18 Dec 2007 07:18
Naspers Limited18 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. For immediate release 18 December 2007 RECOMMENDED CASH OFFER FOR TRADUS PLC Summary • The boards of Naspers Limited ("Naspers") and Tradus plc ("Tradus")(formerly QXL ricardo plc) are pleased to announce that they have reachedagreement on the terms of a recommended cash offer to be made by MIH InternetB.V. ("MIH Internet") (a wholly-owned subsidiary of Naspers) for the entireissued and to be issued share capital of Tradus. It is intended that theAcquisition will be implemented by way of a court approved scheme of arrangementunder section 425 of the Companies Act 1985. • Under the terms of the Scheme, Tradus Shareholders will receive 1,800pence in cash for each Tradus Share held. This represents 450,000 pence in cashfor each Tradus ADS (each Tradus ADS represents 250 Tradus Shares). • The Acquisition values the entire issued and to be issued ordinaryshare capital of Tradus at approximately £946 million. • The Acquisition represents a premium of approximately: • 19.2 per cent. to the mid-market closing price of 1,510 pence per TradusShare on 6 November 2007, being the last business day prior to the announcementby Tradus that it had received a preliminary approach regarding a potentialoffer for Tradus; and • 36.7 per cent. to the average mid-market closing price of 1,317 pence perTradus Share for the period 18 October 2007 to 6 November 2007, being the periodfrom Tradus' announcement of its results for the half year ended 30 September2007 to the last business day prior to the announcement by Tradus that it hadreceived a preliminary approach regarding a potential offer for Tradus. • The directors of Tradus, who have been so advised by JPMorganCazenove, consider the terms of the Acquisition to be fair and reasonable. Inproviding their advice, JPMorgan Cazenove have taken into account the commercialassessments of the directors of Tradus. Accordingly, the directors of Tradusintend unanimously to recommend that Tradus Shareholders vote in favour of theScheme and the associated resolutions at the Court Meeting and the EGM. • Naspers has received irrevocable undertakings to vote in favour of theScheme and the associated resolutions at the Court Meeting and the EGM from thedirectors of Tradus who hold Tradus Shares (holding 258,855 Tradus Shares) andfrom shareholders, Novator Equities Limited (holding 4,947,590 Tradus Shares)and Wouwer Investeringen B.V. (holding 3,073,548 Tradus Shares) (together "Shareholders") in respect of their beneficial holdings of Tradus Sharesrepresenting, in aggregate, 17.9 per cent. of Tradus' issued share capital. Theundertakings from the directors of Tradus will remain binding even in the eventof a competing offer being made for Tradus. The undertakings from Shareholderswill remain binding so long as there is no competing bid announced at a price ofmore than 2,175 pence per Tradus Share. • It is anticipated that the Scheme Document will be posted to TradusShareholders in mid-January 2008 and that the Scheme and associated resolutionswill be put to Tradus Shareholders at the Court Meeting and the EGM, which areexpected to be held in early February 2008. Subject to the satisfaction, orwhere relevant waiver, of all relevant Conditions, and the requisite Shareholderand Court approvals being obtained, the Scheme is expected to become effectiveby early March 2008 (this is subject in particular to receipt in satisfactoryterms of Polish competition authority clearance in respect of the Acquisition). • Naspers is a multinational media company with principal operations inelectronic media and print media. Naspers' most significant operations arelocated in South Africa, where it generates approximately 73 per cent. of itsrevenues. Naspers is a publicly traded company with securities listed on thestock exchange of the JSE Limited and American Depositary Shares listed on theLondon Stock Exchange. As at 14 December 2007, Naspers had a marketcapitalisation of approximately Rand 70.5 billion (£5.1 billion). • MIH Internet is an indirectly wholly-owned subsidiary of Naspersformed for the purposes of the Acquisition (and is part of the MyriadInternational Holdings B.V. business division, a multi-national media businessfocused on electronic media, of Naspers). • Tradus provides online consumer trading platforms and related internetservices in 12 European countries that connect buyers and sellers. Tradus'principal operations are currently based in Switzerland and Poland. • In its own strategy, Naspers has prioritised the internet sector forexpansion. Success has been achieved in the sub-segments offering userscommunications, social networking and community platforms. In pursuit of thisstrategy, Naspers today has various internet investments on the Africancontinent, in China, Russia and India. With these investments, the Naspers Grouphas established a strong presence in the major emerging markets. • Central and Eastern Europe have also been identified as attractiveemerging markets and the Naspers Group is presently finalising the acquisitionof a controlling stake in Gadu-Gadu, a young internet business in Poland. Theproposed acquisition of Tradus will consolidate the Naspers Group's presence inPoland and provide a platform to extend its reach to other Central European andEastern European markets. • Naspers' existing internet services rely on the generation of revenuemainly through advertising and value added communication services. It is hopedthat an investment in the Tradus transaction platform will allow the NaspersGroup to diversify its internet revenue streams to include transaction income. Commenting on the Acquisition, Cobus Stofberg, the Chief Executive of Naspers,said: "We are delighted that the Tradus Board intends unanimously to recommend ouroffer to its shareholders. The operations of the Naspers Group and Traduscomplement each other perfectly and significant advantages can be obtained byaligning Tradus' businesses with Naspers' other internet investments in Centraland Eastern Europe." Commenting on the Acquisition, Simon Duffy, the Chairman of Tradus, said: "Tradus and its employees can be enormously proud of what they have achievedover recent years, having built an excellent base from which to develop itsonline consumer trading platforms across Western and Eastern Europe. I believeNaspers will build on these foundations. Their offer provides a good opportunityfor all shareholders now to realise value in cash for their investment." Citi is acting as sole financial adviser and corporate broker to Naspers and MIHInternet. JPMorgan Cazenove is acting as sole financial adviser and corporatebroker to Tradus. This summary should be read in conjunction with, and is subject to, the fulltext of the attached announcement. The Acquisition will be subject to theconditions set out in Appendix I to this announcement and to the further termsto be set out in the Scheme Document. Set out in Appendix IV to this announcement are definitions of certain termsused in this announcement. Enquiries Naspers Mark Sorour (Group Chief Investment Officer) Telephone: +27 (0) 21 406 3008 Steve Pacak (Group Chief Financial Officer) Telephone: +27 (0) 21 406 3585 Citi Telephone: +44 (0) 20 7986 4000(Sole financial adviser and corporate broker to Naspers and MIH Internet) London Matthew Smith Michael Longoni Charles Lytle (Corporate Broking) South Africa Telephone: +27 (0) 11 944 1000 Nick Pagden Tradus Telephone: +44 (0) 20 7384 6310 Simon Duffy (Chairman) Robert Dighero (Chief Financial Officer) Alison Cabot (Investor Relations) JPMorgan Cazenove Telephone: +44 (0) 20 7588 2828(Sole financial adviser and corporate broker to Tradus) Harry Hampson David Harvey-Evers Donald Monson Financial Dynamics Telephone: +44 (0) 20 7831 3113(Financial PR to Tradus) James Melville-Ross Juliet Clarke This announcement does not constitute or form any part of an offer or invitationto sell or purchase any securities or the solicitation of an offer to buy anysecurities or the solicitation of any vote of approval in any jurisdiction,pursuant to the Acquisition or otherwise. The Acquisition will be made solely bymeans of the Scheme Document and the Form of Proxy accompanying the SchemeDocumentation, which will contain the full terms and conditions of theAcquisition, including details of how to vote in favour of the Acquisition.Tradus Shareholders are advised to read this announcement in conjunction withthe formal documentation in relation to the Acquisition carefully, once it hasbeen dispatched. The Acquisition will be subject to the conditions set out inAppendix I to this announcement and the full conditions and further terms whichwill be set out in the Scheme Document and Form of Proxy. This announcement andall other materials related to the Acquisition are solely directed to existingTradus Shareholders. Any acceptance or other responses to the Acquisition should be made only on thebasis of the information in the Scheme Document. Tradus will prepare the SchemeDocument to be distributed to the Tradus Shareholders. Citi, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Naspers and MIH Internet and noone else in relation to the matters referred to in this announcement and willnot be responsible to anyone other than Naspers and MIH Internet for providingthe protections afforded to clients of Citi nor for providing advice in relationto these matters, the content of this announcement or any matter referred toherein. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Tradus and no oneelse in relation to the matters referred to in this announcement and will not beresponsible to anyone other than Tradus for providing the protections affordedto clients of JPMorgan Cazenove nor for providing advice in relation to thesematters, the content of this announcement or any matter referred to herein. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. Copies of this announcement are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom any Restricted Jurisdiction and persons receiving this announcement(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it in or into or from any Restricted Jurisdiction. The Acquisition will be subject to the applicable rules and regulations of theUK Listing Authority, the London Stock Exchange and the City Code. Notice to US investors in Tradus The Acquisition relates to the shares of a UK company, is subject to UKdisclosure requirements (which are different from those of the US) and isproposed to be made by means of a scheme of arrangement provided for underEnglish company law. Accordingly, the Acquisition is subject to the disclosurerequirements and practices applicable in the UK to schemes of arrangement whichdiffer from the disclosure requirements and practices for US proxysolicitations, shareholder votes or tender offers. Financial informationincluded in this announcement has been prepared, unless specifically statedotherwise, in accordance with accounting standards applicable in the UK and, inrespect of Naspers, South Africa and thus may not be comparable to the financialinformation of US companies or companies whose financial statements are preparedin accordance with generally accepted accounting principles in the US. Also, thesettlement procedure with respect to the Acquisition will be consistent with UKpractice, which may differ from procedures in comparable transactions incountries other than the UK in certain material respects, particularly withregard to date of payment. If MIH Internet exercises its right to implement theAcquisition by way of an Offer, the Acquisition will be made in compliance withapplicable UK laws and regulations. Neither the SEC nor any securities commission of any state of the United Stateshas (a) approved or disapproved of the Acquisition; (b) passed upon the meritsor fairness of the Acquisition; or (c) passed upon the adequacy or accuracy ofthe disclosure in this document. Any representation to the contrary may be acriminal offence in the United States. It may be difficult for US holders of Tradus Shares to enforce their rights andany claim arising out of the US federal securities laws, since Naspers andTradus are not located in the US, and some or all of their officers anddirectors may be residents of a country other than the United States. US holdersof Tradus Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of the US securities laws. Further,it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgment. Forward looking statements This announcement includes certain "forward-looking statements" concerningTradus. These statements are based on the current expectations of the managementof Tradus and Naspers and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein includestatements about the expected effects on Naspers of the Acquisition, theexpected timing and scope of the Acquisition, anticipated earnings enhancements,estimated cost savings and other synergies, costs to be incurred in achievingsynergies, potential disposals and other strategic options and all otherstatements in this announcement other than historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intends", "expects", "anticipates", "targets", "estimates" and words ofsimilar import. Although Tradus and Naspers believe that the expectationsreflected in such forward-looking statements are reasonable, Tradus and Nasperscan give no assurance that such expectations will prove to have been correct. Bytheir nature, forward-looking statements involve risk and uncertainty becausethey relate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Acquisition, and Naspers' ability to successfullyintegrate the information technology platforms and other operations andemployees of Tradus, as well as additional factors, such as: local and globalpolitical and economic conditions; foreign exchange rate fluctuations andinterest rate fluctuations (including those from any potential credit ratingdecline); legal or regulatory developments and changes; the impact of anymaterial disruptions to information technology systems; Naspers' abilitysuccessfully to expand internationally and manage growth; the impact of anyacquisitions or similar transactions; competition and pricing pressures;increasing dependence on sales in emerging markets; and non-payment bycustomers. Other unknown or unpredictable factors could cause actual results todiffer materially from those in the forward-looking statements. Given theserisks and uncertainties, investors should not place undue reliance onforward-looking statements as a prediction of actual results. Neither Tradus norNaspers undertake any obligation to update publicly or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally required. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Tradus, all "dealings" in any "relevant securities" ofTradus (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Scheme and/or Offer becomes effective, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Tradus, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Tradus by Naspers or Tradus, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Not for release, publication or distribution, in whole or in part, in, into orfrom any jurisdiction where it is unlawful to do so. 18 December 2007 RECOMMENDED CASH OFFER FOR TRADUS PLC 1. Introduction The boards of Naspers Limited ("Naspers") and Tradus plc ("Tradus") (formerlyQXL ricardo plc) are pleased to announce that they have reached agreement on theterms of a recommended cash offer to be made by MIH Internet B.V. ("MIH Internet") (a wholly-owned subsidiary of Naspers) for the entire issued and to be issuedshare capital of Tradus. 2. Summary of the Acquisition It is intended that the Acquisition will be implemented by way of a courtapproved scheme of arrangement under section 425 of the Companies Act 1985. Under the Scheme, which will be subject to the conditions and further terms setout in Appendix I to this announcement and the full terms and conditions to beset out in the Scheme Document and Form of Proxy: Tradus Shareholders will be entitled to receive: for each Tradus Share 1,800 pence in cash Tradus Shareholders will receive consideration paid under the Acquisition inrespect of the Tradus Shares underlying their Tradus ADSs from the depositary ofthe Tradus ADS programme in accordance with the terms of the ADS depositagreement. As each Tradus ADS represents 250 Tradus Shares, this will result in: for each Tradus ADS 450,000 pence in cash The Acquisition values the entire issued and to be issued ordinary share capitalof Tradus at approximately £946 million. The Acquisition represents a premium of approximately: • 19.2 per cent. to the mid-market closing price of 1,510 pence per TradusShare on 6 November 2007, being the last business day prior to the announcementby Tradus that it had received a preliminary approach regarding a potentialoffer for Tradus; and • 36.7 per cent. to the average mid-market closing price of 1,317 pence perTradus Share for the period 18 October 2007 to 6 November 2007, being the periodfrom Tradus' announcement of its results for the half year ended 30 September2007 to the last business day prior to the announcement by Tradus that it hadreceived a preliminary approach regarding a potential offer for Tradus. 3. Background to and reasons for the Acquisition On 7 November 2007, Tradus announced that it had received a preliminary approachregarding a potential offer for the company. Having considered the proposal made by Naspers and its associated conditions,the Tradus Board granted Naspers a limited period of due diligence in order toagree the terms of an acquisition. Naspers has conducted its due diligence and today announces the intention by MIHInternet (its wholly-owned subsidiary) to acquire the entire issued and to beissued share capital of Tradus at 1,800 pence per Tradus Share. Naspers began investing in the nascent internet segment as early as 1997. Sincethen, the internet has developed into one of the faster growing areas of themedia industry. In its own strategy, Naspers has prioritised the internet sectorfor expansion. Success has been achieved in the sub-segments offering userscommunications, social networking and community platforms. In pursuit of this strategy, Naspers today has various internet investments onthe African continent through M-Web. In China, the Naspers Group has a roughlyone-third interest in Tencent, which has established itself as a leader in itsmarket. In Russia, the Naspers Group has a broadly similar stake in Mail.ru,which is developing into a market leader. In India, an internet businessfocussing on the youth community and local search is being developedorganically. With those investments, the Naspers Group has established a strong presence inthe major emerging markets. Central and Eastern Europe have also been identified as attractive emergingmarkets and the Naspers Group is presently finalising the acquisition of acontrolling stake in Gadu-Gadu, a young internet business in Poland. Theproposed acquisition of Tradus will consolidate the Naspers Group's presence inPoland and provide a platform to extend its reach to the other Central Europeanand Eastern European markets. Apart from the investment in Tencent and Kalahari (an African e-tailer), otherNaspers platforms have not yet generated transaction income. Naspers' existinginternet services rely on the generation of revenue mainly through advertising,value added communication services and from ISP connection charges. It is hopedthat an investment in the Tradus transaction platform will allow the NaspersGroup to diversify its internet revenue streams to include transaction income. 4. Recommendation The directors of Tradus, who have been so advised by JPMorgan Cazenove, considerthe terms of the Acquisition to be fair and reasonable. In providing theiradvice, JPMorgan Cazenove have taken into account the commercial assessments ofthe directors of Tradus. Accordingly, the directors of Tradus intend unanimouslyto recommend that Tradus Shareholders vote in favour of the Scheme and theassociated resolutions at the Court Meeting and the EGM, as they haveirrevocably undertaken to do in respect of their own beneficial shareholdings. 5. Background to and reasons for the recommendation The Board of Tradus believes that the terms of the Acquisition representattractive value now for Tradus Shareholders. Since its IPO in 1999, the companyhas been through some challenging times and undergone significant restructuringof its operations. However, supported by a dedicated core of management andemployees, Tradus has managed to build on its strongest operations and develop aposition as a leading provider of online consumer trading platforms and relatedinternet services in various countries, especially in Eastern Europe. The Board of Tradus believes this Acquisition reflects the value of the TradusGroup's existing market positions and the potential of the Tradus Group's focuson expansion into Eastern European countries on a standalone basis. TheAcquisition also brings together two businesses with a strong and complementaryfocus on online platforms and geographic presence in emerging markets. 6. Irrevocable undertakings Naspers has received irrevocable undertakings to vote in favour of the Schemeand the associated resolutions at the Court Meeting and EGM from the directorsof Tradus who hold Tradus Shares (holding 258,855 Tradus Shares) and fromshareholders, Novator Equities Limited (holding 4,947,590 Tradus Shares) andWouwer Investeringen B.V. (holding 3,073,548 Tradus Shares) (together "Shareholders") in respect of their beneficial holdings of Tradus Sharesrepresenting, in aggregate, 17.9 per cent. of Tradus' issued share capital. Theundertakings from the directors of Tradus will remain binding even in the eventof a competing offer being made for Tradus. The undertakings from Shareholderswill remain binding so long as there is no competing bid announced at a price ofmore than 2,175 pence per Tradus Share. Further details of these irrevocableundertakings are set out in Appendix III to this announcement. 7. Information on Naspers Naspers is a multinational media company with principal operations in electronicmedia (including pay-television, internet and instant-messaging subscriberplatforms and the provision of related technologies) and print media (includingthe publishing, distribution and printing of magazines, newspapers and books).Naspers' most significant operations are located in South Africa, where itgenerates approximately 73 per cent. of its revenues, with other operationslocated elsewhere in Sub-Saharan Africa, Greece, Cyprus, the Netherlands, theUnited States, Thailand, India and China. Naspers creates media content, buildsbrand names around it, and manages the platforms distributing the content.Naspers delivers its content in a variety of forms and through a variety ofchannels, including television platforms, internet services, newspapers,magazines and books. Many of Naspers' businesses hold leading market positions,and Naspers capitalises on these leading positions when expanding into newmarkets. Naspers is in the process of finalising the acquisition of a controllinginterest in Gadu-Gadu, a Polish internet communications services business and ithas a 32.6 per cent. stake in Mail.ru, an internet platform in Russia, which isthe market leader in display advertising, and internet communications and isbuilding a substantial presence in e-commerce. For the year ended 31 March 2007, Naspers reported a consolidated profit onordinary activities before taxation, discontinued operations and minorityexpenses of Rand 3,527 million (£250 million) on turnover of Rand 19,005 million(£1,348 million) and had total assets as at that date of Rand 32,184 million(£2,281 million). In its reviewed results for the six months ended 30 September2007, Naspers reported a consolidated profit on ordinary activities beforetaxation, discontinued operations and minority expenses of Rand 2,871 million(£203 million) on turnover of Rand 10,497 million (£744 million) and had totalassets as at that date of Rand 33,072 million (£2,344 million). Naspers is a publicly traded company with securities listed on the stockexchange of the JSE Limited and American Depositary Shares listed on the LondonStock Exchange. As at 14 December 2007, Naspers had a market capitalisation ofapproximately Rand 70.5 billion (£5.1 billion). 8. Information on MIH Internet MIH Internet, incorporated in the Netherlands, is a private limited company andan indirectly wholly-owned subsidiary of Naspers. MIH Internet was formed at thedirection of Naspers specifically for the purposes of acquiring Tradus. MIHInternet has not traded since incorporation nor has it entered into anyobligation other than in connection with the Acquisition. Further details of MIHInternet will be contained in the Scheme Document. MIH Internet is part of the Myriad International Holdings B.V. businessdivision, a multi-national media business focused on electronic media, ofNaspers. 9. Information on Tradus Tradus, formerly QXL ricardo, provides online consumer trading platforms andrelated internet services in 12 European countries that connect buyers andsellers. A selection of merchandise and services are available on the company'swebsite, ranging from consumer electronics and collectibles to lifestyleproducts, cars and real estate. The company manages its operations on a regionalbasis: Western Europe comprises Denmark, Norway, Switzerland and the UK; EasternEurope comprises Bulgaria, Czech Republic, Hungary, Poland, Romania, Russia,Slovakia, and the Ukraine. It operates separate technology platforms in eachregion. Tradus' shares are listed on the Official List of the UK Listing Authority andare admitted to trading on the London Stock Exchange and its ADSs are traded onthe Over the Counter Market in the United States. For the year ended 31 March 2007, Tradus reported a consolidated profit beforetaxation of £9.8 million on revenues of £36.4 million and had total assets of£69.9 million and net assets of £59.9 million as at that date. Tradus, however,reported pro-forma turnover for the financial year to 31 March 2007 (assumingthe Polish business to have been consolidated for the whole of such year) of£45.8 million, generating a trading profit of £15.4 million. In its unauditedresults for the six months ended 30 September 2007, Tradus reported aconsolidated profit before taxation of £6.8 million on sales of £30.6 millionand had total assets of £77.2 million and net assets of £66.2 million as at thatdate. 10. Structure of the Acquisition It is intended that the Acquisition will be implemented by way of a courtapproved scheme of arrangement between Tradus and the Scheme Shareholders undersection 425 of the Companies Act 1985 (although Naspers reserves the right toelect to implement the Acquisition by way of an Offer subject to Panel consent,where necessary). The procedure involves an application by Tradus to the Courtto sanction the Scheme and to confirm the cancellation of the Scheme Shares, inconsideration for which Scheme Shareholders will receive cash (as describedabove). To become effective, the Scheme requires, amongst other things, the approval ofa majority in number of the Scheme Shareholders present and voting in person orby proxy at the Court Meeting, representing not less than 75 per cent. in valueof the Scheme Shares held by such Scheme Shareholders, together with thesanction of the Court and the passing of the resolutions necessary to implementthe Scheme at the EGM. The Scheme will only become effective upon delivery tothe Registrar of Companies of a copy of the Court Orders and the registration ofthe Court Orders. Upon the Scheme becoming effective, it will be binding on allScheme Shareholders, irrespective of whether or not they attended or voted atthe Court Meeting or the EGM. The Scheme is expected to become effective byearly March 2008. Under the Scheme, each Scheme Share will be cancelled and new Tradus Shares willbe issued fully paid to MIH Internet. In consideration for the cancellation oftheir Scheme Shares, holders of Scheme Shares will receive consideration underthe terms of the Acquisition as set out in the Scheme Document. The Acquisition will be made on the terms and subject to the conditions set outin this announcement and to be set out in the Scheme Documentation, includingthe obtaining of applicable regulatory approvals, approvals by TradusShareholders and the sanction of the Scheme by the Court. The Scheme Documentwill include full details of the Acquisition, together with notices of the CourtMeeting and the EGM and the expected timetable. The Scheme Documentation will bedispatched to Tradus Shareholders and, for information only, to holders ofoptions granted under the Tradus Share Schemes, in due course. Holders of Tradus ADSs will be given the opportunity to instruct the depositaryof the Tradus ADS programme how to vote the ADS Shares underlying their TradusADSs. Following the Effective Date of the Scheme, it is expected that the TradusADS programme and the depositary agreement will be terminated. 11. Management and employees Naspers attaches great importance to the skills, industry knowledge andexperience of the existing management and employees of Tradus. Naspers' andTradus' businesses are complementary and Naspers expects that Tradus employeeswill play an important role in the enlarged group. Naspers has no intention, following the Scheme becoming effective, of changingthe existing employment rights, terms and conditions of the employees of theTradus Group. Naspers acknowledges that each relevant member of the Tradus Group will complywith its pension obligations in accordance with statutory requirements. 12. Tradus Employee Share Schemes Appropriate proposals will be made to participants in the Tradus Employee ShareSchemes in due course (including facilitating, where practicable, the exerciseof outstanding options conditional on the sanctioning of the Scheme and the useof a cashless exercise facility). Details of these proposals will be set out inthe Scheme Document and in separate letters to be sent to participants in theTradus Employee Share Schemes. 13. Financing The cash consideration of £946 million, excluding costs, payable by MIH Internetunder the terms of the Acquisition will be funded using a combination ofNaspers' existing resources and bridge funding of £700 million arranged by Citifor the purposes of the Acquisition. Following completion of the Acquisition, it is envisaged the bridge funding willbe refinanced by a combination of cash, debt and equity funding. The Acquisition and its financing do not require Naspers shareholder approval.All requisite approvals have been received from the South African Reserve Bankin connection with funding related to the Acquisition. Citi, financial adviser to Naspers and MIH Internet, is satisfied thatsufficient resources are available to satisfy the full cash considerationpayable to Tradus Shareholders under the terms of the Acquisition. 14. Implementation Agreement and exclusivity and inducement fee agreement Myriad International Holdings B.V. and Tradus have entered in to an exclusivityand inducement fee agreement under which Tradus has undertaken, amongst otherthings: • to pay an inducement fee to Myriad International Holdings B.V. of anamount representing 1 per cent. of the value of the fully diluted shares ofTradus by reference to the Acquisition price of 1,800p for each Tradus Share,inclusive of VAT (if applicable) (being £9,463,160), in circumstances where (i)the Tradus Board withdraws or adversely modifies its unanimous unqualifiedrecommendation for whatever reason before the Scheme is effective or iswithdrawn (or in the case of an Offer, before the Offer closes or lapses) or(ii) an independent competing proposal is announced for Tradus before the Schemeis effective or is withdrawn (or in the case of an Offer, before the Offercloses or lapses) and that independent competing proposal subsequently becomesor is declared unconditional in all respects or otherwise completes or isimplemented; • not before 20 February 2008 to solicit or otherwise procure, directlyor indirectly, a competing proposal or enter into or continue discussions whichrelate to or may be expected to lead to a competing proposal, except as requiredfor the directors of Tradus to carry out their fiduciary duties and wherediscussions have resulted from unsolicited communication; • not to accept, recommend or approve a superior proposal to theAcquisition or withdraw, withhold or adversely modify its recommendation inrespect of the Acquisition until Myriad International Holdings B.V. has had anopportunity to communicate to Tradus a revision to the Acquisition terms within48 hours of Myriad International Holdings B.V. receiving notice of the terms ofthe superior proposal; and • not to pay or agree to pay any form of inducement fee or similar feein relation to any competing proposal before the Scheme is effective or iswithdrawn (or in the case of an Offer, before the Offer closes or lapses). JPMorgan Cazenove considers the inducement fee and the circumstances in which itmay become payable to be in the best interests of Tradus and the TradusShareholders. In addition, Naspers and Tradus have entered into an Implementation Agreementwhich sets out, amongst other things, various matters in relation to theimplementation of the Acquisition, the conduct of Tradus' business prior to theEffective Date or lapse of the Acquisition and contains certain assurances andconfirmations between the parties, including to implement the Acquisition inaccordance with the indicative timetable contained therein. The ImplementationAgreement will terminate in certain circumstances (without prejudice to certainobligations, including the payment of the inducement fee), including if: • the Tradus Shareholders do not approve the Scheme at the Court Meetingor do not pass the relevant resolutions at the EGM or the Court does notsanction the Scheme (in each case, unless Naspers elects to effect theAcquisition by way of an Offer); • any of the Conditions is (or become) incapable of satisfaction; or • the Effective Date has not occurred by 18 June 2008. 15. Disclosure of interests in Tradus Save for the Tradus Shares which are the subject of the irrevocable undertakingssummarised in paragraph 6, neither Naspers or MIH Internet nor, so far as MIHInternet are aware, any person acting in concert with Naspers or MIH Internet,owns or controls any Tradus Shares or any securities convertible or exchangeableinto Tradus Shares or any rights to subscribe for or purchase the same, or holdsany options (including traded options) in respect of, or has any option toacquire, any Tradus Shares or has entered into any derivatives referenced toTradus Shares ("Relevant Tradus Securities") which remain outstanding, nor doesany such person have any arrangement in relation to Relevant Tradus Securities.For these purposes, "arrangement" includes any indemnity or option arrangement,and any agreement or understanding, formal or informal, of whatever nature,relating to Relevant Tradus Securities which may be an inducement to deal orrefrain from dealing in such securities. 16. Indicative timetable The Acquisition will be made on the terms and subject to the Conditions set outin this announcement and the further terms and conditions to be set out in theScheme Documentation, including the obtaining of relevant regulatory approvals(in particular Polish competition authority clearance), approvals by TradusShareholders and the sanction of the Scheme by the Court. The Scheme Documentwill include full details of the Scheme, together with notices of the CourtMeeting and the EGM and the expected timetable. The Scheme Documentation will bedispatched to Tradus Shareholders and, for information only, to holders ofoptions granted under the Tradus Share Schemes, in due course. An indicative timetable of principal events is as follows: Event Indicative timing Posting of Scheme Document mid-January 2008 Court Meeting and EGM early February 2008 Court hearing to sanction the Scheme and confirm early March 2008Reduction of Capital (if the Scheme is approved byShareholders) Effective Date of the Scheme (if sanction and early March 2008confirmation of the Court is received) Latest date for consideration to be posted to Tradus 14 days after Effective DateShareholders All dates in this announcement which relate to the implementation of the Schemeare subject to the approval of the Court and to the Conditions being satisfied(in particular the receipt of satisfactory clearance from the Polish competitionauthority in respect of the Acquisition due to a mandatory filing requirement). A more detailed timetable will be included in the Scheme Document. In deciding whether or not to vote in favour of the Scheme, Tradus Shareholdersshould rely on the information contained in, and follow the procedures describedin, the Scheme Document and the Form of Proxy. 17. General MIH Internet reserves the right, with the consent of the Panel (wherenecessary), to elect to implement the Acquisition by making an Offer for theentire issued and to be issued share capital of Tradus. If MIH Internet elects to implement the Acquisition by an Offer, the Offer willbe implemented on the same terms (subject to appropriate amendments and with theconsent of the Panel, where necessary), so far as applicable, as those whichwould apply to the Scheme. Furthermore, if sufficient acceptances of such Offerare received and/or sufficient Tradus Shares are otherwise acquired, it is theintention of MIH Internet to apply the provisions of Part 28 of the CompaniesAct 2006 to acquire compulsorily any outstanding Tradus Shares to which suchOffer relates. It is intended that, following the Acquisition becoming effective and subject toapplicable requirements of the London Stock Exchange and the UK ListingAuthority, MIH Internet will procure that Tradus will apply to the London StockExchange and the UK Listing Authority for cancellations, respectively, of theadmission to trading of the Tradus Shares on the London Stock Exchange's marketfor listed securities and of the listing of the Tradus Shares on the OfficialList. The Acquisition will be subject to the conditions set out in Appendix I.Appendix II contains the bases and sources of certain information contained inthis announcement. The definitions of certain terms used in this announcementare set out in Appendix IV. Enquiries Naspers Mark Sorour (Group Chief Investment Officer) Telephone: +27 (0) 21 406 3008 Steve Pacak (Group Chief Financial Officer) Telephone: +27 (0) 21 406 3585 Citi Telephone: +44 (0) 20 7986 4000(Sole financial adviser and corporate broker to Naspers and MIH Internet) London Matthew Smith Michael Longoni Charles Lytle (Corporate Broking) South Africa Telephone: +27 (0) 11 944 1000 Nick Pagden Tradus Telephone: +44 (0) 20 7384 6310 Simon Duffy (Chairman) Robert Dighero (Chief Financial Officer) Alison Cabot (Investor Relations) JPMorgan Cazenove Telephone: +44 (0) 20 7588 2828(Sole financial adviser and corporate broker to Tradus) Harry Hampson David Harvey-Evers Donald Monson Financial Dynamics Telephone: +44 (0) 20 7831 3113(Financial PR to Tradus) James Melville-Ross Juliet Clarke This announcement does not constitute or form any part of an offer or invitationto sell or purchase any securities or the solicitation of an offer to buy anysecurities or the solicitation of any vote or approval in any jurisdictionpursuant to the Acquisition or otherwise. The Acquisition will be made solely bymeans of the Scheme Document and the Form of Proxy accompanying the SchemeDocumentation, which will contain the full terms and conditions of theAcquisition, including details of how to vote in favour of the Acquisition.Tradus Shareholders are advised to read this announcement in conjunction withthe formal documentation in relation to the Acquisition carefully, once it hasbeen dispatched. The Acquisition will be subject to the conditions set out inAppendix I of this announcement and the full conditions and further terms whichwill be set out in the Scheme Document and Form of Proxy. This announcement andall other materials related to the Acquisition are solely directed to existingTradus Shareholders. Any acceptance or other responses to the Acquisition should be made only on thebasis of the information in Scheme Document. Tradus will prepare the SchemeDocument to be distributed to the Tradus Shareholders. Citi, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Naspers and MIH Internet and noone else in relation to the matters referred to in this announcement and willnot be responsible to anyone other than Naspers and MIH Internet for providingthe protections afforded to clients of Citi nor for providing advice in relationto these matters, the content of this announcement or any matter referred toherein. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Tradus and no oneelse in relation to the matters referred to in this announcement and will not beresponsible to anyone other than Tradus for providing the protections affordedto clients of JPMorgan Cazenove nor for providing advice in relation to thesematters, the content of this announcement or any matter referred to herein. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. Copies of this announcement are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom any Restricted Jurisdiction and persons receiving this announcement(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it in or into or from any Restricted Jurisdiction. The Acquisition will be subject to the applicable rules and regulations of theUK Listing Authority, the London Stock Exchange and the City Code. Notice to US investors in Tradus The Acquisition relates to the shares of a UK company, is subject to UKdisclosure requirements (which are different from those of the US) and isproposed to be made by means of a scheme of arrangement provided for underEnglish company law. Accordingly, the Acquisition is subject to the disclosurerequirements and practices applicable in the UK to schemes of arrangement whichdiffer from the disclosure requirements and practices for US proxysolicitations, shareholder votes or tender offers. Financial informationincluded in this announcement has been prepared, unless specifically statedotherwise, in accordance with accounting standards applicable in the UK and, inrespect of Naspers, South Africa and thus may not be comparable to the financialinformation of US companies or companies whose financial statements are preparedin accordance with generally accepted accounting principles in the US. Also, thesettlement procedure with respect to the Acquisition will be consistent with UKpractice, which may differ from procedures in comparable transactions incountries other than the UK in certain material respects, particularly withregard to date of payment. If MIH Internet exercises its right to implement theAcquisition by way of an Offer, the Acquisition will be made in compliance withapplicable UK laws and regulations. Neither the SEC nor any securities commission of any state of the United Stateshas (a) approved or disapproved of the Acquisition; (b) passed upon the meritsor fairness of the Acquisition; or (c) passed upon the adequacy or accuracy ofthe disclosure in this document. Any representation to the contrary may be acriminal offence in the United States. It may be difficult for US holders of Tradus Shares to enforce their rights andany claim arising out of the US federal securities laws, since Naspers andTradus are not located in the US, and some or all of their officers anddirectors may be residents of a country other than the United States. US holdersof Tradus Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of the US securities laws. Further,it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgement. Forward looking statements This announcement includes certain "forward-looking statements" concerningTradus. These statements are based on the current expectations of the managementof Tradus and Naspers and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein includestatements about the expected effects on Naspers of the Acquisition, theexpected timing and scope of the Acquisition, anticipated earnings enhancements,estimated cost savings and other synergies, costs to be incurred in achievingsynergies, potential disposals and other strategic options and all otherstatements in this announcement other than historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intends", "expects", "anticipates", "targets", "estimates" and words ofsimilar import. Although Tradus and Naspers believe that the expectationsreflected in such forward-looking statements are reasonable, Tradus and Nasperscan give no assurance that such expectations will prove to have been correct. Bytheir nature, forward-looking statements involve risk and uncertainty becausethey relate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Acquisition, and Naspers' ability to successfullyintegrate the information technology platforms and other operations andemployees of Tradus, as well as additional factors, such as: local and globalpolitical and economic conditions; foreign exchange rate fluctuations andinterest rate fluctuations (including those from any potential credit ratingdecline); legal or regulatory developments and changes; the impact of anymaterial disruption to information technology systems; Naspers' abilitysuccessfully to expand internationally and manage growth; the impact of anyacquisitions or similar transactions; competition and pricing pressures;increasing dependence on sales in emerging markets; and non-payment bycustomers. Other unknown or unpredictable factors could cause actual results todiffer materially from those in the forward-looking statements. Given theserisks and uncertainties, investors should not place undue reliance onforward-looking statements as a prediction of actual results. Neither Tradus norNaspers undertake any obligation to update publicly or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally required. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Tradus, all "dealings" in any "relevant securities" ofTradus (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Scheme and/or Offer becomes effective, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Tradus, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Tradus by Naspers or Tradus, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. APPENDIX I CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND ACQUISITION 1. The Acquisition will be conditional upon the Scheme becomingunconditional and becoming effective by no later than 18 June 2008, or suchlater date (if any) as MIH Internet and Tradus may agree and the Court mayallow. 2. The Scheme will be subject to the following conditions: (a) its approval by a majority in number representing 75 per cent. or more innominal value of the Scheme Shareholders (or the relevant class or classesthereof), present and voting, either in person or by proxy, at the Court Meetingand at any separate class meeting which may be required by the Court or at anyadjournment of that Court Meeting; (b) all resolution(s) necessary to approve and implement the Scheme (or tocomply with the City Code) being passed by the requisite majority or majoritiesat an EGM of Tradus or at any adjournment of that EGM; and (c) the sanction with or without modification (but subject to any suchmodification being acceptable to MIH Internet and Tradus) of the Scheme and theconfirmation of the Reduction of Capital by the Court and: (i) the delivery of an office copy of each of the Court Orders and ofthe minute confirming the Reduction of Capital to the Registrar of Companies;and (ii) the registration of the Court Order effecting the Reduction ofCapital by the Registrar of Companies. 3. In addition, MIH Internet and Tradus have agreed that, subject as statedin paragraph 6 below, the Acquisition will also be conditional upon, andaccordingly the necessary actions to make the proposed acquisition of Tradus byMIH Internet effective will only be taken upon, the following conditions (asamended if appropriate) having been satisfied or waived: (a) notification pursuant to the Polish Competition and Consumers ProtectionAct 2007 (the "Act") in relation to the Acquisition and the proposed acquisitionof any Tradus Shares or control of Tradus by MIH Internet or any member of theNaspers Group having been made; and (i) unconditional merger control clearance for the Acquisition havingbeen received; or (ii) conditional merger control clearance for the Acquisition havingbeen received in terms satisfactory to MIH Internet; or (iii) the Acquisition having been deemed to have been cleared becauseall applicable waiting periods under the Act have expired; or (iv) the Polish competition authority (the "Authority") having rejectedthe notification on the basis of a conclusion that the Acquisition is not aconcentration subject to notification pursuant to the Act; or (v) the Authority having issued a decision to discontinue its review,otherwise than as a result of withdrawal of the notification, provided that suchdecision allows MIH Internet to carry out the Acquisition without infringingPolish merger control; (b) no Relevant Authority having decided to take, institute, implement orthreaten (by notification in writing) any action, proceeding, suit,investigation, enquiry or reference, or enacted, made or proposed any statute,regulation, decision or order, or having taken any other steps which would ormight reasonably be expected to, in each case to an extent which is material inthe context of the Wider Naspers Group or Wider Tradus Group taken as a whole: (i) make the Acquisition or its implementation, or the acquisition orproposed acquisition by MIH Internet or any member of the Wider Naspers Group ofany shares or other securities in, or control of, Tradus void, illegal, orunenforceable under the laws of any jurisdiction, or otherwise, directly orindirectly, materially restrain, restrict, prohibit, delay or otherwisematerially interfere with the same, or impose additional conditions or financialor other obligations with respect thereto, or otherwise challenge or materiallyinterfere therewith; (ii) impose any material limitation on the ability of any member of theWider Naspers Group or any member of the Wider Tradus Group to conduct all orany part of their respective businesses or to own or control any of theirrespective material assets or properties or any material part thereof or torequire, prevent or delay the divestiture (or alter the terms of any proposeddivestiture) by any member of the Wider Naspers Group or Wider Tradus Group ofall or part of their respective businesses, assets or properties; (iii) impose any limitation on, or result in a material delay in, theability of any member of the Wider Naspers Group, directly or indirectly, toacquire or to hold or to exercise effectively all or any rights of ownership inrespect of the Tradus Shares or any shares or loans or securities convertible orexchangeable into Tradus Shares or any other securities (or the equivalent) inany member of the Wider Tradus Group or to exercise management control over anysuch member; (iv) require any member of the Wider Naspers Group or the Wider TradusGroup to offer to acquire or repay any shares or other securities (or theequivalent) or interest in and/or indebtedness of any member of the Wider TradusGroup or the Wider Naspers Group; (v) impose any limitation on the ability of any member of the WiderNaspers Group or Wider Tradus Group to integrate or co-ordinate its business, orany part of it, with the businesses of any other members of the Wider NaspersGroup or Wider Tradus Group; (vi) result in any member of the Wider Tradus Group ceasing to be able tocarry on business under any name under which it presently does so; or (vii) otherwise materially adversely affect any or all of the businesses,assets, financial or trading position profits or long term prospects (where suchlong term prospects do not relate to a change in general economic conditions andwhich could not reasonably have been foreseen on the date hereof) of any memberof the Wider Naspers Group or of any member of the Wider Tradus Group, and all applicable waiting and other time periods during which any suchRegulatory Authority could institute, implement or threaten any action,proceeding, suit, investigation, enquiry or reference or take any other step orintervene under the laws of any jurisdiction in respect of the Acquisition orthe acquisition or proposed acquisition of any Tradus Shares having expired,lapsed or been terminated; (c) all authorisations, orders, grants, recognitions, confirmations, licences,certificates, consents, clearances, permissions and approvals ("Authorisation")reasonably deemed necessary or appropriate by MIH Internet in any jurisdictionfor or in respect of the Acquisition or the acquisition or proposed acquisitionby MIH Internet of any shares or other securities in, or control of, Tradus orthe carrying on by any member of the Wider Tradus Group of its business havingbeen obtained in terms and in a form reasonably satisfactory to MIH Internetfrom all appropriate Relevant Authorities or (without prejudice to thegenerality of the foregoing) from any persons or bodies with whom any member ofthe Wider Tradus Group has entered into contractual arrangements, in each casewhere the absence of such authorisations would have a material adverse effect onthe Wider Tradus Group taken as a whole, and all such authorisations remainingin full force and effect and all filings necessary for such purpose having beenmade and there being no notice or intimation of any intention to revoke,suspend, restrict or amend or not to renew the same at the time the Scheme isdue (but for this condition) to become effective; (d) except as (i) publicly announced by Tradus in accordance with the ListingRules, or (ii) disclosed in the annual report and accounts of Tradus for theyear ended 31 March 2007, or (iii) disclosed in the interim report of Tradus forthe six months ended 30 September 2007, or (iv) as otherwise fairly disclosed inwriting to MIH Internet or its advisers by or on behalf of any member of theTradus Group prior to the date hereof, there being no provision of anyagreement, arrangement, licence, permit or other instrument to which any memberof the Wider Tradus Group is a party or by or to which any such member or any ofits assets may be bound, entitled or subject, which in consequence of theAcquisition or the proposed acquisition of any shares or other securities inTradus or because of a change in the control or management of Tradus orotherwise, would or could reasonably be expected to result in (to an extentwhich is material in the context of the Wider Tradus Group as a whole): (i) any indebtedness or liabilities (actual or contingent) of, or anygrant available to, any such member, being or becoming repayable or capable ofbeing declared repayable immediately or earlier than their or its statedmaturity date or repayment date or the ability of any such member to borrowmoneys or incur any indebtedness being withdrawn or inhibited or being capableof becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit or instrument, orthe rights, liabilities, obligations or interests of any member of the WiderTradus Group thereunder, being or becoming capable of being terminated oradversely modified or affected or any obligation or liability arising thereunderor any adverse action being taken; (iii) any assets or interests of, or any asset or interest the use ofwhich is enjoyed by, any member of the Wider Tradus Group being or falling to bedisposed of or charged (otherwise than in the ordinary course of business) orceasing to be available to any member of the Wider Tradus Group or any rightarising under which any such asset or interest would or could be reasonablyexpected to be required to be disposed of or charged or would or could bereasonably expected not to be available to any member of the Wider Tradus Groupin each case otherwise than in the ordinary course of business; (iv) the creation of any mortgage, charge or other security interest overthe whole or any part of the business, property, assets or interests of anymember of the Wider Tradus Group or any such security interest (whenevercreated, arising or having arisen) being enforced or becoming enforceable; (v) the value of any member of the Wider Tradus Group or its financialor trading position or long term prospects (where such long term prospects donot relate to a change in general economic conditions and which could notreasonably have been foreseen on the date hereof) being materially prejudiced oradversely affected; (vi) any member of the Wider Tradus Group ceasing to be able to carry onbusiness under any name under which it presently does so; or (vii) the creation of any liability, actual or contingent, by any memberof the Wider Tradus Group otherwise than in the ordinary course of business, and no event having occurred which, under any provision of any such agreement,arrangement, licence, permit or other instrument to which any member of theWider Tradus Group is a party or by or to which any such member or any of itsassets may be bound, entitled or subject, would or could reasonably be expectedto result in any of the events or circumstances as are referred to insub-paragraphs (i) to (vii) of this paragraph (d) to an extent which is materialin the context of the Wider Tradus Group as a whole; (e) since 31 March 2007 and except as disclosed in Tradus' annual report andaccounts for the year ended 31 March 2007 or in the interim results statement ofTradus for the six months ended on 30 September 2007, or as otherwise publiclyannounced by Tradus through an RIS or fairly disclosed in writing to MIHInternet or its advisers by or on behalf of any member of the Tradus Group,prior to the date hereof, no member of the Wider Tradus Group having: (i) save as between Tradus and wholly-owned subsidiaries of Tradus orfor Tradus Shares issued pursuant to the exercise of options granted under theTradus Employee Share Schemes or pursuant to the Litigation SettlementAgreement, issued, authorised or proposed the issue of shares or securities ofany class or securities convertible into or exchangeable for shares of any classor rights, warrants or options to subscribe for, or acquire, any such shares orconvertible or exchangeable securities; (ii) other than any distribution by any wholly-owned subsidiary withinthe Tradus Group or to Tradus, recommended, declared, paid or made or proposedto recommend, declare, pay or make any bonus, dividend or other distributionwhether payable in cash or otherwise; (iii) save for transactions as between subsidiaries within the TradusGroup or between Tradus and any of its subsidiaries on arm's length terms,effected, authorised or announced any intention (1) to merge or demerge any bodycorporate, partnership or business; (2) to acquire, dispose of or transfer,mortgage, charge or create any security interest over, any assets or shares orany right, title or interest in any assets or shares; (3) for a reconstruction,amalgamation, or scheme in respect of itself or another member of the WiderTradus Group, in each case other than in the ordinary course of business andwhich in each case would be material in the context of the Wider Tradus Grouptaken as a whole; (iv) save for transactions between Tradus and its wholly-ownedsubsidiaries, made or authorised or proposed or announced an intention topropose any change in its loan capital; (v) issued, authorised or proposed the issue of any debentures or (savefor transactions between Tradus and/or its wholly-owned subsidiaries), save inthe ordinary course of business, incurred or increased any indebtedness orbecome subject to any liability, actual or contingent, which is material in thecontext of the Tradus Group as a whole; (vi) purchased, redeemed, repaid, or reduced or proposed the purchase,redemption, repayment or reduction of any of its own shares or other securitiesor, save in respect to the matters mentioned in sub-paragraph (i) above, madeany other change to any part of its share or loan capital; (vii) entered into or made any offer to enter into or vary the terms ofany contract with any director or Persons Discharging Managerial Responsibility(as such term is defined in the UK Listing Rules) of Tradus or Wider TradusGroup; (viii) entered into or varied or authorised or announced its intention toenter into or vary any contract, transaction or commitment (whether in respectof capital expenditure or otherwise) which is of a long term, onerous or unusualnature or magnitude, or which involves or could involve an obligation of such anature or magnitude or which is other than in the ordinary course of business,in each case which is material in the context of the Wider Tradus Group taken asa whole; (ix) (other than in respect of a member which is dormant and was solventat the relevant time) taken any corporate action or had any legal proceedingsstarted or threatened (in writing) against it for its winding-up, dissolution,striking off or reorganisation or for the appointment of a receiver,administrative receiver, administrator, trustee or similar officer over all orany material part of its assets or revenues or for any analogous steps orproceedings in any jurisdiction for the appointment of any analogous person inany jurisdiction; (x) been unable or admitted in writing that is unable to pay its debtsor having stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease carrying on all or asubstantial part of its business; (xi) entered into any contract, transaction or arrangement which is orwould be restrictive on the business of any member of the Wider Tradus Group inany such case which is material in the context of the Wider Tradus Group takenas a whole; (xii) waived or compromised any claim otherwise than in the ordinarycourse of business, which is material in the context of the Wider Tradus Grouptaken as a whole; (xiii) having made or agreed or consented to any variation, change,amendment, modification or supplement to the Litigation Settlement Agreement orany ancillary documentation thereto; (xiv) having made or agreed or consented to any material change to: 1. the terms of the trust deeds constituting the pension scheme(s)established by any member of the Wider Tradus Group for its directors, employeesor their dependents; 2. the contributions payable to any such scheme(s) or to the benefits whichaccrue or to the pensions which are payable thereunder; 3. the basis on which qualification for, or accrual or entitlement to, suchbenefits or pensions are calculated or determined; or 4. the basis upon which the liabilities (including pensions) of suchpension schemes are funded, valued or made; (xv) save in respect of any amendments to the Tradus Employee Share Schemesdescribed in this announcement, proposed, agreed to provide, or modified theterms of, any share option scheme, incentive scheme or other material benefitrelating to the employment or termination of employment of any person employedby the Wider Tradus Group; (xvi) made any amendment to the memorandum or articles of association ofTradus or any subsidiary of QXL Holding B.V, save where required by anymandatory rule of applicable law or regulation; (xvii) save as between Tradus and its subsidiaries, granted any lease or thirdparty rights in respect of any of the leasehold or freehold property owned oroccupied by it or transferred or otherwise disposed of any such property in anysuch case which is material in the context of the Wider Tradus Group taken as awhole; (xviii) entered into an agreement, arrangement or commitment or passed anyresolution or made any offer (which remains open for acceptance) with respect toor announced any intention to, or to propose to, effect any of the transactions,matters or events referred to in this paragraph; (f) since 31 March 2007 and except as disclosed in the accounts for the yearended 31 March 2007 or in the interim results statement of Tradus for the sixmonths ended on 30 September 2007 or as otherwise publicly announced through aRIS or fairly disclosed in writing to MIH Internet or its advisers by or onbehalf of any member of the Tradus Group prior to the date hereof: (i) no adverse change or deterioration having occurred in thebusiness, assets, financial or trading position or profits or long termprospects (where such long term prospects do not relate to a change in generaleconomic conditions and which could not reasonably have been foreseen on thedate hereof) of any member of the Wider Tradus Group which is material in thecontext of the Wider Tradus Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Tradus Group is or may become aparty (whether as a claimant, defendant or otherwise) and no investigation by orcomplaint or reference to any Relevant Authority, against or in respect of anymember of the Wider Tradus Group, having been instituted, announced orthreatened by or against or remaining outstanding in respect of any member ofthe Wider Tradus Group which in any such case might reasonably be expected toadversely affect any member of the Wider Tradus Group and which is material inthe context of the Wider Tradus Group taken as a whole; (iii) no contingent or other liability of any member of the Wider TradusGroup having arisen or become apparent or increased which would be reasonablylikely to adversely affect any member of the Wider Tradus Group and which ismaterial in the context of the Wider Tradus Group taken as a whole; and (iv) no steps having been taken and no omissions having been made whichare or are reasonably likely to result in the withdrawal, cancellation,termination or modification of any authorisation held by or granted to anymember of the Wider Tradus Group, which is necessary for the proper carrying onof its business and which is material in the context of the Wider Tradus Grouptaken as a whole; (g) save as fairly disclosed in writing to MIH Internet or its advisers priorto the date hereof by or on behalf of any member of the Tradus Group, MIHInternet not having discovered: (i) that any financial, business or other information concerning theWider Tradus Group as contained in the information publicly disclosed at anytime by or on behalf of any member of the Wider Tradus Group is materiallymisleading, contains a material misrepresentation of fact or omits to state afact necessary to make that information not materially misleading to an extentwhich in any such case is material in the context of the Wider Tradus Grouptaken as a whole; (ii) that any member of the Wider Tradus Group is subject to anyliability (contingent or otherwise) which is not disclosed in the annual reportand accounts of Tradus for the year ended 31 March 2007 or the consolidatedinterim results for the six months ended 30 September 2007 which is material inthe context of the Wider Tradus Group taken as a whole; or (iii) any information which materially affects the import of anyinformation disclosed to MIH Internet at any time by or on behalf of any memberof the Wider Tradus Group which in any such case is material in the context ofthe Wider Tradus Group taken as a whole; (h) save as fairly disclosed to MIH Internet or its advisers in writing priorto the date hereof MIH Internet not having discovered that, in relation to anyrelease, emission, accumulation, discharge, disposal or other fact orcircumstance which has impaired or is likely to impair the environment(including property) or harmed or is likely to harm human health, a past orpresent member of the Wider Tradus Group: (i) having committed any violation ofany applicable laws, statutes, regulations, notices or other requirements of anyRelevant Authority; and/or (ii) having incurred any liability (whether actual orcontingent) to any person; and/or (iii) being required, to make good, remediate,repair, reinstate or clean up the environment (including any property), which(in each case) is material in the context of the Wider Tradus Group taken as awhole. 4. The Acquisition will lapse and the Scheme will not proceed if, beforethe Effective Date: (a) the European Commission initiates proceedings under Articles 6(1)(c) ofthe ECMR; or (b) the Acquisition is referred to the Competition Commission. 5. If the Acquisition lapses or is withdrawn, it will cease to be capableof further acceptance. Tradus Shareholders who have already accepted theAcquisition shall then cease to be bound by the acceptances delivered on orbefore the date on which the Acquisition lapses or is withdrawn. 6. Subject to the requirements of the Panel, MIH Internet reserves theright to waive in whole or in part, in its discretion, all or any of theConditions contained in paragraph 3 of this Appendix I. Any Confirmation (asdefined in the Implementation Agreement) or waiver given immediately prior tothe Reduction Record Time shall be irrevocable. 7. If MIH Internet is required by the Panel to make an offer for TradusShares under the provisions of Rule 9 of the City Code, MIH Internet may makesuch terms and conditions of the Acquisition as are necessary to comply with theprovisions of that Rule. 8. MIH Internet reserves the right to elect (with the consent of the Panel,where necessary) to implement the Acquisition by way of an Offer as it maydetermine in its sole and absolute discretion. In such event, such Offer will beimplemented on the same terms, so far as applicable, as those which would applyto the Scheme, subject to appropriate amendments to reflect the change in methodof effecting the Acquisition, including (without limitation and subject to theconsent of the Panel, where necessary) an acceptance condition set at 90 percent. (or such lesser percentage, being more than 50 per cent., as MIH Internetmay decide): (i) in nominal value of the shares to which such Offer relates;(ii) of the voting rights attached to those shares. 9. This Acquisition, and any rights or liabilities arising thereunder or inconnection therewith, will be governed by English law and be subject to thejurisdiction of the English courts and to the conditions set out in the SchemeDocument and any forms of election or acceptance in relation thereto. The rulesand regulations of the Financial Services Authority, the London Stock Exchange,the City Code and the Companies Acts shall, so far as they are appropriate andapplicable, apply to the Offer and the Scheme. 10. The ability to effect the Acquisition in respect of persons not resident inthe United Kingdom may be affected by the laws of the relevant jurisdictions.Persons who are not resident in the United Kingdom should inform themselvesabout and observe any applicable requirements. 11. If the Acquisition is effected, save to the extent cancelled pursuant tothe Scheme, the Tradus Shares which will be acquired pursuant to the Acquisitionwill be acquired fully paid and free from all liens, equities, charges,encumbrances, options, rights of pre-emption and any other third party rightsand interests of any nature and together with all rights now or hereafterattaching or accruing to them, including voting rights and the right to receiveand retain in full all dividends and other distributions (if any) declared, madeor paid on or after the date of this announcement. APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION In this announcement: 1. There are 46,184,709 Tradus Shares in issue at the date of thisannouncement. 2. The cash consideration of £946 million payable under the Acquisition isbased on the fully diluted share capital of Tradus being 52,573,109 TradusShares. This has been calculated on the basis of: • the number of issued Tradus Shares referred to in paragraph 1 above; • further Tradus Shares of 6,388,400 which are capable of being issuedon or after the date of this announcement on: (i) the exercise of options orvesting of awards under the Tradus Employee Share Schemes, amounting inaggregate to 2,582,920 Tradus Shares, and (ii) the issue of LitigationSettlement Shares under the terms of the Litigation Settlement Agreement,amounting in aggregate to 3,805,480 Tradus Shares; and 3. Unless otherwise stated: • financial information relating to Naspers has been extracted orderived (without any adjustment) from the audited annual report and accounts ofNaspers for the year ended 31 March 2007 and reviewed interim report for the sixmonths ended 30 September 2007; • exchange rates of Rand 13.35 to £1 and Rand 14.22 to £1 (being theaverage Rand/£ exchange rates as at close of business in London over the year to31 March 2007 and six months to 30 September 2007, respectively) and Rand 14.28to £1 and Rand 14.07 to £1 (being the Rand/£ exchange rate as at close ofbusiness in London at 31 March 2007 and 30 September 2007 respectively) havebeen used for the income statement and balance sheet amounts respectively,sourced from Bloomberg; • financial information relating to Tradus has been extracted or derived(without any adjustment) from the audited annual report and accounts of Tradusfor the year ended 31 March 2007 and Tradus' announcement dated 18 October 2007of its interim results for the six months ended 30 September 2007 which areunaudited; and • information relating to Tradus has been provided by the TradusDirectors. 4. Unless otherwise stated, all prices and closing prices for Tradus Sharesare closing middle market quotations derived from Daily Official List. 5. An exchange rate of Rand 13.81 to £1 has been used, being the Rand/£exchange rate as at close of business in London on 14 December 2007, sourcedfrom the Financial Times (London Edition), has been used to calculate the marketcapitalisation of Naspers as at 14 December 2007. APPENDIX III DETAILS OF IRREVOCABLE UNDERTAKINGS The following holders of Tradus Shares have given irrevocable undertakings tovote in favour of the Scheme and the resolutions at the Court Meeting and the EGM: Name Number of Tradus Shares Percentage of issued share capital R S Dighero 36,300 0.1 G B McInroy 4,300 0.0 D Barnea 135,000 0.3 Professor A J Neyman 80,000 0.2 P E Rowley 3,255 0.0 Novator Equities Limited 4,947,590 10.7 Wouwer Investeringen B.V.(1) 3,073,548 6.7 Total 8,279,993 17.9 APPENDIX IV DEFINITIONS The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Acquisition" the proposed acquisition by MIH Internet or another wholly-owned member of Naspers Group of the entire issued and to be issued ordinary share capital of Tradus to be implemented by general offer by means of the Scheme or, if MIH Internet so determines in its sole and absolute discretion, by means of the Offer (subject to the consent of the Panel wherever necessary); "Citi" Citigroup Global Markets Limited; "City Code" the Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel; "Companies Acts" the Companies Act 1985 and Companies Act 2006; "Companies Act 1985" the Companies Act 1985, as amended; "Companies Act 2006" the Companies Act 2006, as amended; "Conditions" the conditions to the Acquisition which are set out in Appendix I to this announcement, and "Condition" shall be construed accordingly; "Court" the High Court of Justice in England and Wales; "Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act 1985 for the purpose of considering and, if thought fit, approving the Scheme (with or without modification), and any adjournment thereof; "Court Orders" the Scheme Court Order and/or the Reduction Court Order, as the case may be; "Daily Official List" the Daily Official List of the London Stock Exchange; "ECMR" the European Commission Merger Regulation (Council Regulation No 139/2004); "Effective Date" (1) the date on which the Acquisition becomes effective in accordance with its terms; or (2) if Naspers elects to implement the Acquisition by way of an Offer, the date the Offer becomes or is declared unconditional in all respects; "EGM" the extraordinary general meeting of Tradus Shareholders to be convened in connection with the Acquisition, and any adjournment thereof; "Financial Services Authority" the UK Financial Services Authority; "Form of Proxy" the form of proxy for use by Tradus Shareholders at the EGM and the Court Meeting; "Implementation Agreement" the implementation agreement dated on or about the date of this announcement between Naspers and Tradus; "JPMorgan Cazenove" JPMorgan Cazenove Limited; "JSE Limited" JSE Limited (formerly the JSE Securities Exchange South Africa), registration number 2005/022939/06, a public company incorporated in South Africa, licensed as a securities exchange in terms of the (South African) Securities Services Act of 2004; "Litigation Settlement Agreement" the litigation settlement agreement entered into on 29 June 2006 between Tradus and, among others, Wouwer Investeringen B.V. and Tomasz Dudziak; "Litigation Settlement Shares" the "Deferred Consideration Shares" and "Retention Shares", as such terms are defined in the Litigation Settlement Agreement; "London Stock Exchange" London Stock Exchange plc; "Meetings" the Court Meeting and/or the EGM, as the case may be; "MIH Internet" MIH Internet B.V., registration number 146 7873 and trade register number 34288716, a private company incorporated in the Netherlands; "Naspers" Naspers Limited, registration number 1925/00/1431/06, a public company incorporated in South Africa; "Naspers Group" Naspers and its wholly-owned subsidiaries and subsidiary undertakings from time to time and "member of the Naspers Group" shall be construed accordingly; "Offer" means, if MIH Internet elects to effect the Acquisition by means of a takeover offer (as defined in Part 28 of the Companies Act 2006), the offer to be made by or on behalf of MIH Internet to acquire the entire issued and to be issued ordinary share capital of Tradus (at a price of not less than £18 per ordinary share) including, where the context so requires, any subsequent revision, variation, extension or renewal thereof (provided that the price is not less than £18 per ordinary share); "Official List" the Official List of the UK Listing Authority; "Panel" the UK Panel on Takeovers and Mergers; "Reduction Court Hearing" the hearing by the Court of the application to confirm the Reduction of Capital; "Reduction Court Order" the order of the Court confirming the Reduction of Capital under section 137 of the Companies Act 1985; "Reduction of Capital" the reduction of Tradus' share capital pursuant to section 135 of the Companies Act 1985, by way of the cancellation of the Scheme Shares, provided for by the Scheme; "Reduction Record Time" the time and date specified as such in the Scheme Document, expected to be 10.00 a.m. on the day of the Reduction Court Hearing; "Registrar of Companies" the Registrar of Companies in England and Wales; "Relevant Authority" any central bank, ministry, governmental, quasi-governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel and the Financial Services Authority; "Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information is sent or made available to Tradus Shareholders in that jurisdiction; "Scheme" the proposed scheme of arrangement under section 425 of the Companies Act 1985 between Tradus and the Scheme Shareholders (at a price not less than £18 per ordinary share), the terms of which are to be set out in the Scheme Document, with or subject to any variation, modification, supplement, addition or condition thereto approved or imposed by the Court and agreed to by Tradus and MIH Internet (provided that it is at a price of not less than £18 per ordinary share); "Scheme Court Hearing" the hearing by the Court to sanction the Scheme; "Scheme Court Order" the order of the Court sanctioning the Scheme under section 425 of the Companies Act 1985; "Scheme Document" or "Scheme the document addressed to Tradus Shareholders containing,Documentation" inter alia, the Scheme and the notices of the Meetings; "Scheme Shareholders" the holders of Scheme Shares (including those represented by Target ADSs); "Scheme Shares" all Tradus Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time but on or before the Reduction Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof have agreed in writing to be bound by the Scheme, but excluding Tradus Shares legally or beneficially owned by any member of the Tradus Group; "South Africa" the Republic of South Africa; "Tradus" Tradus plc (formerly QXL ricardo plc), registration number 3430894, a public company incorporated in England and Wales; "Tradus ADS" an American Depositary share representing 250 Tradus Shares; "Tradus Board" the board of directors of Tradus; "Tradus Employee Share Schemes" The 1999 Approved Employee Share Option Scheme, the 1999 Unapproved Share Option Scheme and various individual option arrangements with non-executive directors of Tradus; "Tradus Group" Tradus and its wholly-owned subsidiaries and subsidiary undertakings from time to time and "member of the Tradus Group" shall be construed accordingly; "Tradus Shareholders" holders of Tradus Shares; "Tradus Shares" the ordinary shares of 5p each in the capital of Tradus; "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 (as amended); "US" or "United States" The United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; "US Exchange Act" US Securities Exchange Act 1934, as amended and the rules and regulations thereunder; "US Securities Act" US Securities Act 1933, as amended and the rules and regulations thereunder; "Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting; "Wider Naspers Group" the Naspers Group and its associated undertakings and any other body corporate, partnership, joint venture or persons in which a member of the Naspers Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent and "member of the Wider Naspers Group" shall be construed accordingly; and "Wider Tradus Group" the Tradus Group and its associated undertakings and any other body corporate, partnership, joint venture or persons in which a member of the Tradus Group and such undertakings (aggregating that interest) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent and "member of the Wider Tradus Group" shall be construed accordingly. -------------------------- (1) As at the date of this announcement-------------------------- This information is provided by RNS The company news service from the London Stock Exchange
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