Announcement in respect of the apportionment of expenditure and market value in respect of The Unbundling
(Incorporated in the Republic of South Africa)
(Registration number: 1925/001431/06)
Share code: NPN
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers" or the "Company")
ANNOUNCEMENT IN RESPECT OF THE APPORTIONMENT OF EXPENDITURE AND
MARKET VALUE IN RESPECT OF THE UNBUNDLING OF MULTICHOICE GROUP LIMITED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR
WOULD REQUIRE FURTHER ACTION FOR SUCH PURPOSE
Naspers "N" shareholders ("Naspers Shareholders") are referred to the announcements released
by Naspers on SENS on 21 January 2019 and 19 February 2019 regarding the proposed
unbundling by Naspers, by way of a distribution in specie, of 438 837 468 ordinary shares in the
issued share capital of MultiChoice Group Limited ("MultiChoice") held by Naspers (being 100% of
the issued share capital of MultiChoice) ("Unbundling") in the ratio of one ordinary share in the
issued share capital of MultiChoice ("MultiChoice Share") for every one Naspers "N" ordinary
share held at 17:00 on Friday, 1 March 2019, being the Unbundling Record Date, with the last
day to trade in Naspers "N" ordinary shares in order to participate in the Unbundling being
Tuesday, 26 February 2019 ("LDT Date").
Unless expressly defined, capitalised terms used in this announcement shall bear the same
meanings ascribed to them in the Naspers Unbundling Announcement.
As previously advised, the Unbundling will be implemented in terms of section 46 of the Companies
Act No.71 of 2008 and section 46 of the Income Tax Act No.58 of 1962 ("Income Tax Act"). The
purpose of this announcement is to notify Naspers Shareholders of the apportionment ratio to be
applied by Naspers "N" Shareholders in determining the portion of their existing expenditure and/or
market value (if relevant) in their Naspers shares to be allocated to the Unbundled MultiChoice
Shares whilst the balance will be reflected in respect of the retained Naspers "N" Shares.
2. Apportionment tax principles
Naspers Shareholders will have a combined expenditure in respect of Naspers "N" shares and the
MultiChoice Shares received pursuant to the Unbundling.
2.1 Naspers Shares held as trading stock
Any Naspers Shareholder holding Naspers shares as trading stock will be deemed to
acquire the MultiChoice Shares as trading stock. The combined expenditure (for the
purposes of income tax) of such Naspers shares and MultiChoice Shares will be the
amount originally taken into account by the Naspers Shareholder prior to the
Unbundling in respect of those Naspers shares, as contemplated in section 11(a),
section 22(1), or section 22(2) of the Income Tax Act.
The original expenditure incurred in respect of the "N" ordinary shares will be
apportioned between the MultiChoice Shares and the "N" ordinary shares by applying
the ratio that the market value of MultiChoice Shares bears to the sum of the market
value of the MultiChoice Shares and the "N" ordinary shares at the end of the
business day after the LDT Date, being determined with reference to Naspers and
MultiChoice closing share prices on the first business day after the LDT Date. This
ratio must be used in the determination of any profits or losses derived on any future
disposals of the MultiChoice Shares or Naspers "N" Shares.
The expenditure so allocated to the MultiChoice Shares will reduce the expenditure of
the Naspers Shares held, thus allocating the expenditure between the Naspers
Shares and the MultiChoice Shares.
2.2 Naspers Shares as capital assets
Any Naspers shareholder holding Naspers "N" shares as capital assets will be
deemed to acquire the MultiChoice Shares as capital assets. The original expenditure
incurred prior to the Unbundling in respect of the Naspers "N" shares, that is allowable
in terms of paragraph 20 of the Eighth Schedule to the Income Tax Act, and (where
applicable) the CGT valuation of the Naspers "N" shares, as contemplated in
paragraph 29 of the Eighth Schedule to the Income Tax Act, will be apportioned
between the MultiChoice Shares and the Naspers "N" Shares by applying the ratio
that the market value of MultiChoice Shares bears to the sum of the market values of
the MultiChoice Shares and Naspers "N" Shares at the end of the business day after
the LDT Date, being determined with reference to Naspers and MultiChoice closing
share prices on the first business day after the LDT Date.
This ratio must be used in the determination of the capital gain or loss derived on any
future disposals of the Unbundled MultiChoice Shares or Naspers shares.
The expenditure (and CGT valuation, where applicable) so allocated to the
MultiChoice Shares will reduce the expenditure (and CGT valuation, where applicable)
of the Naspers shares held, thus allocating this cost history between the Naspers
shares and the MultiChoice Shares.
The shareholders will be deemed to have acquired the Unbundled MultiChoice Shares
on the date on which the Naspers shares were originally acquired.
Naspers Shareholders are hereby advised to consult their own professional tax advisors should
they have any queries regarding the taxation consequences of the Unbundling and the calculation
of their costs.
3. Apportionment ratio
Naspers "N" Shareholders are hereby advised that the expenditure, in respect of their "N" shares,
as referred to above must be apportioned in the ratio of 96.6% to a Naspers "N" share held after
the Unbundling and 3.4% to a MultiChoice Share (Apportionment Ratio").
The Apportionment Ratio is based on the closing price of 301,700.00 South African cents per
Naspers "N" share and 10,610.00 South African cents per MultiChoice Share on Wednesday,
27 February 2019.
THIS ANNOUNCEMENT IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF THE TAX
IMPLICATIONS OF THE UNBUNDLING. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE
CONSIDERED TO BE, LEGAL OR TAX ADVICE. NASPERS SHAREHOLDERS ARE ADVISED
TO CONSULT THEIR OWN PROFESSIONAL TAX ADVISERS ON THE TAXATION
CONSEQUENCES OF THE UNBUNDLING IN BOTH SOUTH AFRICA AND THEIR
JURISDICTION OF RESIDENCE AND THE CALCULATION OF THEIR COSTS FOR TAX
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 may
come should inform themselves about, and observe, any such applicable restrictions or
requirements. Any failure to comply with such restrictions or requirements may constitute a
violation of the securities laws and regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, Naspers disclaims any responsibility or liability for the violation of such
restrictions or requirements by any person. This announcement has been prepared for the
purposes of complying with the JSE Listings Requirements and the information disclosed may not
be the same as that which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of those outlined above.
This announcement does not constitute an offer or form part of any offer or invitation to purchase,
subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any
securities including Unbundled MultiChoice Shares (whether pursuant to this announcement or
otherwise) in any jurisdiction, including an offer to the public or section of the public in any
jurisdiction. This announcement does not comprise a prospectus or a prospectus equivalent
announcement, nor does it constitute an advertisement of an offer as envisaged in the Companies
This announcement may include forward-looking statements including those about the Naspers
Group, the MultiChoice Group, their prospects and/or the Unbundling and/or the Listing, which are
based on current expectations and projections about future events. These statements may include,
without limitation, any statements preceded by, followed by or including words such as "target",
"believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can
have", "likely", "should", "would", "could" and other words and terms of similar meaning or the
negative thereof. These forward-looking statements are subject to risks, uncertainties and
assumptions including about the Naspers Group, the MultiChoice Group, the Unbundling and the
Listing. In the light of these risks, uncertainties and assumptions, the events in the forward-looking
statements may not occur or occur in the manner suggested by the forward-looking statement. No
representation or warranty is made that any forward-looking statement will come to pass and, in
particular, no representation or warranty is made that the Unbundling or the Listing will be
implemented (either wholly or in part). No one undertakes to publicly update or revise any such
forward-looking statement. The information contained in this announcement is provided as at the
date of this announcement and is subject to change without notice. Naspers and the MultiChoice
Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to
any forward-looking statements contained herein to reflect any change in its expectations with
regard thereto or any change in events, conditions or circumstances on which any of such
statements are based.
28 February 2019
Investec Bank Limited
Joint Financial Advisers
Citigroup Global Markets Limited
Morgan Stanley & Co International plc
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
the Americas, Africa, Central and Eastern Europe, and Asia in sectors including online classifieds, food delivery, payments,
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 Limited (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
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.
Date: 28/02/2019 12:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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