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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)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE NASPERS CAPITALISATION
ISSUE AND NASPERS SHARE CONSOLIDATION
Capitalised terms not defined in this announcement shall have the meaning given to such
terms in the circular posted to shareholders of Naspers (Shareholders) together with the
notice convening the 2023 annual general meeting of Shareholders on Wednesday,
26 July 2023 (Circular).
1. INTRODUCTION
Shareholders are referred to the declaration announcement published by Naspers
on SENS on Friday, 25 August 2023 (the Declaration Announcement), advising,
inter alia, that the Naspers Board intends to proceed with the Naspers Capitalisation
Issue and the Naspers Share Consolidation in connection with the removal of the
Cross-Holding Structure pursuant to the Proposed Transaction, the implementation
of which was subject to certain conditions precedent outlined in the Declaration
Announcement.
The Naspers Board is pleased to advise Shareholders that the Proposed Transaction
is now unconditional insofar as it relates to Naspers.
The purpose of this announcement is to provide Shareholders with finalisation
information on the implementation of the Naspers Capitalisation Issue and the
Naspers Share Consolidation in accordance with the JSE Listings Requirements.
Shareholders are advised to read the Circular (available on Naspers's
website www.naspers.com), in conjunction with the Declaration
Announcement and this finalisation announcement, which contains the
terms and conditions of the Proposed Transaction, with care and in full.
2. SHARE CAPITAL IMPACT OF THE NASPERS CAPITALISATION ISSUE AND
THE NASPERS SHARE CONSOLIDATION
As outlined in the Declaration Announcement, the Naspers Share Consolidation will
be implemented contemporaneously with, but immediately after, the Naspers
Capitalisation Issue, in terms of which the number of Naspers A Ordinary Shares
and Naspers N Ordinary Shares (authorised and in issue) that will be issued to
Shareholders in accordance with the Entitlement Ratio of 4,999:1 for each Naspers
Share held as at the Transaction Record Date, shall reduce commensurately
immediately after the Naspers Capitalisation Issue becomes effective in accordance
with the Naspers Share Consolidation Ratio of 1:5 000 for each Naspers Share held
as at the Transaction Record Date. The effect of this is that the number of Naspers
Shares held by Shareholders on the Transaction Record Date will remain unchanged
upon the implementation of the Naspers Capitalisation Issue and the Naspers Share
Consolidation.
Shareholders are hereby advised that the final position of the authorised and issued
share capital of Naspers after the Naspers Capitalisation Issue and the Naspers
Share Consolidation, is expected to be as follows:
Naspers A Naspers N
Ordinary Shares Ordinary Shares
Authorised Naspers Shares prior to the 7 500 000 000 1 500 000 000 000
Naspers Capitalisation Issue and the
Naspers Share Consolidation
Total issued Naspers Shares prior to the 961 193 404 791 921
Naspers Capitalisation Issue and the
Naspers Share Consolidation
Authorised immediately after the 1 500 000 300 000 000
Naspers Share Consolidation and the
Naspers Capitalisation Issue
Total issued immediately after the 961 193 187 282 727
Naspers Share Consolidation and the
Naspers Capitalisation Issue (1)
Note:
(1) Please note that the final position of the issued Naspers N Ordinary Shares takes into
account 30 719 137 Naspers N Ordinary Shares held by MIH Treasury Services
pursuant to the Repurchase Programme, that will be distributed by MIH Treasury
Services to Naspers and cancelled pursuant to the MTS Distribution, prior to the
implementation of the Naspers Capitalisation Issue.
The holders of the Naspers ADS (Naspers ADS Holders) are reminded that the
effect of the contemporaneous implementation of the Naspers Capitalisation Issue
and the Naspers Share Consolidation will be that Naspers ADS Holders will continue
to hold the same number of Naspers ADSs held on the Transaction Record Date
after implementation of the Naspers Capitalisation Issue and the Naspers Share
Consolidation.
The Naspers ADS facility will continue to operate in the same manner and with the
same number of Naspers ADSs issued to the Naspers ADS Holders. The Naspers
Capitalisation Issue will not change the rights of the Naspers ADS Holders under
the Naspers Deposit Agreement.
The Naspers ADS Holders will continue to the exercise their rights with respect to
the Naspers N Ordinary Shares underlying the Naspers ADSs in accordance with
the Naspers Deposit Agreement
3. TRADING IN THE NEW NASPERS N ORDINARY SHARES PURSUANT TO THE
NASPERS CAPITALISATION ISSUE AND THE NASPERS SHARE
CONSOLIDATION
The JSE Limited has granted approval for the listing of the new Naspers N Ordinary
Shares pursuant to the Proposed Transaction. The Naspers N Ordinary Shares to
be issued to Naspers N Shareholders pursuant to the Proposed Transaction will
trade on the JSE as follows with effect from Wednesday, 13 September 2023:
ISIN: ZAE000325783
JSE Share Code: NPN
JSE Share Name: Naspers Ltd -N-
4. SALIENT DATES OF THE NASPERS CAPITALISATION ISSUE AND THE
NASPERS SHARE CONSOLIDATION
The final salient dates and times for the Naspers Capitalisation Issue and the
Naspers Share Consolidation remain as set out in the Declaration Announcement,
and are repeated below for ease of reference:
(2023)
Last day to trade in Naspers N Ordinary Shares prior Tuesday, 12 September
to the Naspers Capitalisation Issue and Naspers
Share Consolidation, on
Naspers N Ordinary Shares trade “ex” the Wednesday, 13
entitlement to the Naspers Capitalisation Issue and September
Naspers Share Consolidation, on
Date when listing and trading in Naspers N Ordinary Wednesday, 13
Shares under the new ISIN ZAE000325783 pursuant September
to the Naspers Share Consolidation commences
(refer to note 3 below), on
Record date for the Naspers Capitalisation Issue and Friday, 15 September
Naspers Share Consolidation (Transaction Record
Date) (refer to note 5 below), on
Date when the Naspers Capitalisation Issue becomes Monday, 18 September
effective and is implemented contemporaneously
with the Naspers Share Consolidation, on
Custodian accounts of Shareholders to be updated Monday, 18 September
with their entitlement under the Naspers
Capitalisation Issue (taking into account the Naspers
Share Consolidation), on
Dispatch of certificates of new Naspers Shares to Monday, 18 September
Certificated Shareholders pursuant the Naspers
Capitalisation Issue (taking into account the Naspers
Share Consolidation), to take place on
Notes:
1. Only whole numbers of Naspers N Ordinary Shares will be issued under the
Naspers Capitalisation Issue and the Naspers Share Consolidation, therefore no
fractional entitlements to Naspers N Ordinary Shares will arise in respect of
Naspers Free-Float Shareholders pursuant to the Naspers N Share Capitalisation
Issue and Naspers Share Consolidation.
2. There will be no rematerialisation or dematerialisation between Wednesday,
13 September 2023 and Friday, 15 September 2023, both days inclusive, as the
Naspers Register will be closed for this period.
3. Shareholders should note that trading in Naspers N Ordinary Shares under the
current ISIN ZAE000015889 will not be permitted from Wednesday, 13 September
2023.
4. The Circular which sets out the full details of the Proposed Transaction and
containing a Form of Surrender (in respect of the Naspers Share Consolidation)
was distributed to Shareholders on Wednesday, 26 July 2023, and is available on
Naspers’s website at www.naspers.com.
5. Certificated Shareholders who do not complete and return the Form of Surrender
by 12:00 on the Transaction Record Date will have their new Naspers N Ordinary
Shares credited to the Transfer Secretaries sub-account pending receipt of their
Documents of Title and details of their CSDP or Broker account. Such Shareholders
will be required to return their share certificates to the Transfer Secretaries
together with certified copies of identity documents, if in own name, or if
otherwise, certified copies of company/trust documents. The Transfer Secretaries
will, within five business days after receipt thereof credit the new Naspers N
Ordinary Shares to the CSDP or Broker account of the Shareholder.
6. Shareholders should note that the sale of the residual holding of Naspers N
Ordinary Shares held by Prosus, pursuant to the Prosus Disposal, will be
implemented from Monday, 18 September 2023, pursuant to which the Cross-
Holding Structure will be removed and the Cross-Holding Agreement will be
terminated in accordance with its terms.
7. All dates and times indicated above are South African Standard Time, unless
otherwise specified.
5. UPDATE ON THE REPURCHASE PROGRAMME
As outlined in the Declaration Announcement, the Repurchase Programme has been
temporarily suspended from Wednesday, 30 August 2023, in order to allow for an
efficient and effective implementation of the Proposed Transaction.
Shareholders are hereby advised that the repurchase of Naspers N Ordinary Shares
under the Repurchase Programme will resume from Tuesday, 19 September 2023,
following the expected implementation of the Proposed Transaction.
Shareholders will continue to be provided weekly updates on the Repurchase
Programme by means of press releases and announcements on SENS and on the
Naspers website (www.naspers.com).
Cape Town, South Africa
4 September 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.
Disclaimers
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 contem plated 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.
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). 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.
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.
Shareholders are advised to read the Circular and the Notice of Annual General Meeting (available
on Naspers's website www.naspers.com), which contains the terms and conditions of the Proposed
Transaction in relation to Naspers, with care and in full.
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 forwar d-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 do 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.
