NPSN.L Regulatory News (NPSN)

Naspers Limited

(Incorporated in the Republic of South Africa)Registration number: 1925/001431/06Share code: NPN

ISIN: ZAE000015889

("Naspers" or "Company")

APPORTIONMENT OF TAX COST FOR SOUTH AFRICAN INCOME TAX PURPOSES IN RESPECT OF THE UNBUNDLING

1. Introduction

Naspers "N" shareholders ("Naspers Shareholders") are referred to the announcement released on SENS on 5 September 2017 in terms of which Naspers Shareholders were advised that the Company will unbundle 151,786,287 Novus Holdings Limited ("Novus") shares to Naspers Shareholders ("Unbundling").

Naspers Shareholders are hereby advised that the Unbundling was implemented in terms of section 46 of the Companies Act No 71 of 2008 and section 46 of the Income Tax Act No 58 of 1962 ("Income Tax Act").

The purpose of this announcement is to notify Naspers Shareholders of the apportionment ratio to be applied by Naspers Shareholders in determining the portion of their existing expenditure and/or market value (if relevant) to be allocated to the unbundled Novus shares whilst the balance of these costs will still be reflected in respect of the retained Naspers "N" shares.

2. Apportionment tax principles

Naspers Shareholders will have a combined expenditure in respect of the Naspers "N" shares and the Novus shares received pursuant to the Unbundling.

Naspers "N" shares held as trading stock:

Any Naspers Shareholder holding Naspers "N" shares as trading stock will be deemed to acquire the unbundled Novus shares as trading stock. The combined expenditure (for purposes of income tax) of such Naspers and Novus shares will be the amount originally taken into account by the Naspers Shareholder in respect of those Naspers "N" shares, as contemplated in section 11(a), section 22(1), or section 22(2) of the Income Tax Act. The portion of the above combined expenditure to be allocated to the unbundled Novus shares will be determined by applying the ratio that the market value of the Novus shares bears to the sum of the market value of Naspers and Novus shares as at the end of the day after the last day to trade, being 20 September 2017. The expenditure so allocated to the unbundled Novus shares will reduce the expenditure relating to the Naspers "N" shares so retained.

Naspers shares held as capital assets:

Any Naspers Shareholder holding Naspers "N" shares as capital assets will be deemed to acquire the unbundled Novus shares as capital assets. The combined expenditure of such Naspers and Novus shares will be the original expenditure incurred in respect of the Naspers "N" shares, in terms of paragraph 20 of the Eighth Schedule to the Income Tax Act, and where the Naspers "N" shares were acquired before October 1 2001, also the market value, (where relevant), adopted or determined as contemplated in paragraph 29 of the Eighth Schedule to the Income Tax Act.

The portion of the above combined expenditure and/or market value to be allocated to the unbundled Novus shares will be determined by applying the ratio that the market value of the Novus shares bears to the sum of the market value of Naspers and Novus shares at the end of the day after the last day to trade, being 20 September 2017.The expenditure and/or market value, as the case may be, so allocated to the unbundled Novus shares will reduce the expenditure and/or market value of the Naspers "N" shares that are retained.

Naspers Shareholders will be deemed to have acquired the unbundled Novus shares on the date on which the Naspers "N" shares were originally acquired.

Naspers Shareholders are advised to consult their own professional tax advisors should they have any queries regarding the taxation consequences of the Unbundling and the calculation of their costs for taxation purposes.

3. Apportionment ratio

Naspers Shareholders are hereby advised that the expenditure and market value, as the case may be, of their Naspers "N" shares as referred to above must be apportioned in the ratio of 99.80861% to a Naspers "N" share held after the Unbundling and 0.19139% to an unbundled Novus share ("Apportionment Ratios").

The Apportionment Ratios are based on the closing price of R2 972.44 per Naspers "N" share and R5.70 per Novus share on 20 September 2017. 

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.

Cape Town

21 September 2017

Financial advisor and sponsorInvestec Bank Limited

Legal advisors

Glyn Marais Inc.

Werksmans Inc.

Tax advisors

PricewaterhouseCoopers Tax Services Proprietary Limited