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NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
(Naspers)
PROSUS N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE PROHIBITED BY, OR CONSTITUTE A VOILATION OF, THE
RELEVANT LAWS OF THAT JURISDICTION OR REQUIRE NASPERS AND/OR PROSUS TO TAKE
ANY FURTHER ACTION.
PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.
NASPERS AND PROSUS ANNOUNCE THE INTENTION TO REMOVE THE CROSS-
HOLDING STRUCTURE
1. INTRODUCTION
The board of directors of Naspers (the Naspers Board) and the board of directors of
Prosus (the Prosus Board) are pleased to announce that Naspers and Prosus (together
with their consolidated subsidiaries, the Group) intend to implement a proposed
transaction in terms of which the cross-holding structure between Naspers and Prosus
(the Cross-Holding Structure) will be removed (the Proposed Transaction). The
implementation of the Proposed Transaction will enable the continuation of the share
repurchase programme announced by the Group on 27 June 2022 (Repurchase
Programme) at the Naspers level.
The Proposed Transaction is also intended to remove the complexity created by the
Cross-Holding Structure while keeping the Naspers and Prosus Free-Float Effective
Economic Interests (as defined below) the same as they are prior to the implementation
of the Proposed Transaction. This will be achieved through aligning the legal ownership
in Prosus with the current respective free-float effective economic interests.
The requisite approvals required to implement the Proposed Transaction have been
obtained from the South African Reserve Bank in accordance with the South African
Exchange Control Regulations.
2. BACKGROUND TO THE CROSS-HOLDING AND RATIONALE
The Proposed Transaction is intended to address: (i) the limitation on the Repurchase
Programme at the Naspers level arising from the Cross-Holding Structure, and (ii) the
complexity arising from the Cross-Holding Structure.
The Repurchase Programme commenced on 27 June 2022 and, since inception, the
Repurchase Programme has continued to create significant value for both the Naspers
and Prosus shareholders and as at 31 March 2023, resulted in a c. 18% reduction in the
discount to NAV at a Naspers level and c. 16% at a Prosus level, unlocking c. US$29
billion of value.
The Repurchase Programme is operating at both a Prosus and Naspers level to ensure
that the Naspers Free-Float Effective Economic Interest and the Prosus Free-Float
Effective Economic Interest (as defined below), remain in balance over time.
As the Repurchase Programme at the Naspers level is being implemented through
acquisitions by one of its South African subsidiaries, there is, however, a limit under the
South African Companies Act, 71 of 2008, as to the amount of Naspers shares that can
be acquired in this manner pursuant to the Repurchase Programme. The Proposed
Transaction will remove this limitation and enable the Repurchase Programme to
continue at the Naspers level. This limitation does not apply to the Repurchase
Programme at the Prosus level, which continues.
In addition, in August 2021 Naspers and Prosus completed an exchange offer in which
Prosus issued new Prosus ordinary shares N (Prosus Ordinary Shares N) to the
holders (Naspers N Shareholders or Naspers Free-Float Shareholders) of Naspers
N ordinary shares (Naspers N Ordinary Shares) that accepted such exchange offer,
in exchange for acquiring their Naspers N Ordinary Shares (the Exchange Offer).
The core objective of the Exchange Offer was to further reduce the oversized weight of
Naspers in the Shareholder Weighted Index of the Johannesburg Stock Exchange (the
JSE SWIX). Naspers was around 23% of the JSE SWIX immediately prior to the
implementation of the Exchange Offer.
The implementation of the Exchange Offer:
▪ resulted in the Cross-Holding Structure in terms of which Naspers currently holds
c. 60% of the issued Prosus Ordinary Shares N and Prosus currently holds c. 49%
of the issued Naspers N Ordinary Shares;
▪ required the implementation of a cross-holding agreement between Naspers and
Prosus on 27 May 2021 to ensure efficient and effective ongoing interaction between
Prosus and Naspers through making distributions on a "terminal economic value''
basis (the Cross-Holding Agreement). The "terminal economic value" distribution
arrangements are entrenched in the Cross-Holding Agreement as well as through
amendments to the articles of association of Prosus (the Prosus Articles of
Association) and are referred to as the Cross-Holding Arrangements; and
▪ established the effective economic interests of the Naspers Free-Float Shareholders
in the underlying Prosus portfolio currently at c. 43% (the Naspers Free-Float
Effective Economic Interest) and the effective economic interest of the holders
of the Prosus Ordinary Shares N (Prosus Free-Float Shareholders or Prosus N
Shareholders) in the underlying Prosus portfolio currently at c. 57% (the Prosus
Free-Float Effective Economic Interest), under the Cross-Holding
Arrangements.
The introduction of the Cross-Holding Structure was a consequence of the Exchange
Offer which, at the time, was considered by the Naspers Board and Prosus Board as one
of the most feasible ways to reduce Naspers's weighting on the JSE SWIX. The Exchange
Offer achieved this objective and Naspers's and Prosus's South African listed shares
represent approximately 9% of the JSE SWIX (down from 23% prior to the Exchange
Offer).
The Group expected that the introduction of the Cross-Holding Agreement would reduce
the complexity that comes with a cross-holding structure and clarify the market's
understanding of the true economic interests under the Cross-Holding Structure. Since
its implementation, however, the Cross-Holding Structure is widely seen as a negative
by shareholders. A common shareholder view is that the Cross-Holding Structure
introduces excessive complexity, contributes to the holding company discount, and
should be removed.
The Naspers Board and Prosus Board believe that enabling the continuation of the
Repurchase Programme at the Naspers level and removing the complexity arising from
the Cross-Holding Structure, pursuant to the Proposed Transaction, will allow the Group
to continue to create shareholder value.
3. OVERVIEW OF THE PROPOSED TRANSACTION
Currently, the Prosus Free-Float Effective Economic Interest is c. 57% and the Naspers
Free-Float Effective Economic Interest is c. 43%, which is governed by the Cross-
Holding Arrangements. The Prosus Free-Float Shareholders own their c. 57% effective
economic interest partially through their direct ownership of Prosus Ordinary Shares N
(c. 40%) and the balance (c. 17%) through Prosus’s cross-holding of Naspers N
Ordinary Shares.
It is currently expected that the implementation of the Proposed Transaction will involve
the following key transaction steps:
▪ subject to obtaining the requisite approvals of the shareholders of Prosus (Prosus
Shareholders), Prosus will undertake a capitalisation issue of (i) new Prosus
Ordinary Shares N to Prosus Free-Float Shareholders (i.e. excluding Naspers), (ii)
new unlisted Prosus ordinary shares B (Prosus Ordinary Shares B) to Naspers,
and (iii) new unlisted Prosus ordinary shares A1 (Prosus Ordinary Shares A), to
the holders of the issued Prosus Ordinary Shares A (collectively, the Prosus
Capitalisation Issue). Naspers will antecedently and irrevocably waive its
entitlement to Prosus Ordinary Shares N and consequently not receive new Prosus
Ordinary Shares N under the Prosus Capitalisation Issue. Following the
implementation of the Prosus Capitalisation Issue, Naspers’s direct holding of Prosus
Ordinary Shares N will be diluted such that it will be in line with the current Naspers
Free-Float Effective Economic Interest of c. 43% under the Cross-Holding
Arrangements and the Prosus Free-Float Shareholders' aggregate holding of Prosus
Ordinary Shares N will increase such that it will be in line with the current Prosus
Free-Float Effective Economic Interest of c. 57% under the Cross-Holding
Arrangements;
▪ subject to obtaining the requisite approvals of Prosus Shareholders, the articles of
association of Prosus will be amended to facilitate the implementation of the Prosus
Capitalisation Issue, including the requisite share capital changes and to remove all
reference to the Cross-Holding Arrangements;
▪ subject to obtaining the requisite approvals of the shareholders of Naspers (Naspers
Shareholders), Naspers will undertake a capitalisation issue of (i) new Naspers N
Ordinary Shares to Naspers Free-Float Shareholders (i.e. excluding Prosus), and (ii)
new unlisted A ordinary shares (Naspers A Ordinary Shares) to the holders of the
issued Naspers A Ordinary Shares (the Naspers Capitalisation Issue). Prosus will
antecedently and irrevocably waive its entitlement to Naspers N Ordinary Shares
and consequently not receive new Naspers N Ordinary Shares under the Naspers
Capitalisation Issue. Following the implementation of the Naspers Capitalisation
Issue, Prosus’s holding in Naspers will be diluted to a minimal level;
▪ subject to obtaining the requisite approvals of Naspers Shareholders, the
memorandum of incorporation of Naspers will be amended to facilitate the
implementation of the Naspers Capitalisation Issue, including to:
- convert the Naspers N Ordinary Shares and Naspers A Ordinary Shares from par
value to no-par value shares;
- proportionally increase the number of authorised Naspers N Ordinary Shares
and Naspers A Ordinary Shares to facilitate the implementation of the large-
scale Naspers Capitalisation Issue; and
- facilitate the subsequent, proportional share consolidation of Naspers N Ordinary
Shares and Naspers A Ordinary Shares to reduce the large number of Naspers
N Ordinary Shares and Naspers A Ordinary Shares in issue as a result of the
Naspers Capitalisation Issue;
▪ Prosus will sell its resultant minimal holding of Naspers N Ordinary Shares into the
market pursuant to which the Cross-Holding Structure will be removed.
Subsequently, the Cross-Holding Agreement will be terminated in accordance with
its existing terms.
Post-implementation of the Proposed Transaction the Prosus Free-Float Shareholders
will, in aggregate, directly hold c. 57% of the issued Prosus Ordinary Shares N, and
Naspers will directly hold c. 43% of the issued Prosus Ordinary Shares N (both aligned
with the existing respective effective economic interests).
Application will be made for the Naspers N Ordinary Shares and Prosus Ordinary Shares
N proposed to be issued on implementation of the Proposed Transaction to be admitted
to listing and trading on Euronext Amsterdam and on the Main Board of the JSE and
A2X Markets, as applicable.
As the tax position of the Group will remain the same following the implementation of
the Proposed Transaction, the costs for the Group to implement the Proposed
Transaction are not expected to be significant and pertain to advisory fees.
The Proposed Transaction will also be subject to the requisite regulatory approvals
customary for the implementation of a transaction of this nature, other than the
approval required for the implementation of the Proposed Transaction from the South
African Reserve Bank which has already been obtained.
The full terms of the Proposed Transaction will be detailed in the requisite documents to
be published by Prosus and Naspers in due course in order to obtain the requisite
approvals of the Prosus and Naspers Shareholders, respectively.
The Proposed Transaction is expected to be implemented in Q3 of 2023.
4. THE GROUP'S VOTING AND TAX POSITIONS
Naspers's voting interest and control of Prosus is determined by the total voting rights
that Naspers has in Prosus pursuant to the Prosus Ordinary Shares N and the Prosus
Ordinary Shares B that Naspers holds.
The current structure of the Prosus Ordinary Shares B will remain in place following the
implementation of the Proposed Transaction and Naspers will retain control of Prosus
with a c. 72% voting interest pursuant to the Prosus Capitalisation Issue.
Naspers will remain tax resident and domiciled in South Africa and Prosus will remain
tax resident and domiciled in the Netherlands. Furthermore, Prosus's tax status in South
Africa will remain unchanged. Prosus will continue to be controlled by Naspers, form
part of the same group of companies as Naspers, and Prosus and its subsidiaries will
remain Controlled Foreign Companies (CFC) of Naspers.
5. SHAREHOLDER CONFERENCE CALL
Shareholders are advised that today Naspers and Prosus have made available a
presentation on the Group's audited financial results for the year ended 31 March 2023,
which presentation includes information on the Proposed Transaction (the Results
Presentation), which can be accessed by shareholders at www.naspers.com or
www.prosus.com. Shareholders are also invited to register for a conference call during
which Bob van Dijk, the Naspers and Prosus CEO, and Basil Sgourdos, the Naspers and
Prosus CFO, will take participants through the Results Presentation. Details of the
conference call are:
Date: 27 June 2023
Time: 16:00 SAST
Web pre-registration: shareholders are requested to pre-register for this conference call
by visiting www.naspers.com or www.prosus.com and following the instructions
provided.
Cape Town, South Africa
27 June 2023
JSE Sponsor: Investec Bank Limited
Legal Advisor: Webber Wentzel
Enquiries:
Charlie Pemberton Shamiela Letsoalo
Communications Director Director, Corporate Affairs
Mobile: +31 615 494 359 Mobile: +27 78 802 6310
Email: charlie.pemberton@naspers.com Email: shamiela.letsoalo@naspers.com
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors
in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer
internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam, and a secondary listing
on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce
companies. These include Takealot, Mr D Food, Superbalist, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading
print and digital media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa
and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.
For more information, please visit www.naspers.com.
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa’s unemployed youth into economic
activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.
Response to Covid-19
Naspers contributed R1.5 billion of emergency aid to support the South African government’s response to the COVID-19 pandemic. This
contribution consisted of R500 million towards the Solidarity Fund and R1 billion worth of PPE sourced and distributed to South Africa’s front-
line healthcare workers. In addition, Naspers contributed R6.9 million to the Nelson Mandela Foundation's EachOne FeedOne programme to
support families who COVID-19 has impacted with meals for a year.
About Prosus
Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets
with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology
sectors in markets including India and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social
commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs using technology to improve people’s everyday
lives.
Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including 99minutos,
Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Bilt, Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea, Captain Fresh,
Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, Detect Technologies, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus, EVERY,
Facily, Fashinza, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay, letgo, Luno, Mensa
Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, Oxford Ionics, PaySense, PayU, Pharmeasy, Platzi, Property24, Quick Ride, Red
Dot Payment, Republic, Sharebite, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Thndr, Tonik, Ula, Urban
Company, Virgio, Vegrow, 6atchtower, and Wayflyer.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we have an
interest, please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, and SimilarWeb.
Today, Prosus companies and associates help improve the lives of more than two billion people around the world.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X
Markets (PRX.AJ). Prosus is majority-owned by Naspers.
For more information, please visit www.prosus.com.
Disclaimers
This announcement contains information within the meaning of Article 7(1) of the European Market
Abuse Regulation (596/2014).
Shareholders should note that the Naspers Board and Prosus Board each reserve the right, in their sole
discretion, to decide not to proceed with the Proposed Transaction and, as such, the Proposed
Transaction may or may not proceed.
This announcement is for information purposes only and is not intended to, and does not constitute or
form part of, any offer to sell or otherwise dispose of, or the solicitation of an offer to buy, otherwise
acquire or subscribe for, securities in or into any jurisdiction, including, but not limited to, the United
States, and neither this document nor anything herein nor any copy thereof may be taken into or
distributed, directly or indirectly, in or into any jurisdiction in which to do so would be prohibited by
applicable law.
The securities referred to in this announcement have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold, directly or
indirectly, in or into the United States absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Naspers and Prosus have not been and will not be registered under the U.S. Investment Company Act
of 1940, as amended (the "Investment Company Act"), and holders of any of the securities referred
to herein will not be afforded the protections of the Investment Company Act.
The information contained in this announcement does not constitute or form a part of any offer to the
public for the sale of, or subscription for, or an invitation, advertisement, or the solicitation of an offer
to purchase and/or subscribe for, securities as defined in and/or contemplated by the South African
Companies Act, No. 71 of 2008 ("South African Companies Act"). Accordingly, this announcement
does not, nor does it intend to, constitute a “registered prospectus” or an advertisement relating to an
offer to the public, as contemplated by the South African Companies Act and no prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of
this announcement.
The information contained in this announcement constitutes factual information as contemplated in
Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide
or proposal that any particular transaction in respect of the Prosus Ordinary Shares N and/or Naspers N
Ordinary Shares or in relation to the business or future investments of Prosus and/or Naspers, is
appropriate to the particular investment objectives, financial situations or needs of a prospective
investor, and nothing contained in this announcement should be construed as constituting the
canvassing for, or marketing or advertising of, financial services in South Africa. Prosus is not a financial
services provider licensed as such under the FAIS Act.
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”) no
action has been undertaken or will be undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant Member State in accordance with the prospectus exemption
provided for in article 1(5)(g) of the Prospectus Regulation. For these purposes, the expression
“Prospectus Regulation” means Regulation 2017/1129/EU (and amendments thereto) and includes any
relevant implementing measure in the Relevant Member State.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation
and has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten).
The release, publication, or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law and therefore persons into whose possession this announcement comes should
inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply
with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, Prosus and Naspers disclaim any responsibility or liability for
the violation of such requirements by any person.
It is the responsibility of each Shareholder (including, without limitation, nominees, agents and trustees
for such persons) wishing to receive this announcement to satisfy themselves as to the full observance
of the applicable laws of any relevant territory, including obtaining any requisite governmental or other
consents, observing any other requirements or formalities and paying any issue, transfer or other taxes
due in such territories. Further information pertaining to the Proposed Transaction will be provided in
due course pursuant to the documentation to be released by Prosus and Naspers in relation to the
Proposed Transaction (the "Transaction Documentation").
The Transaction Documentation to be issued by Prosus and Naspers in respect of, among other things,
the Proposed Transaction will be made available in due course, subject to applicable securities laws, on
www.prosus.com and www.naspers.com. Shareholders should have regard to the Transaction
Documentation in respect of the Proposed Transaction.
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting, or other professional advice.
Forward-looking statements
This announcement contains statements about Prosus and/or Naspers that are, or may be, forward-
looking statements. All statements (other than statements of historical fact) are, or may be deemed to
be, forward-looking statements, including, without limitation, those concerning: strategy; the economic
outlook for the industries in which Prosus and/or Naspers operates or invests as well as markets
generally; production; cash costs and other operating results; growth prospects and outlook for
operations and/or investments, individually or in the aggregate; liquidity, capital resources and
expenditure, statements in relation to the approval by shareholders or implementation of the Proposed
Transaction and/or the benefits of the Proposed Transaction. These forward-looking statements are not
based on historical facts, but rather reflect current expectations concerning future results and events
and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim",
"expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated",
"potential" or similar words and phrases. Examples of forward-looking statements include statements
regarding a future financial position or future profits, cash flows, corporate strategy, implementation of
the Proposed Transaction and/or the benefits of the Proposed Transaction, anticipated levels of growth,
estimates of capital expenditures, acquisition and investment strategy, expansion prospects or future
capital expenditure levels and other economic factors, such as, among others, growth, and interest
rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future. Prosus and
Naspers caution that forward-looking statements are not guarantees of future performance. Actual
results, financial and operating conditions, returns and the developments within the industries and
markets in which Prosus and/or Naspers operates and/or invests may differ materially from those made
in, or suggested by, the forward-looking statements contained in this announcement. All these forward-
looking statements are based on estimates, predictions, and assumptions, as regards Prosus or Naspers,
all of which estimates, predictions and assumptions, although Prosus and Naspers believe them to be
reasonable, are inherently uncertain and may not eventuate or eventuate in the manner Prosus and
Naspers expect. Factors which may cause the actual results, performance, or achievements to be
materially different from any future results, performance or achievements expressed or implied in those
statements or assumptions include matters not yet known to Prosus and Naspers or not currently
considered material by Prosus and Naspers.
Shareholders should keep in mind that any forward-looking statement made in this announcement or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of Prosus or Naspers not to develop as expected may emerge from time
to time and it is not possible to predict all of them. Further, the extent to which any factor or combination
of factors may cause actual results, performance, or achievement to differ materially from those
contained in any forward-looking statement is not known. Prosus and Naspers have no duty to, and
does not intend to, update, or revise the forward-looking statements contained in this announcement
or any other information herein, except as may be required by law. Any forward-looking statement has
not been reviewed nor reported on by Prosus' external auditor, Naspers’ external auditor or any other
expert.
