MultiChoice: unbundling, SABC deal proceedings, Zondo testimony, ANN7

analysisA news report states that Koos Bekker, Cobus Stofberg and Jac van der Merwe sent Bekker's MBA thesis describing the idea of M-Net to Ton Vosloo in 1984, when the report calls him Naspers CEO (Naspers's 2004 annual report states that he became managing director of Naspers Limited that year), and co-founded M-Net under Naspers's banner the following year; M-Net later developed into DStv and MultiChoice. Towards the end of 1994 M-Net divided its operations and formed MultiChoice to handle subscriber management, signal distribution and cellphone operations, while M-Net continued to focus on entertainment channels. In 2019 Naspers's video-entertainment business was separated as MultiChoice Group and listed on the Johannesburg Stock Exchange (code MCG). An online encyclopedia entry dates the spin-off to 27 February 2019 and states that the MultiChoice Group shares were unbundled to Naspers shareholders, with Naspers retaining no stake; Naspers's 2024 annual report refers to "the unbundling of MultiChoice group Limited". ^{1 2 3 4 5}

analysisMultiChoice Group's integrated reports list several officers appointed on 6 December 2018 who held or hold roles at Naspers. Imtiaz Patel is listed as chair and non-executive director; he was previously CEO of the Naspers video entertainment segment, CEO of the MultiChoice South Africa Group, MultiChoice South Africa and SuperSport International. Jim Volkwyn is listed as an independent non-executive director and a director of MultiChoice South Africa since March 2007 who held senior roles at MultiChoice and Naspers, including CEO of Naspers's global video entertainment segment, before retiring in 2014; after an independence review he was recategorised as an independent director. Tim Jacobs is listed as CFO; he was previously CEO of MultiChoice Africa and CFO of the Naspers video entertainment segment. Nolo Letele is listed as a non-executive director, formerly group chief executive and subsequently executive chair of the MultiChoice Group, who sits on the MultiChoice Group and Naspers boards and on the board of Specialised Insurance Company (Lesotho). ^{6 7}

analysisIn 2013 MultiChoice (Pty) Ltd and the South African Broadcasting Corporation (SABC) concluded a Commercial and Master Channel Distribution Agreement under which the SABC let MultiChoice carry its unencrypted free-to-air channels on MultiChoice's subscription platforms in exchange for payment, with a clause allowing MultiChoice to terminate or suspend the agreement and claim a refund if the SABC encrypted those channels. According to the Constitutional Court's media summary, MultiChoice undertook to pay the SABC fees of more than R500 million over five years, and the SABC agreed that its entertainment channel on the MultiChoice platform would consist mainly of archive content and that it would not encrypt its free-to-air channels on the migration to digital terrestrial television; news reports of later testimony give the five-year amount as R553 million and R533 million. According to a news report, in 2017 the Democratic Alliance released minutes of a 2013 meeting between SABC executives and MultiChoice CEO Imtiaz Patel at which Patel said that MultiChoice was willing to pay R100 million a year towards a 24-hour SABC news channel, on the "deal-breaker" condition that the "problem" of the set-top issue was resolved. The minutes themselves are not in the retained record, and no response by MultiChoice or Patel was found. ^{1 2 3 4}

analysisCaxton and CTP Publishers and Printers Limited, the S.O.S Support Public Broadcasting Coalition and the Media Monitoring Project Benefit Trust allege that the 2013 agreement was a notifiable merger under the Competition Act and that the parties failed to notify the Competition Commission. In February 2015 they asked the Competition Tribunal to order the parties to notify the agreement; MultiChoice and the SABC opposed the application. The Tribunal dismissed it in February 2016, and in June 2016 the Competition Appeal Court upheld that decision on the evidence then available but ordered the parties to provide all related documents to the Commission for investigation. The SABC and MultiChoice handed over a limited number of documents and, according to the Constitutional Court's summary, claimed that the bulk of the documents sought by the Commission either did not exist, could no longer be traced or were not relevant. On 4 October 2016 the Commission told the Tribunal that it intended to interrogate SABC and MultiChoice executives and board members; the SABC and MultiChoice objected that the Tribunal had no jurisdiction, and the Tribunal declined to give a directive. Whether the agreement was a merger had not been decided on the merits in the retained record: the Constitutional Court later confirmed the Commission's investigative powers (28 September 2018), and the Tribunal dismissed MultiChoice's exception on 14 April 2025. ^{1 2}

analysisOn 28 September 2018 the Constitutional Court (case CCT121/17, [2018] ZACC 37), in a unanimous judgment written by Kathree-Setiloane AJ, decided the appeal of the S.O.S Support Broadcasting Coalition, the Media Monitoring Project Benefit Trust and Caxton and CTP Publishers and Printers against the Competition Appeal Court's April 2017 order, which had confined the Commission's inquiry into the SABC-MultiChoice channel licensing agreement to documents. Before the court, the SABC and MultiChoice contended that the Commission was limited to a "desktop study" of the documents they had produced and could not interview witnesses. The court held that the Commission is authorised to investigate whether transactions constitute notifiable mergers and that its statutory powers of investigation, which include the power to subpoena witnesses, remained intact; it granted leave to appeal and upheld the appeal. ²

analysisAfter interrogating SABC and MultiChoice witnesses, the Competition Commission reported to the Tribunal in November 2018 that the 2013 agreement enabled MultiChoice to influence the strategic direction of the SABC and therefore constituted a notifiable merger; a supplementary affidavit filed in April 2021 reaffirmed that finding. This is the investigating authority's conclusion referred to the Tribunal, not an adjudicated decision, and MultiChoice contested it: it brought an exception asking the Tribunal to declare that the facts presented did not constitute a merger under section 12(2)(g) of the Competition Act and to dismiss the main application. On 14 April 2025 the Competition Tribunal dismissed the exception. It said it was not satisfied that no cause of action had been made out that the agreement gave MultiChoice the power to influence the policy of the SABC, that the disputed facts on control could only be determined through oral evidence, and that the main application would proceed to a hearing on its merits. No decision on the merits was found in the retained record. ¹

analysisIn February 2020 former communications minister Yunus Carrim told the Zondo Commission of Inquiry into State Capture that MultiChoice, at that stage owned by Naspers, had undertaken "regulatory or policy capture" so that government policy on digital migration, which since 2008 had provided for encrypted set-top boxes, would not harm what a news report of the testimony calls MultiChoice's monopoly over the pay-TV sector, a sector he said was "dominated 98% by MultiChoice and Naspers". This is Carrim's testimony as reported by a news outlet, not a finding of the commission. No MultiChoice response to the testimony was found in the retained record; the same news report states that the feud between Carrim and MultiChoice over encrypted set-top boxes had been public since at least 2014, when MultiChoice took out a full-page newspaper advertisement questioning Carrim's judgment and accusing him of favouring the rival broadcaster e.tv in the debate. An online encyclopedia entry states that the Zondo Commission found no wrongdoing on the part of MultiChoice, citing a news report on MultiChoice being cleared of state capture allegations; the commission's report is not in the retained record. ^{1 2}

analysisAccording to an online encyclopedia entry, Carrim testified in 2020 that Koos Bekker had played a significant role in irregularly pressuring government officials to protect MultiChoice's effective monopoly in South African pay television; a news report of his testimony states that he described meetings with Bekker on encryption in September 2013 and March 2014 and that his removal as minister in May 2014 had been predicted in an email to staff by Bekker two months in advance. According to a news report, Carrim also accused Naspers of having captured and monopolised the pay-TV space through the 2013 deal that gave MultiChoice access to the SABC's archives, under which the SABC would broadcast a news channel on the DStv platform, an entertainment channel, SABC Encore, would air on DStv, and the SABC would be paid R553 million over five years. These are Carrim's allegations as reported, not findings of the commission. No response by Bekker was found in the retained record. Naspers spokesperson Shamiela Letsoalo said that, after going through the allegations, the company had realised that Carrim had not suggested that Naspers had done anything illegal, and that Naspers had notified the commission that it did not intend to exercise its rights to give evidence, call witnesses or cross-examine witnesses. Commission spokesperson Mbuyiselo Stemela said at the time that it was not yet clear whether Naspers would be called to appear before the commission to answer Carrim's allegations. The encyclopedia entry states that the commission found no wrongdoing on the part of MultiChoice; no finding concerning Bekker or Naspers is in the retained record. ^{2 1 3}

analysisA news report states that leaked #GuptaLeaks emails had shown how MultiChoice lobbied Carrim's successor as communications minister, Faith Muthambi, and paid the Gupta family via the TV channel ANN7, to ensure that the set-top-box encryption decision went in the direction that would benefit the company; this is a news outlet's account of leaked emails, not a finding by a court or commission. A news report of 5 December 2017 states that on the previous day Naspers CEO Bob van Dijk said the company backed the decision of its unit MultiChoice to look into whether there had been "corporate governance failures" after investigative journalists raised questions about payments to ANN7, a TV channel formerly owned by the Gupta family. No outcome of that review is in the retained record. On 5 December 2017 the US law firm Pomerantz LLP announced that it had launched an investigation, on behalf of Naspers shareholders, into whether Naspers and certain of its officers or directors had engaged in securities fraud or other unlawful business practices, after a Naspers unit said it would investigate claims of improper payments to ANN7. Naspers said in a statement that it had not been informed of any legal action from any of its investors and that it took allegations that it had engaged in business malpractice seriously. Naspers shares fell more than 4 percent in Johannesburg that afternoon, weighed down by the investigation and a sell-off in Tencent Holdings, of which Naspers then held a third. No legal action arising from the announcement was found in the retained record. ^{1 2}

analysisA news report states that Canal+ began building a stake in MultiChoice Group with a 6.5% purchase in October 2020, offered at the beginning of February 2024 to buy the remaining shares at R105 a share (just over R31bn), raised the offer to R125 a share on 5 March, and that its stake then grew to 35.01%, triggering a mandatory offer under takeover regulation rules. A news report of 16 September 2025 states that in July of that year the Competition Tribunal conditionally approved the merger between MultiChoice and Canal+, described as a US$3 billion acquisition, and that as part of the competition authorities' requirements Canal+ and MultiChoice committed R30 billion to maintaining MultiChoice's headquarters in South Africa, continued funding of local content and live sports, and support for the country's creative sector. ^{1 2}