Wrap Text
Changes to Directors' Interests
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, DIRECTLY OR INDIRECTLY,
IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS
ANNOUNCEMENT.
CHANGES TO DIRECTORS' INTERESTS
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following
information is disclosed:
Director: Ben van der Ross
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 1 632
Value: R4 581 318, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Ben van der Ross's participation
in the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Ben van der Ross
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 525
Value: R1 473 770, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from a trust associated to Ben van
der Ross's participation in the Exchange Offer.
Nature of interest: Indirect beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Hendrik du Toit
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 2 247
Value: R6 307 733, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Hendrik du Toit's participation
in the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Cobus Stofberg
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 117 324
Value: R329 349 586, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Cobus Stofberg's participation
in the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Steve Pacak
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 202 649
Value: R568 872 220, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Steve Pacak's participation in
the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Steve Pacak
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 51 200
Value: R143 727 616, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from a trust associated with Steve
Pacak's participation in the Exchange Offer.
Nature of interest: Indirect beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Koos Bekker
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders
("Exchange Offer")
Price at which share options
were offered: N/A
Number of shares: 3 000 804
Value: R8 423 796 973, having been determined using the
closing price of Naspers N shares as at Friday, 13 August
2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from a trust associated with Koos
Bekker's participation in the Exchange Offer.
Nature of interest: Indirect beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Basil Sgourdos
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 20 789
Value: R58 358 465, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Basil Sgourdos's participation in
the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Mark Sorour
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 796
Value: R2 234 515, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Mark Sorour's participation in
the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Director: Bob van Dijk
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 33 158
Value: R93 080 474, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Bob van Dijk's participation in
the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Company secretary of a
major subsidiary: Gillian Kisbey-Green
Transaction date: 16 August 2021
On/Off market: Off market tender pursuant to the voluntary exchange offer
made by Prosus N.V. to Naspers shareholders ("Exchange
Offer")
Price at which share options
were offered: N/A
Number of shares: 12 228
Value: R34 326 197, having been determined using the closing
price of Naspers N shares as at Friday, 13 August 2021.
Class of shares: Naspers N ordinary shares
Nature of transaction: The dealing followed from Bob van Dijk's participation in
the Exchange Offer.
Nature of interest: Direct beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of
the JSE Listings Requirements
Cape Town
20 August 2021
JSE sponsor
Investec Bank Limited
For more information contact:
Sarah Ryan, International Media Eoin Ryan, Head of Investor
Relations Relations
Tel: + 31 6 29721038 Tel: +1 347-210-4305
Shamiela Letsoalo, South Africa Media
Relations
Tel: + 27 78 802 6310
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the
largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with
long-term growth potential, building leading consumer internet companies that empower people and enrich
communities. Prosus has a listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock
Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its
internet and ecommerce companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader,
Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.
Naspers is also focused on stimulating South Africa’s local tech sector through?Naspers Foundry. This is a R1.4 billion
investment targeting early stage technology companies in South Africa that seek to address big societal needs. To
help address youth unemployment in impoverished communities, in 2019, Naspers launched?Naspers Labs, a social
impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban
settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.
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.
Disclaimers
This announcement is for information purposes only and is not an offer to sell or the solicitation of an offer to buy
securities 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.
There will be no public offer of any securities in the United States. 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 will not be offered or sold, directly or indirectly, in or into the United States or to, or for the account or benefit
of, any “U.S. person” 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.
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 requiring publication of a prospectus in
any Relevant Member State. As a result, this announcement and any offer if made subsequently is directed exclusively
at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”). 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.
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).
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment
or investment activity to which this announcement relates is available only to, and will be engaged in only with,
qualified investors (as defined under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018) who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to as “relevant persons”). Persons who are not
relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
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
disclaims any responsibility or liability for the violation of such requirements by any person.
It is the responsibility of each person (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.
Any financial adviser of Prosus acts exclusively for Prosus and no one else. No financial adviser will regard any other
person as its client and will not be responsible to anyone other than Prosus for providing the protections afforded to
its client nor for giving advice in relation to any other transaction or arrangement referred to in this announcement.
No representation or warranty, express or implied, is made or given, and no responsibility is accepted, by or on
behalf of any financial adviser or any of its affiliates or any of its respective directors, officers or employees or any
other person, as to the accuracy, completeness, fairness or verification of the information or opinions contained this
announcement and nothing contained in this announcement is, or shall be relied upon as, a promise or representation
by any financial adviser or any of their respective affiliates as to the past or future. Accordingly, any financial advisers
and its affiliates and respective directors, officers and employees 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.
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 Exchange Offer and/or the benefits of the Exchange Offer. 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 Exchange Offer and/or the benefits of the Exchange Offer,
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 cautions 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 believes them to
be reasonable, are inherently uncertain and may not eventuate or eventuate in the manner Prosus expects. 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 or not currently considered material by Prosus.
Investors 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 has 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 reviewed nor reported on by Prosus's external auditor or any other expert.
Date: 20-08-2021 05:45:00
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