSE Listings Requirements, for the purposes of providing information to Naspers Shareholders with regard to the Company and the Group. Consequently, this Pre-listing Statement does not, nor does it intend to, constitute a “registered prospectus”, as contemplated by the South African Companies Act, 71 of 2008 (as amended) (“Companies Act”). As a result, this Pre-listing Statement does not comply with the substance and form requirements for prospectuses set out in the Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. The JSE has approved this Pre-listing Statement. The Company’s issued share capital comprised 438 837 468 Shares, with a stated capital of R0, on the Last Practicable Date and is expected to comprise 438 837 468 Shares with a stated capital of R0 on the date of Admission. No Shares are, or on the Admission Date, are expected to be, held in treasury by the Group. The Directors, whose names are set out in “Part IX – Directors, Senior Management and Corporate Governance” of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information provided in this Pre-listing Statement and certify that, to the best of their knowledge and belief there are no other facts, the omission of which would make any statement in this Pre-listing Statement false or misleading, and confirm that they have made all reasonable enquiries in this regard and confirm that this Pre-listing Statement contains all information required by the JSE Listings Requirements. Shareholders that are Foreign Persons or Foreign Entities (“Foreign Shareholders”) should take note of the variable entitlement to exercise voting rights attaching to Shares held by Foreign Shareholders in certain circumstances in order to ensure compliance by the Group with the Foreign Control Restrictions. In particular, if at a meeting of Shareholders Foreign Shareholders hold in excess of 20% of the voting rights attaching to the Shares, the Foreign Shareholders will be entitled to exercise only a pro rata portion of the aggregate voting rights attached to the Shares held by all Foreign Shareholders at such time such that the aggregate voting rights entitled to be exercised by Foreign Shareholders will not exceed 20% of the aggregate voting rights entitled to be exercised by Shareholders. Please refer to “Part XIII – Incorporation and Share Capital” which contains a summary of the variable voting rights attaching to Shares held by Foreign Shareholders and Annexe 16 setting out the salient provisions of the Company MOI, including the terms attaching to Shares and the variable voting rights in relation to Foreign Shareholders. The release, publication or distribution of this Pre-listing Statement in jurisdictions other than South Africa may be restricted by law and therefore persons in whose possession this Pre-listing Statement comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. THIS PRE-LISTING STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF ANY VOTE OR APPROVAL OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES REFERRED TO IN THIS PRE-LISTING STATEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE. Date of Issue: 21 January 2019 Joint Financial Adviser to Naspers Joint Financial Adviser to Naspers Sponsor South African legal adviser to Naspers Auditor and independent Transfer Secretaries and the Company reporting accountant No representation or warranty, express or implied, is made by the Joint Financial Advisers as to the accuracy, completeness or verification of the information set out in this Pre-listing Statement, and nothing contained in this Pre-listing Statement is, or shall be relied upon, as a promise or representation in this respect, whether as to the past or the future. The Joint Financial Advisers assume no responsibility for this Pre-listing Statement’s accuracy, completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law and regulation, any and all liability whether arising in delict, tort, contract or otherwise which they might otherwise be found to have in respect of this Pre-listing Statement or any such statement. Shareholders (i) should not rely on the Joint Financial Advisers or any person affiliated with the Joint Financial Advisers in connection with any investigation of the accuracy of any information contained in this Pre-listing Statement, (ii) should rely only on the information contained in this Pre-listing Statement and (iii) are advised that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries (other than as contained in this Pre-listing Statement), and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Joint Financial Advisers. The advisers to the Company as set out herein are acting exclusively for the Company and no one else in connection with the Admission. They will not regard any other person (whether or not a recipient of this Pre-listing Statement) as their respective customers in relation to the Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers nor for giving advice in relation to the Admission or any transaction or arrangement referred to in this Pre-listing Statement. The auditors and independent reporting accountants, whose reports are contained in this Pre-listing Statement, have given and have not, prior to the date of this Pre-listing Statement, withdrawn their written consent to the inclusion of each of their reports in the form and context in which they appear herein. Each of the legal advisers, the auditors and independent reporting accountants, the Joint Financial Advisers and the Sponsor and other professional advisers named in this Pre-listing Statement have consented in writing to acting in those capacities as stated in this Pre-listing Statement, and to their names being stated in this Pre-listing Statement, and have not withdrawn their consent prior to the publication of this Pre-listing Statement. This Pre-listing Statement is only available in English and copies thereof may be obtained by Shareholders during Business Hours from Monday, 21 January 2019 until Friday, 1 March 2019 from the Company and the Sponsor at their respective physical addresses which appear in “Part I – Corporate information” on page 7. A list of risk factors relating to the Company and the Shares is set out in “Part IV – Risk Factors” beginning on page 11 of this Pre-listing Statement. 2 IMPORTANT INFORMATION General In making an investment decision, each Shareholder must rely on his/her/its own examination, analysis and enquiry of the Company, the Shares and the terms and conditions of the Admission, including the merits and risks involved. Shareholders
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