4 Dec 2015 07:00
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN & ISIN: ZAE000015889
LSE ADS code: NPSN & ISIN: US6315121003
("Naspers" or the "Group")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE NASPERS TO TAKE ANY ACTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH SHARES IN THE UNITED STATES.
RESULTS OF THE EQUITY CAPITAL RAISE
Investors are referred to the announcement released by Naspers through SENS and RNS on 3 December 2015 regarding Naspers's launch of a capital raising of up to US$2.5bn (the "Capital Raising") by way of a private placement to institutional investors (the "Placing").
Naspers is pleased to announce that it has successfully priced the Placing, raising gross proceeds of US$2.5bn.
A total of 18,167,848 new Naspers N ordinary shares (the "Placing Shares") were successfully placed with qualifying institutional investors at a price of ZAR 1,975 per share. The Placing Shares being issued represent approximately 4.3% of Naspers's issued N ordinary share capital prior to the Capital Raising.
Subject to approval by the JSE Limited ("JSE"), listing and trading of the Placing Shares is expected to commence on 11 December 2015.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing N ordinary shares in the share capital of Naspers, including the right to receive all dividends and other distributions declared, after the date of issue of the Placing Shares.
Cape Town
4 December 2015
Joint BookrunnersCitigroup Global Markets LimitedMorgan Stanley & Co. International plc
Co-Lead ManagersAbsa Bank LimitedBNP ParibasING Bank N.V.
Co-ManagerRand Merchant Bank
Sponsor to NaspersInvestec Bank Limited
Legal counsel to NaspersCravath, Swaine & Moore LLPWebber Wentzel
Legal counsel to the bookrunnersDavis Polk & Wardwell London LLP
About Naspers:
Founded in 1915, Naspers is a broad-based multinational internet and media group offering services in more than 130 countries. Its principal operations are in ecommerce (i.e. classifieds, online retail, marketplaces, online comparison shopping, payments and online services), video-entertainment and print media. The Group also has minority investments in listed, integrated social-network platforms Tencent (Ticker: 700 HK) and Mail.ru (Ticker: MAIL LI). Naspers's issued N ordinary shares are listed on the exchange operated by the JSE (Ticker: NPN SJ). Naspers has a Level I American Depository Receipt programme and its American Depository Shares are listed on the London Stock Exchange (Ticker: NPSN LI). No American Depositary Shares will be issued as part of the Capital Raising. If the Capital Raising is completed, the deposit of Naspers's N ordinary shares into the depositary system will be subject to certain restrictions from the closing of the Capital Raising until the later of January 20, 2016 and the date that is 40 days after the closing of the Capital Raising.
Disclaimer
This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful or require Naspers to take any action. This announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer, solicitation or advertisement of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
The Placing Shares have not been, and will not be, registered under the Securities Act, and may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Placing Shares in the United States.
This announcement may contain forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate", "intend", "seek", "will", "plan", "could", "may", "endeavour" and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements in this announcement.
Neither this announcement nor the Capital Raising constitutes, or is intended to constitute, an offer to the public in South Africa in terms of the South African Companies Act 71 of 2008, as amended ("Companies Act"), and this announcement will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. In South Africa, the offer pursuant to the Capital Raising will only be made to selected persons in South Africa who fall within one of the specified categories listed in section 96(1)(a) of the Companies Act. These materials do not constitute a prospectus registered and/or issued in terms of the Companies Act.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
In the United Kingdom this announcement is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities, or other persons to whom it may otherwise be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement has been issued by, and is the sole responsibility, of Naspers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citigroup Global Markets Limited, Morgan Stanley & Co. International, Absa Bank Limited, acting through its Corporate and Investment Banking division, BNP Paribas, ING Bank N.V. and Rand Merchant Bank, a division of First Rand Bank Limited (collectively, the "Banks") or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available, or publicly available, to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Placing Shares. No representation or warranty is made by Naspers or the Banks in connection with the Placing Shares or Naspers, and any investment decision to apply for and subscribe for Placing Shares must be made solely on the basis of publicly available information, which information has not been independently verified by the Banks.
The issue of the Placing Shares to investors in terms of the Capital Raising is subject to the placing agreement between Naspers and the Banks becoming unconditional in accordance with its terms.
The Banks are acting exclusively for Naspers, and no one else, in connection with the Capital Raising and will not be responsible to anyone other than Naspers for providing the protections afforded to their respective clients, nor for providing advice in relation to the Capital Raising.
In connection with the Capital Raising, the Banks and any of their respective affiliates, acting as investors for their own accounts, may acquire Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of Naspers or related investments in connection with the Capital Raising or otherwise. Accordingly, references to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Banks and any of their affiliates acting as investors for their own accounts. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.