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Results of elections under the Capitalisation Issue and issued share capital
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE ANY
FURTHER ACTION.
RESULTS OF ELECTIONS UNDER THE CAPITALISATION ISSUE AND ISSUED SHARE CAPITAL
Shareholders are referred to the announcement published by the Company on Friday 19 July 2019
in relation to, amongst other things, the posting of a circular relating to the Capitalisation Issue
(the Circular).
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the Circular.
Shareholders are hereby advised that the Capitalisation Issue and the Naspers A Share
Capitalisation Issue were implemented today, 16 September 2019. The Prosus A Share
Distribution is expected to be implemented tomorrow, 17 September 2019. Pursuant to
Shareholder Elections under the Naspers N Share Capitalisation Issue, the following shares were
issued by Naspers and Prosus, respectively, in terms of the Capitalisation Issue and Naspers A
Share Capitalisation Issue today, Monday, 16 September 2019 so that the issued share capital of
each of Naspers and Prosus, respectively, is as set out below:
Naspers*
Class of Naspers Shares Number of shares issued on Total issued shares as at
16 September 2019 16 September 2019
Naspers M Ordinary Shares 422,402,058 0^
Naspers N Ordinary Shares 6,011,704 444,667,763
Naspers A Ordinary Shares 54,065 961,193
*All Shareholders that have made an Election in terms of the Naspers N Share Capitalisation Issue received
Naspers N Ordinary Shares in accordance with their entitlements.
^As set out in the Circular, all of the Naspers M Ordinary Shares automatically contributed to Prosus as part of
the implementation of the Naspers M Share Capitalisation Issue have been antecedently distributed to
Naspers resulting in the Naspers M Ordinary Shares forming part of the authorised but unissued share capital
of Naspers.
Prosus
Class of Prosus Shares Number of shares issued on Total issued shares as at 16
16 September 2019 September 2019
Prosus N Ordinary Shares 438,656,059^^ 1,624,652,070
Prosus A1 Ordinary Shares# 1,059,213^^^ 3,511,818
#The Prosus A Share Distribution is expected to occur on Tuesday, 17 September 2019.
^^ 422,402,058 Prosus N Ordinary Shares were issued to Naspers N Shareholders participating in the
Naspers M Share Capitalisation Issue and 16,254,001 Prosus N Ordinary Shares were issued to MIH
Holdings (Pty) Limited on the basis set out in the Circular.
^^^ All additional Prosus A1 Ordinary Shares were issued to MIH Holdings (Pty) Ltd on the basis set out in the
Circular, and all Prosus A1 Ordinary Shares will be distributed by Naspers to holders of Naspers A Ordinary
Shares on the Record Date, in terms of the Prosus A Share Distribution.
Following implementation of the Capitalisation Issue, Naspers holds 1,202,250,012 Prosus N
Ordinary Shares, constituting 74% of the issued Prosus N Ordinary Shares, with the remaining
26% of the issued Prosus N Ordinary Shares being free float.
The Prosus N Ordinary Shares were admitted to listing and trading on Euronext Amsterdam under
the symbol "PRX", and, as a secondary listing, on the Main Board of the JSE, under the
abbreviated name "Prosus" and the symbol "PRX" in the "Technology—Internet" sector, on
Wednesday, 11 September 2019. The Prosus N Ordinary Shares' International Security
Identification Number (ISIN) is NL0013654783.
Cape Town, South Africa
16 September 2019
Sponsor
Investec Bank Limited
South African Legal Adviser (Lead) South African Legal Adviser
Webber Wentzel Glyn Marais Inc.
Dutch and US Legal Adviser Dutch and US Legal Adviser to Financial
Allen & Overy LLP Advisers
Linklaters LLP
Joint Financial Advisers Other Financial Advisers
Goldman Sachs International Banca IMI S.p.A.
J.P. Morgan Securities plc Bank of America Merrill Lynch International
DAC, Amsterdam Branch
Morgan Stanley & Co. International plc Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
ICBC Standard Bank plc
ING Bank N.V.
Naspers ADS Depositary Naspers Transfer Secretary
The Bank of New York Mellon Link Market Services Proprietary Limited
DISCLAIMER
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, Naspers disclaims any responsibility
or liability for the violation of such requirements by any person. Notices for investors located in, or
resident of, certain jurisdictions are set out in the Circular and the Prospectus. The Naspers Shares
and the Prosus Shares have not been, and will not be, registered under the U.S. Securities Act of
1933 or the securities laws of any state of the United States.
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 Naspers Shares or Prosus 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 includes 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 this announcement whether as a result of new
information, future developments or otherwise. Shareholders are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date they are made.
Each of the financial advisers, the Naspers Transfer Secretary and the Sponsor is acting
exclusively for Naspers and/or Prosus and no one else in connection with the Transaction. None of
them will regard any other person (whether or not a recipient of this announcement, the Circular
and/or the Prospectus) as their respective client in relation to the Proposed Transaction and will not
be responsible to anyone other than the Naspers and/or Prosus for providing the protections
afforded to their respective clients or for giving advice in relation to, respectively, the Proposed
Transaction or any transaction or arrangement referred to herein.
Date: 16/09/2019 10:45:00
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