23 Mar 2018 07:00
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.
CATEGORY 2 RESULTS OF ACCELERATED OFFERING OF TENCENT HOLDINGS LIMITED ("TENCENT") SHARES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
1.1 Following approval by its board of directors, shareholders of the Company are advised that the Company has successfully concluded the sale of 189 978 300 shares in Tencent (the "Tencent Sale Shares"), equal to approximately 2% of Tencent's issued share capital, for an aggregate purchase consideration of US$9.8 billion on 23 March 2018 by way of an accelerated offering by private placement on the Hong Kong Stock Exchange (the "Accelerated Offering" or "Placing").
1.2 The price of HKS405 per share achieved for the Tencent Sale Shares represents a 7.8% discount to the closing price of Tencent shares on 22 March 2018 and an 8% discount to the 30-day volume weighted average price of the Tencent shares for the 30-day trading period immediately preceding 22 March 2018.
1.3 Naspers has also announced its commitment not to dispose of any further shares in Tencent for a period of at least 3 years.
2. Rationale and Use of Proceeds
2.1 The funds received from the Placing are intended to be: (i) utilised to reinforce and increase financial flexibility on Naspers' balance sheet and (ii) invested over time to accelerate the growth of Naspers' classifieds, online food delivery and fintech businesses, and to pursue other exciting growth opportunities when they arise.
3. Description of the Business of Tencent
3.1 Naspers invested in Tencent in 2001. Tencent is an investment holding company involved in the provision of internet value added services and online advertising in China. Tencent listed its shares on the main board of the Hong Kong Stock Exchange during June 2004.
3.2 Tencent uses technology to enrich the lives of Internet users. Their social products Weixin and QQ link their users to a rich digital content catalogue including games, video, music and books. Tencent proprietary targeting technology helps advertisers reach out to hundreds of millions of consumers in China. Their infrastructure services including payment, security, cloud and artificial intelligence create differentiated offerings and support their partners' business growth. Tencent invests heavily in people and innovation, enabling them to evolve with the Internet.
3.3 Since its establishment, Tencent has maintained steady growth under its user-oriented operating strategies and that it has, and continues, to perform well in a highly competitive and dynamic environment, thereby remaining the largest platform operator in China.
4. The Accelerated Offering
4.1 The Tencent Sale Shares were sold to institutional investors globally through an accelerated bookbuild process, subject to customary selling restrictions. Bank of America Merrill Lynch, Citigroup and Morgan Stanley acted as the Joint Global-coordinators and Joint Book-runners to manage the Placing.
4.2 The Joint Global-coordinators and Joint Book-runners conducted the Placing on an undocumented basis. Accordingly, no prospectus, offering circular, pre-listing statement or other offering document was or will be published in connection with the Placing. The Placing agreement is governed in accordance with the laws of Hong Kong and is subject to certain customary conditions.
5. Net Assets and profits attributable to the Tencent Sale Shares
The value of the Tencent Sale Shares as at 30 September 2017, being the Company's most recent reporting period, was approximately US$8.176bn. The profit after tax attributable to the Tencent Sale Shares for the six months ended 30 September 2017 was approximately US$97.4m. The aforementioned information has been extracted from the interim financial information of the Company for the six-month period ended 30 September 2017, prepared in accordance with International Financial Reporting Standards.
6. Salient Features of the Placement Agreement
MIH TC Holdings Limited, a subsidiary of the Company, has entered into a Share Placing Agreement with Morgan Stanley & Co. International Plc, Merrill Lynch International and Citigroup Global Markets Limited (collectively "the Placing Agents") pursuant to which the Placing Agents agreed, on a best efforts basis, to procure purchasers to purchase the Tencent Sale Shares, subject to customary terms and conditions.
7. Categorisation
The Accelerated Offering of the Tencent Sale Shares constitutes a Category 2 transaction for the Company in terms of the Listings Requirements of the JSE Limited. The Accelerated Offering is not a related-party transaction in terms of the Listings Requirements of the JSE Limited. Accordingly, no shareholder approval is required.
8. Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement dated 22 March 2018. As further details of the transaction have now been released, shareholders no longer need to exercise caution when dealing in Naspers securities.
9. Investor call
To update investors about this transaction, Naspers management will be hosting a conference call today at 15:00 SAT (13:00 GMT).
Dial-in details are as follows:
South Africa Toll 010 201 6800
Toll-free 0800 200 648
UK Toll 0 333 300 1418
Other Toll +27 11 535 3600
Play-back details (access code 12225, available until 29 March 2018):
South Africa Toll 010 500 4108
UK Toll 0 203 608 8021
Other Toll +27 10 500 4108
Cape Town
23 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
The Company has successfully concluded the sale of the Tencent Sale Shares through the allocation of such shares to various investors.
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.