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NASPERS LIMITED - Naspers Limited launches the sale of c. 22 million N ordinary shares of Prosus N.V through an accelerated bookbuild

Release Date: 22/01/2020 07:05
Code(s): NPN     PDF:  
 
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Naspers Limited launches the  sale of c. 22 million N ordinary shares of Prosus N.V through an accelerated bookbuild

Naspers Limited
(Incorporated in the Republic of South Africa)
Registration number: 1925/001431/06
JSE share code: NPN
ISIN: ZAE000015889
LSE ADS share code: NPSN
ISIN: US6315121003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.


NASPERS LIMITED LAUNCHES THE SALE OF C. 22 MILLION N ORDINARY SHARES OF
PROSUS N.V. THROUGH AN ACCELERATED BOOKBUILD OFFERING TO
INSTITUTIONAL INVESTORS


Naspers Limited ("Naspers") has launched the sale of c. 22 million N ordinary shares (the
"Prosus N Ordinary Shares") in Prosus N.V. ("Prosus"), corresponding to c. 1.4% of the
issued Prosus N Ordinary Shares, through an accelerated bookbuild offering to institutional
investors (the "Placing").

BACKGROUND

On 11 September 2019, Naspers listed its international internet assets on Euronext
Amsterdam under Prosus. These assets comprise its international internet interests outside of
South Africa, including operations and investments in online classifieds, food delivery,
payments and fintech, etail, education, and social and internet platforms. Prosus also has a
secondary, inward listing on the Johannesburg Stock Exchange in South Africa. Prosus is
73.8% owned by Naspers, with a free float of 26.2%. As Europe’s largest listed consumer
internet company by asset value, Prosus gives global internet investors direct access to
Naspers's portfolio of international internet assets through exposure to China, India and other
high-growth markets, as well as to the global tech sector. At the time of the listing, around
US$16 billion of value was unlocked for Naspers's shareholders by reducing the discount to the
combined net asset value of Prosus and Naspers.

PLACING

In the months following the Admission, Naspers has seen significant interest in Prosus from
new investors, in particular European institutions and global technology investors. The Placing
will offer an opportunity to the broad investment community to get exposure to the largest
listed European consumer internet stock by asset value and thereby continue to broaden
Prosus’s shareholder base.

Accordingly, Naspers is offering approximately 22 million Prosus N Ordinary Shares for sale
corresponding to c. 1.4% of the issued Prosus N Ordinary Shares in the Placing. The Placing is
expected to increase Prosus's free-float from c. 26.2% to c. 27.5% with Naspers expected to
hold c. 72.5% of the issued Prosus ordinary shares after the completion of the Placing
(assuming all the Prosus N Ordinary Shares offered in the Placing are placed).

                                                                                             
Institutional investors participating in the Placing will receive Prosus N Ordinary Shares trading
on Euronext Amsterdam in Euro.

The bookbuild will commence immediately following this announcement and Naspers reserves
the right to close the book at any time. Naspers will announce the outcome of the Placing upon
its completion.

As part of the Placing and in line with market practice for placements of this nature, Naspers
has agreed to a 90-day lock-up period with respect to its remaining interest in the Prosus N
Ordinary Shares, subject to customary exceptions and an ability to waive by the Joint Global
Coordinators.

None of the proceeds raised from the Placing will be received by Prosus, and all of the
proceeds received by Naspers, net of expenses and costs, will be repatriated to South Africa as
required by the South African Reserve Bank. Naspers intends to use these net proceeds over
time to return capital to Naspers shareholders in the form of a share repurchase programme.

Cape Town, South Africa
21 January 2020

JSE sponsor
Investec Bank Limited

Joint Global Coordinators and Joint Bookrunners
Citigroup Global Markets Limited
Goldman Sachs International
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc

Legal advisers to Naspers
Allen & Overy LLP (as to Dutch, English and U.S. law)
Webber Wentzel (as to South African law)

Legal adviser to the Joint Global Coordinators
Linklaters LLP (as to Dutch, English and U.S. law)

FOR MORE INFORMATION CONTACT:

Media
Shamiela Letsoalo, Media Relations Director
+27 78 802 6310
shamiela.letsoalo@naspers.com

Investors
Eoin Ryan, Head of Investor Relations
+1 347-210-4305
eoin.ryan@naspers.com

IMPORTANT REGULATORY NOTICE

Shareholders and potential investors should note that Naspers reserves the right not proceed
with the Placing and, as such, the Placing may or may not proceed.

This announcement is not for publication, distribution or release, directly or indirectly, in or
into the United States of America ("United States" or "U.S.") (including its territories and                                                                                                
possessions, any state of the United States and the District of Columbia), or to U.S. persons as
defined in Regulation S under the Securities Act (as defined below), or into Canada, Australia
or Japan or any other jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein 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 or to U.S. persons as defined in Regulation S
under the Securities Act except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. Any offer or sale of the securities
referred to herein in the United States will be made only to persons who are both “qualified
institutional buyers” as defined in Rule 144A under the Securities Act and “qualified
purchasers” as defined in the U.S. Investment Company Act of 1940, as amended. Neither this
document nor the information contained herein constitutes or forms part of an offer to sell, or
the solicitation of an offer to buy, securities in the United States. There will be no public offer
of any securities in the United States or in any other jurisdiction.

In relation to each Member State of the European Economic Area (each a "Member State"),
no Prosus N Ordinary Shares have been offered or will be offered pursuant to the Placing to
the public in that Member State, except that offers of Prosus N Ordinary Shares may be made
to the public in that Member State at any time under the following exemptions under the
Prospectus Regulation: (a) to any legal entity which is a "qualified investor" as defined under
the Prospectus Regulation (a "Qualified Investor"); (b) to fewer than 150 natural or legal
persons (other than Qualified Investors); or (c) in any other circumstances falling within
Article 1(4) of the Prospectus Regulation, provided that no such offer of Prosus N Ordinary
Shares shall require Naspers, Prosus or any Joint Global Coordinator to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression an
"offer to the public" in relation to any Prosus N Ordinary Shares in any Member State means
the communication in any form and by any means of sufficient information on the terms of the
offer and any Prosus N Ordinary Shares to be offered so as to enable an investor to decide to
purchase or subscribe for any Prosus N Ordinary Shares, and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom, this announcement is being distributed exclusively to, and is directed
exclusively at Qualified Investors who are also: (i) persons having professional experience in
matters relating to investments falling within the definition of “investment professionals” in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) persons who are high net worth bodies corporate,
unincorporated associations and partnerships and the trustees of high value trusts, as
described in Article 49(2)(A) to (D) of the Order; or (iii) persons to whom it may otherwise be
lawful to distribute it.

In South Africa, the Placing will only be made by way of separate private placements to: (i)
selected persons falling within one of the specified categories listed in Section 96(1)(a) of the
South African Companies Act, 71 of 2008, as amended (the "South African Companies
Act"); and (ii) selected persons, acting as principal, acquiring Prosus N Ordinary Shares for a
total acquisition cost of R1,000,000 or more, as contemplated in Section 96(1)(b) of the South
African Companies ("South African Qualifying Investors"). This announcement is only
being made available to such South African Qualifying Investors. Accordingly: (i) the Placing is
not an offer to the public as contemplated in the South African Companies Act; (ii) this
announcement does not, nor does it intend to, constitute a "registered prospectus" or
                                                                                                 
"advertisement", as contemplated by the South African Companies Act; and (iii) no prospectus
has been filed with the South African Companies and Intellectual Property Commission
("CIPC") in respect of the Placing. As a result, this announcement does not comply with the
substance and form requirements for a prospectus set out in the South African Companies Act
and the South African Companies Regulations of 2011, and has not been approved by, and/or
registered with, CIPC. 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, (the "South African FAIS Act") and
should not be construed as an express or implied recommendation, guide or proposal that any
particular transaction in respect of the Naspers N Ordinary Shares or the Prosus N Ordinary
Shares or in relation to the business or future investments of Naspers or Prosus is appropriate
to the particular investment objectives, financial situations or needs of a prospective investor,
and nothing in this announcement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa. Neither Naspers nor Prosus is a
financial services provider licensed as such under the South African FAIS Act.

This announcement is not an offer of securities or investments for sale, nor a solicitation of an
offer to buy, securities or investments in any jurisdiction where such offer or solicitation would
be unlawful. No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions. No prospectus under the
Prospectus Regulation is required in respect of the Placing and no prospectus, offering circular
or similar document will be prepared.

In connection with the Placing, each of the Joint Global Coordinators and any of their affiliates
acting as an investor for their own account may take up as a proprietary position any Prosus N
Ordinary Shares and in that capacity may retain, purchase or sell for their own account such
Prosus N Ordinary Shares and other securities of Prosus or related investments in connection
with the Placing or otherwise. In addition, each of the Joint Global Coordinators or their
affiliates may enter into financing arrangements (including swaps or contracts for difference)
with investors in connection with each of the Joint Global Coordinators and any of their
affiliates may from time to time acquire, hold or dispose of Prosus N Ordinary Shares. None of
the Joint Global Coordinators or their affiliates intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or regulatory obligation
to do so.

Each Joint Global Coordinator is acting on behalf of Naspers and no one else in connection with
the Placing. They will not regard any other person as their client in relation to the Placing and
will not be responsible to anyone other than Naspers for providing the protections afforded to
their respective clients nor for providing advice in relation to the Placing, the contents of this
announcement or any transaction, arrangement or other matter referred to herein. None of the
Joint Global Coordinators or any of their respective subsidiary undertakings, affiliates or any of
their respective directors, officers, employees, advisers, agents, alliance partners or any other
entity or person accepts any responsibility or liability whatsoever for, or makes any
representation, warranty or undertaking, express or implied, as to the truth, accuracy,
completeness or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information relating to
Prosus, its subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or otherwise arising in connection
therewith. Accordingly, the Joint Global Coordinators disclaim, to the fullest extent permitted
by applicable law, all and any liability, whether arising in tort or contract or that they might
otherwise be found to have in respect of this announcement and/or any such statement.

                                                                                                
The information contained in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. This announcement does not
purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the Prosus N Ordinary Shares. Any investment decision in connection with the
Prosus N Ordinary Shares must be made solely on the basis of all publicly available information
relating to the Prosus N Ordinary Shares (which has not been independently verified by the
Joint Global Coordinators).

The price of the Prosus N Ordinary Shares and the income from them may go down as well as
up and investors may not get back the full amount invested on disposal of the Prosus N
Ordinary Shares. Past performance is no guide to future performance and persons who require
advice should consult an independent financial adviser.

This announcement includes statements that are, or may be deemed to be, forward-looking
statements. These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their
negative or other variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking statements include all
matters that are not historical facts. Any forward-looking statements are subject to risks
relating to future events and assumptions relating to Naspers's or Prosus's business, in
particular from changes in political conditions, economic conditions or evolving business
strategy. No assurances can be given that the forward-looking statements in this document
will be realised. As a result, no undue reliance should be placed on these forward-looking
statements as a prediction of actual results or otherwise. Each of Naspers, Prosus, the Joint
Global Coordinators and their respective affiliates 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.




                                                                                              

Date: 22-01-2020 07:05:00
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