21 Sep 2018 16:30
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')
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements, the following information is disclosed:-
Director: Mr Bob van Dijk
Company: Naspers Limited
Transaction date: 20 September 2018
Nature of transaction: on market sale of securities
Number of shares: 10 842 Naspers shares
Class of shares: N ordinary
Total value of transaction: R34 316 296.44
Volume weighted average
price per share: R3 165.12603
Highest price per share: R3 170.41
Lowest price per share: R3 165.00
Nature of transaction: off market purchase of securities
Number of shares: 9 252 Naspers shares
Class of shares: N ordinary
Total value of transaction: R7 104 518.28
Price per share: R767,89
Date of vesting in the group
share-based incentive plan: The trades relate to an offer of 20 094 Naspers N ordinary share options made and accepted on 11 July 2013 in the MIH Services FZ LLC Share Trust (the Trust) at the then current market price of a Naspers N ordinary share. The options vested in three tranches. The first tranche, 6 698 share options, vested on 11 July 2016, the second tranche, 6 698 share options vested on 11 July 2017 and the final tranche, 6 698 share options, vested on 11 July 2018.
On 20 September 2018 Bob van Dijk exercised 20 094 Naspers options and 10 842 Naspers N ordinary shares were sold. The proceeds on the sale of 10 842 Naspers N ordinary shares were only used to settle the tax and the offer price of R767,89 (being the listed market value on the date of the offer) on the exercise of the 20 094 Naspers options. All the remaining 9 252 Naspers N ordinary shares were delivered to Bob van Dijk.
Nature of transaction: Sale of 10 842 vested Naspers N ordinary shares from MIH Services FZ LLC Share Trust and delivery of 9 252 vested Naspers N ordinary shares held in the MIH Services FZ LLC Share Trust to Bob van Dijk.
Transaction date: 20 September 2018
Nature of transaction: on market sale of securities
Class of shares: 26 272 N ordinary
Total value of transaction: R83 547 225.54
Volume weighted average
price per share: R3 180.08623
Highest price per share: R3 200.00
Lowest price per share: R3 168.00
Date of vesting in the group
share-based incentive plan: Share appreciation rights vested in five tranches in the Flipkart Private Limited share appreciation rights plan. The first tranche of 73 170 appreciation rights vested on 10 September 2015; the second tranche of 73 170 appreciation rights vested on 10 September 2016; the third tranche of 73 170 appreciation rights vested on 10 September 2017; due to Naspers's disposal of its entire 11.18% stake in Indian ecommerce company Flipkart Online Services Pvt. Ltd (the "Flipkart" transaction), the fourth and fifth tranches of 73 170 and 73 174 appreciation rights, respectively, vested on 7 September 2018.
Bob van Dijk had a defined period in which to exercise the share appreciation rights, failing which they would have lapsed.
Nature of transaction: Bob van Dijk exercised share appreciation rights in the Flipkart Private Limited share appreciation rights plan (vesting on dates as per above) and received 68 829 Naspers N ordinary shares in settlement of the gain. He then sold 26 272 Naspers N ordinary shares just to cover the tax on the exercise of the 365 854 share appreciation rights. The balance of 42 557 Naspers N ordinary shares was delivered to Bob van Dijk.
Nature of interest: Direct Beneficial
Clearance: Clearance has been received in terms of paragraph 3.66 of the JSE Listings Requirements
Cape Town
21 September 2018
Sponsor: Investec Bank Limited