Broadcasting
Canal+ to Carve, Spin out MultiChoice’s LicenceCo in Aggressive Takeover Bid
Canal+ S.A., a French media and telecommunications conglomerate based in Paris, will restructure MultiChoice Group and carve out its broadcasting licence and South African DStv subscribers into “Licence Co” as a new separate entity while the remainder contains its video assets as the MultiChoice Group.
This is in its push for aggressive takeover of MultiChoice through successfully and circumvent the country’s regulations preventing a majority-owned share in local media.
According https://teeveetee.blogspot.com, Canal+ is progressing with its aggressive buyout of R32 billion for MultiChoice although various regulatory hurdles are supposed to prevent foreign ownership of a large South African media company like MultiChoice.
Canal+’s plan for a “post-transaction structure” for MultiChoice is to carve out MultiChoice’s broadcasting licence in South Africa, overseen by the Independent Communications Authority of South Africa (Icasa) and MultiChoice South Africa’s DStv subscribers in South Africa into a new company called Licence Co.
Canal+’s Licence Co will be a new entity, while the remainder of MultiChoice’s video entertainment assets will then remain part of the MultiChoice Group.
The MultiChoice broadcast licence carve out is part of Canal+ plan to circumvent and get around South Africa’s broadcast and ownership regulations.
The dilemma Canal+ and MultiChoice have is that they can’t legally get around a foreign entity owning a South African broadcast licence, in this case for traditional pay-TV.
The plan is now for this “problem-part” preventing Canal+’s MultiChoice takeover from going through – MultiChoice South Africa and its South African broadcasting licence and South African set of DStv subscribers – to be siloed as Licence Co.
Licence Co. in South Africa will literally hold the pay-TV licence and manage the DStv subscribers, while MultiChoice Group will legally-technically no longer be a broadcaster but a video content supplier.
Like a family trust, Licence Co, although an “independent” company, will exist with the express aim to benefit the MultiChoice Group.
Also to note: MultiChoice Group, belonging to French owners and as the so-called “video content hub”, will now mean that Canal+ and MultiChoice’s French owners will now be paying to keep the South African public broadcaster’s SABC News, eMedia’s eNCA and Newzroom Africa’s as South African TV news channels on the air on DStv.
This is, in effect, a French private company paying for and in control of South African TV news, as well as news elsewhere in sub-Saharan Africa.
Canal+ and MultiChoice has to secure approvals for the mega-takeover deal from Icasa, the Takeover Regulation Panel, South Africa’s Competition Tribunal, shareholders, the Financial Surveillance Department and adhere to other requirements like black-economic empowerment (BEE) and with Canal+ not have voting rights of more than 20% as mandated by the Electronic Communications Act.
On paper Licence Co will be a new “independent company” but in real effect work in tandem with MultiChoice Group – as it exists currently containing MultiChoice’s operational structure, technology, staff and content assets.
Licence Co will become/remain the entity dealing with South African DStv subscribers.
Canal+ and MultiChoice plan to spin out Licence Co’s ownership as majority-owned by the current Phuthuma Nathi scheme (27%), as well as two black-owned companies – Identity Partners Itai Consortium with Sonja de Bruyn and Afrifund Investments from the former Telkom CEO Sipho Maseko – as well as a Workers’ Trust (ESOP).
With smart accounting and legal wrangling, Canal+ and MultiChoice are crafting it so that the MultiChoice’s Group’s shareholding in the new Licenco Co will be 49% and 20% on the dot in terms of voting rights – right what the regulators require.
“MultiChoice Group will retain its existing 75% direct interest in MultiChoice South Africa, which will exclude Licence Co. Phuthuma Nathi will similarly retain its existing 25% interest in MultiChoice South Africa,” Canal+ and MultiChoice announced in a takeover update statement on Tuesday.
“The transaction will not lead to any disruption for LicenceCo’’s South African viewers, who will continue to access its services as normal. Licence Co will enter into various commercial agreements with MultiChoice Group subsidiaries in relation to the services currently provided to Licence Co by other MultiChoice Group entities,” they stated.
“These relate to, among other things, the provision of content, technology, subscriber management and support and other functions.”
“Canal+ and MultiChoice are confident that the envisaged structure meets the requirements of all applicable laws, including the restrictions on foreign ownership and control of broadcasting licences contained in the Electronic Communications Act.”
Webber Wentzel and DLA Piper are the joint legal advisors to MultiChoice, while Herbert Smith Freehills and Werksmans are the advisors to MultiChoice on competition and broadcasting matters.
Citigroup Global Markets Limited and Morgan Stanley & Co International plc and the joint financial advisors to MultiChoice, while FTI Consulting are the so-called “strategic communications” advisors to MultiChoice.
Bowmans is the South African legal advisors to Canal+, with Bryan Cave Leighton Paisner LLP repping as the international legal advisors to Canal+, and BofA Securities and J.P. Morgan as Canal+’s joint legal advisors.
The Brunswick Group is the “strategic communications” advisors for Canal+.
In the joint statement, Maxime Saada, Canal+ CEO – and notably having his prepared quote placed first at the top – says “This transaction is an opportunity to create a unique global media company, with a strong presence across Africa, with the scale, expertise and creativity to compete and partner with the largest players within the media sector and beyond”.
National Broadcasting Commission (NBC) has said that Nigerians will no longer pay annual Digital Access Fees under the renewed Digital Switch Over (DSO) project.
Charles Ebuebu, director-general, NBC, disclosed this in an exclusive interview with the News Agency of Nigeria (NAN) on Wednesday in Abuja,
Ebuebu said viewers only need to purchase an approved decoder and satellite dish which cost below N20,000 to enjoy free television permanently.
“Previously, users paid an annual digital access fee of about N1,500, described as an administrative charge.
“The new system removes that annual fee. It provides free access to free-to-air television channels without any payment.
“Premium channels will be introduced later. Viewers who want those additional channels will be able to access them through paid services.
“Nigerian content on free-to-air channels remains free to watch. Unlike Pay TV, this platform does not require monthly subscriptions for its basic service,” he said
Ebuebu said approved decoders for the FreeTV will cost less than N20,000 and authorised sales outlets will soon be announced.
He urged Nigerians to wait for official information on approved dealers for the DSO decoders, warning that unauthorised sellers are exploiting growing public demand.
He reiterated that people only need a free-to-air decoder, along with a satellite dish instead of the old antenna system to receive the DSO signal.
“Once the equipment is installed, viewers can access all available channels across the country without paying any subscription fees,” he stressed
The DG dismissed claims by some retailers that there are different categories of decoders sold at varying prices, stressing that such sellers are not authorised by the commission.
According to him, the NBC will soon publish the list of approved dealers, official prices, and locations where genuine decoder boxes and accessories can be purchased.
The NBC boss said the DSO project is designed not only to improve television broadcasting but also to stimulate economic growth by creating jobs, attracting investment, and opening up opportunities for businesses that support the broadcasting industry.
Ebuebu noted that content producers and broadcasters stand to benefit significantly from the nationwide reach of the DSO platform.
Unlike the previous system, where many stations had limited regional audiences, he said the new platform will make their channels available to viewers across Nigeria.
He added that the introduction of audience measurement technology will provide scientific and reliable data on television viewership.
Ebuebu added that audience measurement technology will give advertisers greater confidence in placing adverts and enable broadcasters to demonstrate the true size and reach of their audiences nationwide.
Uchenna Mbunabo, Nigerian filmmaker, has raised concerns over the alleged unauthorised broadcast of Nollywood films by some Ghanaian television stations, calling on Ghana’s National Film Authority (NFA) to strengthen the enforcement of copyright laws.
Uchenna Mbunabo, Nigerian filmmaker
Mbunabo made the remarks during a conversation with James Gardiner, deputy CEO of the National Film Authority (NFA) of Ghana.
He questioned whether it was permissible for television stations in Ghana to download Nigerian movies from YouTube and air them without obtaining permission from the producers.
“I noticed that Ghanaian TV stations, the way they are stealing our films and showing them for free with impunity. Is it legalised in your country for TV stations to go on YouTube, download people’s sweat and show it for free?”
According to Mbunabo, some Ghanaian television stations have been downloading newly released Nollywood films from YouTube and broadcasting them without authorisation, depriving producers of revenue generated through the platform.
He also stated that he had not witnessed Nigerian television stations engaging in similar practices and questioned what measures Ghana was taking to protect filmmakers’ intellectual property.
Responding to the concerns, Gardiner acknowledged that the issue exists and said the National Film Authority had begun engaging relevant stakeholders to address it.
He disclosed that the NFA has held discussions with the Ministry of Communications, the National Communications Authority (NCA) and the National Media Commission (NMC) on improving copyright enforcement.
Gardiner explained that while Ghana has copyright laws, enforcement remains challenging because many television stations now operate digitally and may not have physical offices within the country.
“There are copyright laws, but they are not effective because a lot of the TV stations don’t have offices. Most of them are now digital, so they operate from anywhere. They can even have a Ghanaian TV station but be operating from Austria simply because it is digital.”
He added that authorities are considering a new licensing framework that would require broadcasters to undergo a fresh licensing process to improve monitoring and enforcement.
According to Gardiner, television stations found guilty of illegally broadcasting copyrighted content would be required to compensate affected producers through fines.
He added that repeat offenders could face suspension of their broadcasting licences, while a third violation could result in the revocation of their licences.
Although he did not provide a specific timeline, Gardiner said the reforms were already underway and expressed hope that significant progress would be seen next year.
Mbunabo welcomed the proposed measures but urged the National Film Authority to expedite the process, stating that unauthorised broadcasts continue to affect filmmakers’ ability to recover production costs through legitimate distribution channels such as YouTube.
He also stressed that his comments were not directed at Ghana’s film industry, noting that he has worked with several Ghanaian actors over the years and supports collaborations between Nollywood and Ghallywood.
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