MultiChoice Chief Executive Officer Calvo Mawela and Chief Financial Officer Tim Jacobs will be entitled to receive a cash retention bonus upon the successful implementation of the Canal+ mandatory offer to buy Africa’s largest pay-TV operator.
In the Combined Circular published by Canal+ and MultiChoice, it was disclosed that there are no material provisions of an abnormal nature in respect of directors’ service contracts which require disclosure.
Furthermore, there are no service contracts in respect of MultiChoice directors that have been concluded or amended during the six-month period prior to the date of the Joint Announcement.
“In order to support MultiChoice’s ability to retain certain key employees with critical skills and knowledge and to recognise the additional responsibilities that certain key employees are undertaking, the remuneration committee of the MultiChoice Board has decided to make provision for a cash retention bonus for a limited number of key employees, including a total of approximately R15 million to two executive directors, Calvo Mawela and Tim Jacobs,” reads the Combined Circular.
“Payment of the bonus is conditional upon the award holder remaining an employee and not under notice at the proposed payment date.
“The bonuses will be paid upon successful implementation of the Offer.”
On Tuesday, the independent board of JSE-listed MultiChoice advised shareholders to consider accepting a takeover bid from Canal+, a French media conglomerate.
Despite this endorsement, both entities face substantial regulatory obstacles before the deal can be finalised.
Canal+ and MultiChoice issued on Tuesday a Combined Circular to MultiChoice shareholders regarding the mandatory offer by Canal+ to acquire the MultiChoice shares it does not own for a consideration of R125 per share.
The board, in a joint statement, has deemed the offer price of R125 per share as equitable and advisable, urging shareholders to accept it once the conditions are met.
However, the agreement remains contingent upon securing approval from various governmental bodies both within and beyond South Africa. Canal+ and MultiChoice are actively evaluating and refining a potential restructuring plan as part of this ongoing process.
Mawela and Jacobs own indirect shares in MultIchoice:
If Mawela sells his 356 497 direct beneficial shares at R125 they will be worth R44.5 million and Jacbs 120 601 direct beneficial shares will be valued at R15.1 million.
The circular stated that the implementation of the mandatory offer may trigger partial accelerated vesting of certain of the Incentive Awards held by MultiChoice directors and prescribed officers under the Share Incentive Schemes.
Mawela and Jacobs may further be smiling all the way to the bank as they cash up millions based on the share incentive scheme offered by MutiChoice and ShowMax.
The interests of MultiChoice directors and prescribed officers in the Share Incentive Schemes
“It is not anticipated that the total emoluments received by MultiChoice directors will be varied as a consequence of the mandatory offer, the Combined Circular reads. “It is not anticipated that there will be any material changes to the service contracts of MultiChoice directors as a consequence of the mandatory offer.”
None of the members of the Independent Board hold any direct or indirect beneficial interests in MultiChoice Shares or in securities of Canal+ Offeror.
The independent board of MultiChoice consist of Deborah Klein, Dr Fatai Sanusi, Louisa Stephens and Andrea Zappia.
