28 Feb 2019 10:36
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1925/001431/06)
Share code: NPN
ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
("Naspers" or the "Company")
CASH PROCEEDS IN RESPECT OF FRACTIONAL ENTITLEMENTS OF HOLDERS OF "A" ORDINARY SHARES IN RELATION TO 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 "A" Shareholders are referred to the announcement released on SENS on Monday, 21 January 2019 regarding, inter alia, the unbundling by Naspers of 438 837 468 ordinary shares in the issued share capital of its wholly-owned subsidiary ("Unbundling") MultiChoice Group Limited ("MultiChoice"), which was admitted to listing on the commencement of trade on Wednesday, 27 February 2019.
Naspers "A" Shareholders are hereby reminded that, the MultiChoice shares will be unbundled in the intended ratio of one MultiChoice share for every five Naspers "A" shares held at 17:00 on 1 March 2019; the value applicable in determining the Cash Proceeds for any fractional entitlement is 9,539.7079 South African cents and the value of such Cash Proceed is the volume weighted average price in South African rand per MultiChoice Share on the first day of trading less 10%.
Naspers "A" Shareholders are reminded that the Cash Proceeds will be paid net of any applicable taxes or costs. Accordingly, the receipt of the Cash Proceeds may have tax implications and to the extent that any Naspers "A" Shareholder is in doubt of his or her tax position, such shareholder should consult an appropriate independent professional adviser.
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 ADVISORS ON THE TAXATION CONSEQUENCES OF THE UNBUNDLING IN BOTH SOUTH AFRICA AND THEIR JURISDICTION OF RESIDENCE AND THE CALCULATION OF THEIR COSTS FOR TAXATION PURPOSES.
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 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 Act.
Cape Town
28 February 2019
Sponsor
Investec Bank Limited
Joint Financial Advisers
Citigroup Global Markets Limited
Morgan Stanley & Co International plc
Legal adviser
Webber Wentzel
About Naspers
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 societal needs.
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.