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Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)
IMPLEMENTATION OF THE PROSUS CAPITALISATION ISSUE
Capitalised terms not defined in this announcement shall have the meaning given to such
terms in the circular posted to shareholders of Prosus (Shareholders) together with the
notice convening the 2023 annual general meeting of Shareholders on Wednesday,
12 July 2023 (the Circular).
1. INTRODUCTION
Shareholders are referred to the declaration announcement published by Prosus on
Friday, 25 August 2023 (Declaration Announcement), and the finalisation
announcement published by Prosus on Monday, 4 September 2023 (Finalisation
Announcement), regarding the Prosus Capitalisation Issue in connection with the
removal of the Cross-Holding Structure pursuant to the Proposed Transaction.
Shareholders are advised to read the Circular (available on Prosus’ website
www.prosus.com), in conjunction with the Declaration Announcement and the
Finalisation Announcement, which contains the terms and conditions of the Proposed
Transaction, with care and in full.
2. LISTING AND TRADING IN NEW PROSUS ORDINARY SHARES N
With effect from today, Monday, 18 September 2023, the new Prosus Ordinary Shares
N were admitted to listing and trading on Euronext Amsterdam, and on the Main Board
of the JSE and on A2X, as secondary listings.
Prosus Ordinary Shares N will continue trading on Euronext Amsterdam and, as
secondary listings, on the Main Board of the JSE and A2X, with ISIN NL0013654783
under the abbreviated name “Prosus” and the symbol / share code “PRX”.
3. IMPLEMENTATION OF THE PROSUS CAPITALISATION ISSUE
The Prosus Board is pleased to announce that, following the admission to listing and
trading of the new Prosus Ordinary Shares N, the Prosus Capitalisation Issue was
successfully implemented today, Monday, 18 September 2023, resulting in the
issuance of Prosus Shares in accordance with the entitlement ratios as outlined in the
Finalisation Announcement.
4. SETTLEMENT OF THE FRACTIONAL ENTITLEMENTS
As outlined in the Finalisation Announcement, where fractional entitlements to Prosus
Ordinary Shares N arose pursuant to the Prosus Capitalisation Issue, such fractions
were rounded down to the nearest whole number and any remaining fractional
entitlements to Prosus Ordinary Shares N were settled in cash for the Prosus Free-
Float Shareholders who held Prosus Ordinary Shares N on Euronext Amsterdam on the
Transaction Record Date (Euronext Free-Float Shareholders) and the Shareholders
who held Prosus Ordinary Shares N on the JSE and A2X on the Transaction Record
Date (JSE Free-Float Shareholders).
As outlined in the Finalisation Announcement, the relevant Euronext Free-Float
Shareholders were informed today, Monday, 18 September 2023, by their brokers or
nominees that the cash value payable to the relevant Euronext Free-Float
Shareholders in respect of any fractional entitlements is EUR 29.53 per Prosus Ordinary
Share N. Any such cash entitlement was paid today, Monday, 18 September 2023, to
the relevant Euronext Free-Float Shareholders into their custodian / brokerage
accounts or to a nominee account to be held on behalf and for the benefit of the
relevant Euronext Free-Float Shareholders.
As outlined in the fractional entitlement announcement published by Prosus on
Thursday, 14 September 2023, the cash value payable to the relevant JSE Free-Float
Shareholders in respect of any fractional entitlements is ZAR cents 53,761.55355 per
Prosus Ordinary Share N. Any such cash entitlement was paid today, Monday, 18
September 2023, to the relevant JSE Free-Float Shareholders into their custodian /
brokerage accounts or to a nominee account to be held on behalf and for the benefit
of the relevant JSE Free-Float Shareholders.
Prosus funded the cash payments as outlined above by selling the Prosus Ordinary
Shares N representing the aggregate fractional entitlements to Prosus Ordinary Shares
N in the market today, Monday, 18 September 2023, on behalf of the relevant Prosus
Free-Float Shareholders.
5. THE PROSUS DISPOSAL
As a result of the implementation of the Prosus Capitalisation Issue, the Naspers
Capitalisation Issue and the Naspers Share Consolidation, Prosus’ shareholding in
Naspers was diluted to a minimal level. Subsequently, Prosus sold all of these
remaining 43,510 Naspers N Ordinary Shares in the market today, Monday, 18
September 2023. When these sales settle in accordance with the customary JSE
settlement cycle, which is expected to take place on Thursday, 21 September 2023,
Prosus will no longer hold any Naspers N Ordinary Shares.
6. TERMINATION OF THE CROSS-HOLDING AGREEMENT
Effective upon settlement of the Prosus Disposal as outlined above, the Cross-Holding
Agreement will be terminated in accordance with its existing terms, as a result of which
the Cross-Holding Structure will have been fully removed.
7. AFM NOTIFICATIONS
Change in Prosus issued share capital
As a result of the implementation of the Prosus Capitalisation Issue, the issued share
capital of Prosus is today, Monday, 18 September 2023, as set out below:
Issued share capital
Prosus Ordinary Shares N 2,659,554,005 shares
Prosus Ordinary Shares A1 6,446,739 shares
Prosus Ordinary Shares B 2,869,537,584 shares
Treasury shares
Number of Prosus Ordinary Shares N held in 49,540,490 shares
treasury by Prosus
In accordance with applicable Dutch law, Prosus will notify the Dutch Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten (AFM)) without delay of the
change in its issued share capital in accordance with the table above.
For additional information in relation to the AFM disclosures on issued share capital,
please see the register on the AFM website:
https://www.afm.nl/en/sector/registers/meldingenregisters/geplaatst-kapitaal.
Change in Directors’ shareholdings
In accordance with applicable Dutch law, the Directors will notify the AFM without delay
of the changes in the Prosus Ordinary Shares N and the voting rights held by them as
a result of the implementation of the Prosus Capitalisation Issue. These notifications
are as follows:
Director Number of Number of votes Nature of Total number of
Prosus Ordinary interest Prosus Ordinary
Shares N Shares N (and
received votes) held
following Prosus
Capitalisation
Issue
Koos Bekker 10,632,689 10,632,689 Indirect 19,646,498
Hendrik Du Toit 6,028 6,028 Direct 11,139
Craig Enenstein 489 489 Indirect 904
Nolo Letele 3,071 3,071 Direct 5,675
Steve Pacak 543,690 543,690 Direct 1,004,601
Steve Pacak 817,564 817,564 Indirect 1,510,650
Director Number of Number of votes Nature of Total number of
Prosus Ordinary interest Prosus Ordinary
Shares N Shares N (and
received votes) held
following Prosus
Capitalisation
Issue
Basil Sgourdos 286,798 286,798 Indirect* 529,930
Mark Sorour 4,665 4,665 Direct 8,620
Mark Sorour 521 521 Indirect 963
Cobus Stofberg 490,673 490,673 Direct 906,639
Cobus Stofberg 167,371 167,371 Indirect 309,259
Bob van Dijk 619,430 619,430 Direct 1,144,549
Bob van Dijk** 331,704 331,704 Indirect* 612,905
* Prosus share options (SOs) that have been released (vested), but have not yet been
exercised, are included in this row: Bob van Dijk: 331,704; Basil Sgourdos: 44,039.
** Bob van Dijk resigned as a director of Prosus with effect from 18 September 2023.
Director Number of Number of votes Nature of Total number of
Prosus Ordinary interest Prosus Ordinary
Shares A1 Shares N (and
received votes) held
following Prosus
Capitalisation
Issue
Cobus Stofberg 361 361 Indirect 1,171
Steve Pacak*** 1,518 1,518 Indirect** 2,004
*** This row includes 1,301 Prosus Ordinary Shares A1 acquired by Steve Pacak’s
family trust (indirect) on Monday, 18 September 2023, outside of the Prosus
Capitalisation Issue.
For additional information in relation to the AFM disclosures on directors’
shareholdings, please see the registers on the AFM website:
https://www.afm.nl/en/sector/registers/meldingenregisters/bestuurders-
commissarissen.
8. CONTINUATION OF THE REPURCHASE PROGRAMME
Shareholders are hereby advised that the repurchase of Prosus Ordinary Shares N
under the Repurchase Programme was resumed from today, Monday, 18 September
2023, after the successful implementation of the Prosus Capitalisation Issue, the
Naspers Capitalisation Issue and the Naspers Share Consolidation, in accordance with
the general repurchase authority approved by Shareholders at the General Meeting.
Shareholders will continue to be provided weekly updates on the Repurchase
Programme by means of press releases and announcements on SENS and on the
Prosus website (www.prosus.com).
Amsterdam, the Netherlands
18 September 2023
JSE sponsor to Prosus
Investec Bank Limited
International Legal Advisor to Prosus
Allen & Overy LLP
Legal Advisor to Prosus
Webber Wentzel
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
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, 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, watchTowr, 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.
Disclaimer
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.
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.
Prosus shareholders are advised to read the Shareholder Circular and the notice of Annual General
Meeting (available of Prosus' website www.prosus.com), which contains the terms and conditions of the
Proposed Transaction, with care and in full. Any decision to approve the Proposed Transaction and/or
other matters dealt with herein should be made only on the basis of the information in the notice of
Annual General Meeting and the Shareholder Circular.
Requisite documentation will be issued by Naspers in respect of the Proposed Transaction insofar as it
relates to Naspers in due course, subject to applicable securities laws, on www.naspers.com.
Shareholders should have regard to such document in respect of the Proposed Transaction in relation
to Naspers.
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.
