On 26 August 2025, shareholders of Phuthuma Nathi Investments (RF) Limited (“Phuthuma Nathi”) approved a historic restructuring of MultiChoice South Africa Holdings (“MultiChoice SA”).

The vote paves the way for a $3.1 billion transaction with French media company Canal+, reshaping South Africa’s broadcasting industry. For investors, regulators, and corporate leaders, this restructuring is a blueprint for how global investment, local empowerment, and regulatory compliance can align.

Bishop Fraser Attorneys was honoured to advise a major Phuthuma Nathi shareholder through this complex process, navigating the commercial and regulatory challenges at the intersection of company law, takeover law, and broadcasting regulations.

Background: Why the Restructuring Was Needed

Phuthuma Nathi was launched in 2006 as a flagship B-BBEE investment vehicle, holding a 25% stake in MultiChoice SA and delivering over R19 billion in dividends to more than 70,000 black South African shareholders.

But the broadcasting sector has shifted dramatically. Streaming competition, piracy, and economic pressure reduced MultiChoice’s revenues and dividends. When Canal+ made a mandatory offer to acquire MultiChoice Group, the deal faced South Africa’s strict broadcasting ownership laws:

• Section 64 of the Electronic Communications Act caps foreign voting rights in broadcasting licence holders at 20%.
• The rules of the Independent Communications Authority of South Africa require a minimum of 30% ownership by historically disadvantaged persons.

The solution: a major restructuring of MultiChoice SA before the Canal+ deal could proceed.

Key Features of the Restructuring

The centrepiece of the restructuring was the creation of LicenceCo, a new entity to hold MultiChoice SA’s broadcasting licences.

• MultiChoice Group retains only a 49% economic stake and 20% voting rights in LicenceCo.
• Control shifted to empowerment and local investors, including:
  • Phuthuma Nathi (up to 27% effective stake).
  • 13th Avenue Investments, led by former Telkom CEO Sipho Maseko.
  • Identity Partners Itai Consortium, backed by Sonja de Bruyn and Maxell Nyanteh.
  • The MultiChoice Workers Trust, a broad-based scheme benefiting employees and suppliers.

To further reward shareholders, an extraordinary dividend of R343.75 million (about $19 million) was declared.

Why This Matters for Shareholders

This transaction wasn’t just about compliance, it delivered real economic value and improved governance:

• Sustainable dividends: LicenceCo adopted a predictable dividend policy.
• Empowerment ownership: LicenceCo is now majority black-owned.
• Stronger governance: Shareholders, not just MultiChoice Group, appoint directors.
• Immediate returns: The extraordinary dividend created instant value.

Strategic & Legal Significance

From a legal standpoint, this was one of the most complex corporate transactions in recent broadcasting history. It involved:

• Shareholder approvals under sections 112 and 115 of the Companies Act.
• Navigating Takeover Regulations around mandatory offers.
• Balancing foreign investment limits with South Africa’s empowerment imperatives.

Independent expert BDO Corporate Finance confirmed the terms were “fair and reasonable,” and the deal is now seen as a precedent-setting model for foreign investment in regulated industries.

Bishop Fraser’s Role

At Bishop Fraser Attorneys, we represented one of the major Phuthuma Nathi shareholders. Our role included:

• Reviewing and negotiating reorganisation documents.
• Managing regulatory approval processes.
• Guiding shareholder voting and compliance under takeover law.
• Protecting our client’s interests while enabling the broader deal to succeed.

This work highlights the critical importance of specialist legal advisors when navigating transactions that involve empowerment ownership, regulatory approvals, and cross-border investment.

What Businesses Can Learn

The MultiChoice restructuring shows how legal and governance readiness can unlock opportunity. For companies in broadcasting, mining, energy, or infrastructure, the lessons are clear:

• Compliance cannot be sidelined. Ownership and regulatory rules must be embedded into strategy.
• Empowerment is non-negotiable. Broad-based participation strengthens both governance and shareholder value.
• Skilled legal advice matters. Transactions of this scale demand advisors who can align commercial goals with legal frameworks.

How Bishop Fraser Attorneys Can Help

At Bishop Fraser Attorneys, we specialise in helping clients structure and safeguard high-value, high-stakes transactions. Our services include:

• Corporate and Commercial Law: Mergers, acquisitions, restructurings, shareholder agreements.
• Mining and Environmental Law: Licensing, compliance, dispute resolution.
• Governance & Advisory: Corporate governance, board advisory, regulatory risk.
• Dispute Resolution & Litigation: Strategic litigation and arbitration.
• ESG & Sustainability: Aligning compliance with long-term value creation.

If your organisation is navigating complex restructuring, regulatory approvals, or empowerment ownership requirements, we can guide you through every step.

Contact our team at info@bishopfraser.co.za or visit bishopfraser.co.za/practice-areas to explore our practice areas and discuss how we can support your business.