Naspers Limited (JSE: NPN; LSE: NPSN) today published a circular
convening the Extraordinary General Meeting (EGM) for shareholders
to vote on the resolution to proceed with its intention to list its
international internet assets as Prosus on Euronext Amsterdam as
well as a secondary, inward listing on the JSE. The EGM will be
held on Friday 23 August 2019, in Cape Town, South Africa
immediately following the Naspers AGM, which commences at
11:15am.
Naspers plans to list Prosus on Euronext Amsterdam along with a
secondary, inward listing on the Johannesburg Stock Exchange (JSE)
in South Africa on Wednesday 11 September 2019. Naspers expects to
own at least 73% of Prosus and the free float is expected to be up
to 27%, created by Naspers through a capitalisation issue of Prosus
shares to Naspers shareholders (as described below).
Prosus will be a global consumer internet group and one of the
largest technology investors in the world, and is likely to become
Europe’s largest listed consumer internet company by asset value.
Prosus will comprise all of Naspers’s internet interests outside of
South Africa, including its companies and investments in the online
classifieds, payments and fintech, food delivery, etail, travel,
education, and social and internet platforms sectors, among others.
These assets are some of the world’s leading and fastest-growing
internet brands, such as Mail.ru, OLX, Avito, letgo, PayU, Tencent,
iFood, Swiggy, DeliveryHero, Udemy, eMAG, and MakeMyTrip¹. Prosus
will be a strategic investor and operator, aiming to build leading
technology companies that improve people’s daily lives in
high-growth markets.
The listing of Prosus on Euronext Amsterdam is expected to
reduce significant structural barriers for shareholder ownership of
Naspers, and represents another major step by management to pursue
continued growth, helping to maximise shareholder value over time.
This action follows the unbundling of MultiChoice Group in March,
which unlocked approximately US$3.5 billion for Naspers
shareholders.
Bob van Dijk, Group CEO, Naspers, said: “Following the
delay to the original timing, I am pleased that the listing of
Prosus is on track to be completed in September. It’s a significant
step for Naspers and will present a new opportunity for global
internet investors to access our unique portfolio of international
internet assets, with incremental investment creating a strong
platform for our future growth ambitions. At the same time, the
listing is designed to reduce our weighting on the JSE, which will
address unhelpful market dynamics for our shareholders. We
therefore believe the listing will help us maximise shareholder
value over time.”
After the listing of Prosus on
Euronext Amsterdam, Naspers will remain the largest South African
company listed on the JSE by market capitalisation, and will
continue to invest in South Africa. Naspers is one of the foremost
investors in the South African technology sector and is committed
to building its existing internet and ecommerce companies in the
country, as well as stimulating the local tech start-up sector
through Naspers Foundry. This is a R1.4 billion investment
commitment targeting technology start-ups in South Africa that seek
to address big societal needs. This is in addition to the
commitment Naspers made in October 2018 at the inaugural South
Africa Investment Conference to inject a further R3.2 billion into
its existing South African businesses, which is already underway.
On Thursday 20 June this year, Naspers Foundry announced its first
investment of R30 million in South African tech start-up,
SweepSouth.
Mechanics of the Capitalisation
Issue Naspers N shareholders will be issued with newly-created
Naspers M Ordinary Shares, which, post-listing, will be exchanged
for Prosus Shares. Naspers N shareholders can elect to be issued
with additional Naspers N Ordinary Shares instead of receiving
Prosus Shares. Full details of the capitalisation issue are
included in the EGM circular, which can be accessed at
www.prosus.com
Naspers Board Recommendation The Naspers Board is fully
supportive of the proposed transaction and believes forming and
listing Prosus on Euronext Amsterdam, with a secondary, inward
listing on the JSE, will provide a strong platform to attract
incremental investor capital, which is well-aligned to Naspers’
growth goals. The Board recommends that all shareholders vote in
favour of the resolution to be proposed at the EGM, and each of the
Directors intends to vote all of their shares as such.
The listing of Prosus is subject to the requisite regulatory and
shareholder approvals being obtained and listing and trading is
expected to commence on both Euronext Amsterdam and the JSE on
Wednesday 11 September 2019.
Please visit www.prosus.com for all information relating to the
proposed transaction, including the EGM circular.
- ENDS -
About Naspers
Naspers is a global consumer internet group and one of the
largest technology investors in the world. Operating and investing
in countries and markets across the world with long-term growth
potential, Naspers builds leading companies that empower people and
enrich communities. The group operates and partners a number of
leading internet businesses across Central and Eastern Europe,
Africa, the Americas and Asia in sectors including online
classifieds, payments and fintech, food delivery, travel,
education, health, and social and internet platforms.
Every day, millions of people use the products and services of
companies that Naspers has invested in, acquired or built,
including Avito, Brainly, BYJU’S, Codecademy, eMAG, Honor, ibibo,
iFood, letgo, Media24, Movile, OLX, PayU, SimilarWeb, Swiggy,
Takealot, and Udemy.
Similarly, hundreds of millions of people have made the
platforms of its associates a part of their daily lives: Tencent
(www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE:
MAIL), MakeMyTrip Limited¹ (www.makemytrip.com; NASDAQ:MMYT) and
DeliveryHero (www.deliveryhero.com; Xetra: DHER)
Today, Naspers companies and associates help improve the lives
of around a fifth of the world’s population. Naspers actively
searches for new opportunities to partner exceptional entrepreneurs
who are using technology to address big societal needs.
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 has an ADR listing on the London Stock Exchange
(LSE: NPSN).
For more information, please visit www.naspers.com
¹ In April 2019, Naspers announced an exchange of its
interest in MakeMyTrip Limited (“MakeMyTrip”) (NASDAQ:MMYT) for a
5.6% stake in Ctrip.com International Limited (“Ctrip”)
(NASDAQ:CTRP), a well-known provider of online travel and related
services headquartered in China. The transaction is subject to
customary closing conditions, including obtaining the requisite
regulatory approvals, and is expected to close in the second half
of 2019.
Disclaimer
These materials are for information purposes only and are not
intended to constitute, and should not be construed as, an offer to
sell or a solicitation of any offer to buy or subscribe for any
securities of Naspers or Prosus (the “Securities”). The
Securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the
“Securities Act”), and will not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
In connection with its proposed admission to listing and trading
on Euronext Amsterdam and the JSE, Prosus will prepare a prospectus
in due course, which will be made available at www.prosus.com.
These materials include forward-looking statements, which are based
on current expectations and projections about future events.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect Naspers'
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions. Naspers expressly disclaims any obligation or
undertaking to update, review or revise any forward looking
statement contained in these materials whether as a result of new
information, future developments or otherwise. You are cautioned
not to place undue reliance on forward-looking statements, which
speak only as of the date they are made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190719005145/en/
SOUTH AFRICA MEDIA Shamiela Letsoalo, Media Relations
Director +27 78 802 6310 shamiela.letsoalo@naspers.com
INTERNATIONAL MEDIA Sarah Ryan, Media Relations
Director +31 629 721038 sarah.ryan@naspers.com
INVESTORS Eoin Ryan, Head of Investor Relations +1
347-210-4305 eoin.ryan@naspers.com
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