22 Mar 2018 08:45
Naspers Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1925/001431/06)
ISIN: ZAE000015889
JSE Share Code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US6315122092
("Naspers" or "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, CANADA OR JAPAN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES 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 IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH SHARES IN THE UNITED STATES. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Accelerated Offering of Tencent shares and Cautionary Announcement
Naspers announces its intention to sell up to 190 million Tencent Holdings Limited (Tencent) shares, equal to 2% of Tencent's total issued share capital (the Tencent Sale Shares), reducing its stake in Tencent from 33,2% to 31,2% (the Transaction).
The funds will be used to reinforce Naspers' balance sheet and will be invested over time to accelerate the growth of our classifieds, online food delivery and fintech businesses globally and to pursue other exciting growth opportunities when they arise.
The Company has not previously sold any Tencent shares since it invested in 2001. The Company considers Tencent to be one of the very best growth enterprises in any industry in the world, managed by an exceptionally able team. Tencent understands and supports the intention to sell. Naspers will not sell further Tencent shares for at least the next three years, in line with its long-term belief in Tencent's business.
The Tencent Sale Shares will be offered to institutional investors globally, subject to customary selling restrictions. Bank of America Merrill Lynch, Citigroup and Morgan Stanley have been appointed Joint Global-coordinators and Joint Book-runners to manage the transaction. Books are open now and are expected to close prior to the Hong Kong market opening. The Global Coordinators reserve the right to accelerate closing of the books.
Cautionary announcement
Shareholders of Naspers are advised that the Transaction, if successfully implemented, is likely to constitute a category 2 transaction in terms of the Listing Requirements of the JSE and may have a material effect on the price of Naspers' securities. Accordingly, Naspers shareholders are advised to exercise caution when dealing in the Company's securities until a further announcement is made.
Cape Town
22 March 2018
Sponsor: Investec Bank Limited
Joint Global-coordinator and Joint Book-runner: Bank of America Merrill Lynch
Joint Global-coordinator and Joint Book-runner: Citigroup
Joint Global-coordinator and Joint Book-runner: Morgan Stanley
South African Legal Advisors to the Company: Webber Wentzel
International Legal Advisors to the Company: Paul, Weiss, Rifkind, Wharton & Garrison LLP
International Legal Advisors to the Joint Global-coordinators and Joint Book-runners: Davis Polk & Wardwell LLP
South African Legal Advisors to the Joint Global-coordinators and Joint Book-runners: Werksmans Attorneys
Company contact:
Meloy Horn
Head of Investor Relations
Naspers
+27 11 289 3320
+27 82 772 7123
Meloy.horn@naspers.com
About Naspers
Founded in 1915, Naspers is a global internet and entertainment group and one of the largest technology investors in the world. Operating in more than 120 countries and markets with long-term growth potential, Naspers builds leading companies that empower people and enrich communities. It runs some of the world's leading platforms in internet, video entertainment, and media.
Naspers companies connect people to each other and the wider world, help people improve their daily lives, and entertain audiences with the best of local and global content. Every day, millions of people use the products and services of companies that Naspers has invested in, acquired or built, including Avito, Brainly, Codecademy, Delivery Hero, eMAG, Flipkart, ibibo, iFood, letgo, Media24, Movile, MultiChoice, OLX, PayU, Showmax, SimilarWeb, Swiggy, Twiggle, and Udemy. Similarly, hundreds of millions of people have made the platforms of its associates Tencent (www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE: MAIL), and MakeMyTrip Limited (www.makemytrip.com; NASDAQ:MMYT) a part of their daily lives.
Naspers is listed on the Johannesburg Stock Exchange (NPN.SJ) and has an ADR listing on the London Stock Exchange (LSE: NPSN). For more information, please visit www.naspers.com.
Disclaimer
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 the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Canada or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction, including the United States. The shares mentioned herein ("the Shares") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Shares may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. There is no intention to make a public offering of the Shares in the United States.
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", 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.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. 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 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 distribution of this announcement and the offering of the Shares ("the Offering") in certain jurisdictions may be restricted by law. No action has been taken by Naspers, any of the Joint Global-coordinators, or any of their respective affiliates, or any other person that would permit an offer of the Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Offering or sale in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes must inform themselves about and to observe any such restrictions.
This announcement has been issued by and is the sole responsibility of Naspers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Global-coordinators or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No prospectus or other offering document has been or will be prepared in connection with the Offering. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Shares. Any investment decision to buy Shares must be made solely on the basis of publicly available information. Such information has not been prepared or verified by any of the Joint Global-coordinators or any of their affiliates and is solely the responsibility of Naspers.
The information contained in this press release may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "should", "will", "would" and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Naspers's intentions, beliefs or current expectations, involve elements of subjective judgment and analysis and are based upon the best judgment of Naspers as of the date of this press release, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this press release and neither Naspers nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this press release or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this press release is not a representation by Naspers's or any other person that they will do so, except to the extent required by law.
Bank of America Merrill Lynch, Citigroup or Morgan Stanley are acting for Naspers only in connection with the Offering and no one else, and will not be responsible to anyone other than Naspers for providing the protections offered to clients of Bank of America Merrill Lynch, Citigroup or Morgan Stanley nor for providing advice in relation to the Offering.
In connection with the Offering mentioned herein, one or more of the Joint Global-coordinators and/or their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such shares. In addition, certain of the Joint Global-coordinators or their affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Global-coordinators (or their affiliates) may from time to time acquire, hold or dispose of Shares. The Joint Global-coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.