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NASPERS LIMITED - Capitalisation issue, posting of circular and notice of general meeting

Release Date: 29/05/2019 08:00
Code(s): NPN     PDF:  
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Capitalisation issue, posting of circular and notice of general meeting

NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1925/001431/06)
JSE share code: NPN       ISIN: ZAE000015889
LSE share code: NPSN      ISIN: US 6315121003
(Naspers or the Company)
 
Capitalisation issue, posting of circular and notice of general meeting

1.  INTRODUCTION
    Shareholders are referred to the announcement made by the Company on 25 March
    2019 (Announcement) in relation to the Company's intention to form a new global
    consumer internet group, comprising the Naspers Group's international internet
    assets. These assets will be held by Myriad International Holdings N.V., an existing
    subsidiary of Naspers incorporated in accordance with Dutch laws and whose new
    name will be changed shortly (NewCo). The NewCo N Ordinary Shares are proposed to be
    admitted to listing and trading on Euronext Amsterdam and, as a secondary inward
    listing, on the Main Board of the JSE Limited (JSE).

    The Naspers board of directors (Board) is pleased to announce that the structure
    of the proposed transaction referred to in the Announcement has now been
    finalised and the salient details thereof are set out below.

    Furthermore, Shareholders are hereby advised that a circular to Naspers N ordinary
    shareholders (Naspers N Shareholders) and Naspers A ordinary shareholders
    (Naspers A Shareholders) (Naspers N Shareholders and Naspers A Shareholders,
    collectively, Shareholders) dated 29 May 2019 (Circular) (and using the terms
    defined therein unless otherwise stated) has been made available today and will be
    posted to Shareholders. The Circular, inter alia:

    - explains what the Proposed Transaction is and why the Board believes it is in the
      best long-term interests of Shareholders;
    - provides Shareholders with further information regarding the Proposed
      Transaction and in particular the Capitalisation Issue;
    - explains why the Board unanimously supports and recommends that Shareholders
      vote in favour of the Resolution required to be approved by Shareholders in order
      to implement the Proposed Transaction; and
    - convenes the General Meeting in order to consider, and if deemed fit, to approve
      the Resolution required to be approved by Shareholders in order to implement the
      Proposed Transaction.

    The Circular is also available on the Company's website at www.naspers.com
    and additional copies of the Circular can be obtained from the Company and the
    Sponsor at their respective addresses provided in the "Corporate Information" section 
    of the Circular during normal business hours from today, 29 May 2019 up to and including 
    the date of the General Meeting, being Friday, 28 June 2019.

2.  OVERVIEW OF THE PROPOSED TRANSACTION
    Naspers intends to implement the Proposed Transaction through the following key
    steps:

    - The Naspers M Share Capitalisation Issue to be implemented in accordance
      with section 47 of the Companies Act and article 14 of the Memorandum of
      Incorporation, in terms of which, subject to the Election, Naspers N Shareholders
      will be issued with Naspers M Ordinary Shares which will be automatically
      contributed to NewCo in return for the issue of NewCo N Ordinary Shares to
      Naspers N Shareholders.
    - The Naspers N Share Capitalisation Issue to be implemented in accordance
      with section 47 of the Companies Act and article 14 of the Memorandum of
      Incorporation, in terms of which Naspers N Shareholders can elect to participate
      in the Naspers N Share Capitalisation Issue and be issued with Naspers N
      Ordinary Shares instead of participating in the Naspers M Share Capitalisation
      Issue and being issued with Naspers M Ordinary Shares (and consequently
      NewCo N Ordinary Shares).
    - The Naspers A Share Capitalisation Issue to be implemented in accordance
      with section 47 of the Companies Act and article 14 of the Memorandum of
      Incorporation, in terms of which Naspers A Shareholders will be issued new
      Naspers A Ordinary Shares related to the Naspers N Share Capitalisation Issue.
    - A distribution in kind of NewCo A Ordinary Shares by the Company to Naspers A
      Shareholders through a pro rata distribution in kind for no consideration in terms
      of section 46 of the Companies Act.

3.  BACKGROUND TO, AND REASONS FOR, THE PROPOSED TRANSACTION
    Naspers has a long history of investing in technology companies to capture growth,
    transforming itself from a print media, pay-television and video-entertainment
    company into one of the top 10 global internet companies by market capitalisation.
    Through its growth, the Company has created significant value for its stakeholders.
    This rapid growth has, however, also created some unique market dynamics.
    The Company constitutes almost 25% of the JSE Shareholder Weighted Index,
    compared to 5% in 2013, and its outsized weighting on the JSE and in key FTSE/JSE
    indices exceeds most South African institutional investors' single stock limits. It is
    uncommon for a single stock to have such an outsized weighting when compared
    to other indices. As a result of their single company investment limits and mandate
    restrictions, many South African institutional investors have been forced to sell
    their shares in Naspers as Naspers grew.

    After careful and comprehensive evaluation of the merits of other strategic options 
    available to the Company, it was concluded that the Proposed Transaction is the most 
    promising way to attempt to address these market dynamics and to create further 
    Shareholder value. The Proposed Transaction is intended to address these market issues 
    and is the next significant action to be taken by Naspers management to create 
    further Shareholder value.

    Naspers believes that the Proposed Transaction is a significant step for Naspers
    and presents a new opportunity for global internet investors to access Naspers's
    unique portfolio of international internet assets. Naspers intends for the Proposed
    Transaction to reduce its index weighting on the JSE and at the same time create a new
    platform to attract incremental demand from a broader range of global investors.
    Naspers believes that the Proposed Transaction is well aligned to its continued
    growth ambitions and will help to maximise Shareholder value over time.

    Following the Proposed Transaction, Naspers will:

    - subject to the outcome of the Capitalisation Issue, hold not less than 73% of
      the issued NewCo N Ordinary Shares, with the balance being held by Naspers
      Shareholders as NewCo free float;
    - retain its primary listing on the JSE and secondary listing on A2X. Naspers is
      expected to remain the largest South African company listed on the JSE by
      market capitalisation;
    - remain included in the relevant JSE indices, subject to meeting the relevant
      eligibility criteria; and
    - continue to hold its media assets (primarily Media24) and ecommerce assets in
      South Africa (primarily Takealot and Property24) directly rather than through
      NewCo.

    After implementation of the Proposed Transaction, Naspers will continue to
    invest in South Africa and is committed to building its existing internet and
    ecommerce companies in the country, as well as stimulating the local tech start-
    up sector through Naspers Foundry, which is a R1.4bn investment commitment
    targeting technology start-ups in South Africa. This commitment is in addition
    to the commitment Naspers made in October 2018 at the inaugural South Africa
    Investment Conference to inject a further R3.2bn into its existing South African
    businesses, which is already under way.

4.  THE NEWCO GROUP
    These disclosures have been drafted as the NewCo Group is expected to exist on
    implementation of the Proposed Transaction.

    The NewCo Group is a global consumer internet group and one of the largest
    technology investors in the world. The NewCo Group operates across a variety of
    platforms and geographies. The NewCo Group aims to build leading companies that
    create value by empowering people and enriching communities. The NewCo Group
    has grown by investing in, acquiring and building leading companies. The NewCo
    Group typically focuses on large consumer trends where it tries to identify changes
    early, invests in and adapts proven business models for the high-growth markets
    it is focusing on and leverages its skills and local knowledge and position to build
    businesses that have scale and benefit from local network effects. The NewCo Group
    believes that its platforms offer customers fast, intuitive and secure environments
    to communicate and conduct transactions. The NewCo Group focuses on several
    markets that present above-average growth opportunities when compared to mature markets
    due to their economic growth, scalability and fast-growing mobile internet penetration 
    levels. The NewCo Group's businesses and investments primarily operate in China, India, 
    Russia, Central and Eastern Europe, North America, Latin America, Southeast Asia, the 
    Middle East and Africa. The NewCo Group has developed strong brands in these markets 
    and believes that those global and local brands are an important way for each of its 
    businesses to differentiate themselves from their competitors, thereby driving organic 
    traffic through consumer word-of-mouth.

    The NewCo Group's consumer-facing internet services span the core focus segments
    of online Classifieds, Payments and Fintech, and Food Delivery, plus other online
    business segments, including Etail and Travel. Investing in new sectors is an inherent
    part of the NewCo Group's strategy and through the NewCo Group's Ventures team,
    it intends to continue investing in businesses that it believes have the potential to
    contribute towards its next wave of growth. The NewCo Group's investments in
    Tencent and Mail.ru cover a wide variety of internet services that are built around
    core communication and social networking platforms operating mainly in China and
    Russia.

    The NewCo Group's businesses and investments generate revenues through: online 
    sales of goods, listing fees, payment transaction fees and commissions, mobile 
    and other content revenue (from online mobile app-based services and content, 
    ticketing and logistics services), food-delivery charges and other sources 
    (such as travel-package revenue and commissions thereon and advertising revenue).

5.  RESOLUTION AND GENERAL MEETING
    A General Meeting of Shareholders will be held at the Protea Room, First Floor,
    Cape Town International Convention Centre 2, corner of Heerengracht and Rua
    Bartholomeu Dias, Foreshore, Cape Town, South Africa on Friday, 28 June 2019 at
    11:15 (subject to any adjournment, postponement or cancellation), to consider and if
    deemed fit, to pass, the Resolution (as more fully set out in the Circular).

    In particular, at the General Meeting, approval will be sought from Shareholders on
    the following matters required to be approved by Shareholders in order to implement
    the Proposed Transaction:

    - The amendment of the Memorandum of Incorporation in accordance with section
      36(2), section 16(1)(c) and section 16(5)(a) of the Companies Act and article 38
      of the Memorandum of Incorporation to: (i) create 500 000 000 unlisted Naspers
      M Ordinary Shares in the authorised share capital of the Company in order to
      facilitate the Naspers M Share Capitalisation Issue, and the issue of NewCo
      N Ordinary Shares to Naspers N Shareholders; and (ii) create the right for
      Naspers A Shareholders to receive the NewCo A Share Distribution.
    - The implementation of the Naspers M Share Capitalisation Issue in terms
      of section 47 of the Companies Act and article 14 of the Memorandum of
      Incorporation by the Company, by the Company issuing, subject to the Election, no
      more than 438 656 059 Naspers M Ordinary Shares on the terms and subject to the
      conditions set out in the Circular.
    - The implementation of the Naspers N Share Capitalisation Issue in terms
      of section 47 of the Companies Act and article 14 of the Memorandum of
      Incorporation, by the Company issuing, in accordance with the Elections made, no
      more than 61 343 941 Naspers N Ordinary Shares on the terms and subject to the
      conditions set out in the Circular.
    - To the extent required, the implementation of the Naspers A Share Capitalisation
      Issue in terms of section 47 of the Companies Act and article 14 of the
      Memorandum of Incorporation, by the Company issuing no more than 173 671
      Naspers A Ordinary Shares on the terms and subject to the conditions set out
      in the Circular. As a result of the Naspers N Share Capitalisation Issue such
      number of Naspers A Ordinary Shares will be issued on a pro rata basis to
      Naspers A Shareholders so as to maintain the voting ratio that existed between
      the Naspers A Ordinary Shares and the Naspers N Ordinary Shares following the
      capitalisation issue implemented by Naspers on 26 November 2015, where-after
      Naspers A Ordinary Shares carried 68.37% of the total voting rights in the
      Company and Naspers N Ordinary Shares carried 31.63% of the total voting rights
      in the Company.
    - Approving the issue of up to 438 656 059 Naspers M Ordinary Shares, up to
      61 343 941 Naspers N Ordinary Shares and up to 173 671 Naspers A Ordinary
      Shares pursuant to the Naspers M Share Capitalisation Issue, the Naspers N Share
      Capitalisation Issue and the Naspers A Share Capitalisation Issue, respectively.
    
    The Resolution required to be approved by Shareholders in order to implement the 
    Proposed Transaction (Special Resolution 1 of the General Meeting Notice) is proposed 
    as a composite special resolution, notwithstanding that certain matters proposed to be 
    authorised in terms of the Resolution may qualify to be posed as ordinary resolutions. 
    In respect of any component of the Resolution which is posed as a special resolution, 
    but for which only an ordinary resolution is required, the passing of the special resolution 
    shall be deemed to include such component of the Resolution having been passed as an
    ordinary resolution.
    
    The adoption of the Resolution requires Shareholder approval of at least 75%
    of the aggregate voting rights exercised on the Resolution by the Shareholders
    (determined in accordance with the voting rights attaching to the Naspers
    N Ordinary Shares and the Naspers A Ordinary Shares in terms of the Memorandum
    of Incorporation, respectively), voting together, whether present in person or
    represented by proxy, at the General Meeting, and entitled to exercise voting rights
    on the Resolution.
    
    The General Meeting Notice and a Form of Proxy, for use by Certificated
    Shareholders and Dematerialised Shareholders with "own-name" registration who
    are unable to attend the General Meeting in person, are attached to the Circular.
    Dematerialised Shareholders who are not "own-name" Dematerialised Shareholders who 
    wish to attend the General Meeting (including to vote thereat) should instruct their 
    CSDP or broker to issue them with the necessary letter of representation to attend 
    the General Meeting in person, in the manner stipulated in the custody agreement 
    governing the relationship between them and their CSDP or broker.

6.  RECOMMENDATION
    The Board is of the view that the Proposed Transaction provides the potential to
    realise the benefits highlighted above in an efficient and effective manner through
    the creation of a vibrant listing and free float of NewCo on Euronext Amsterdam
    and, through its secondary inward listing, on the JSE, while allowing all Naspers N 
    Shareholders equal opportunity to participate directly in the potential future growth 
    of NewCo.

    The Board is of the view that the Proposed Transaction is in the best interests of the
    Company and recommends that all Shareholders vote in favour of the Resolution
    to approve certain matters related to implementation of the Proposed Transaction. 
    Each of the Directors themselves intends to vote all of the voting rights attaching 
    to the Shares held by them in favour of the Resolution.

7.  SALIENT DATES OF THE PROPOSED TRANSACTION
    The following indicative timetable sets out expected dates for the General Meeting,
    the Capitalisation Issue, Naspers A Share Capitalisation Issue and NewCo A Share
    Distribution:

                                                                                                           2019
    Record date to determine which Shareholders are entitled
    to receive the Circular and General Meeting Notice                                           Friday, 17 May
    Circular and General Meeting Notice posted to
    Shareholders as well as declaration date announcement released on SENS                    Wednesday, 29 May
    Last day to trade Naspers N Ordinary Shares in order to be
    recorded in the Naspers register on the record date to be
    eligible to vote and participate at the General Meeting                                    Tuesday, 18 June
    Record date to be eligible to vote and participate at the
    General Meeting, by close of trade                                                          Friday, 21 June
    General Meeting to be held at the Protea Room, First
    Floor, Cape Town International Convention Centre 2,
    corner of Heerengracht and Rua Bartholomeu Dias,
    Foreshore, Cape Town, South Africa, at 11:15                                                Friday, 28 June
    Results of the General Meeting to be released on SENS                                       Friday, 28 June
    Publication of Prospectus                                                                    Monday, 1 July
    Elections in relation to the Naspers N Share Capitalisation
    Issue open                                                                                   Monday, 1 July
    Last day to trade in Naspers N Ordinary Shares in order to
    be able to participate in the Capitalisation Issue                                         Tuesday, 16 July
    Naspers N Ordinary Shares trade "ex" the entitlement to
    participate in the Capitalisation Issue                                                  Wednesday, 17 July
    Listing of the NewCo N Ordinary Shares on Euronext Amsterdam and the JSE                 Wednesday, 17 July
    Announcement to be released on SENS on the cash proceeds in respect of 
    fractional entitlements of Naspers N Ordinary Shares by 11:00                             Thursday, 18 July
    Elections in relation to the Naspers N Share Capitalisation
    Issue close at 12:00                                                                        Friday, 19 July
    Record Date at 17:00                                                                        Friday, 19 July
    Listing of Naspers N Ordinary Shares pursuant
    to the implementation of the Naspers N Share
    Capitalisation Issue                                                                        Monday, 22 July
    Implementation of the Capitalisation Issue
    (including issue of Naspers M Ordinary Shares
    and automatic contribution for issue of NewCo
    N Ordinary Shares and issue of Naspers N Ordinary Shares 
    pursuant to the Naspers N Share Capitalisation Issue) and 
    Naspers A Share Capitalisation Issue                                                        Monday, 22 July
    Settlement of the Capitalisation Issue                                                      Monday, 22 July
    The Bank of New York Mellon, as Depositary, expects
    to receive credit of NewCo N Ordinary Shares (at its
    custodian banks in the Netherlands) allocated to the
    NewCo ADS Facility pursuant to the Naspers M Share
    Capitalisation Issue and to deliver NewCo ADSs to holders                       
    of Naspers ADSs                                                                 On or about Monday, 22 July
    NewCo A Share Distribution implemented                                                     Tuesday, 23 July


    Notes
    1.   The dates and times indicated in the table above are subject to change. Any material
         changes will be released on SENS.

    2.   Shareholders should note that, as transactions in Naspers N Ordinary Shares are settled
         in the Strate System, settlement of trades takes place three trading days after such trade.
         Therefore, persons who acquire Naspers N Ordinary Shares after the last day to trade in
         order to be recorded in the Naspers register to be eligible to vote at the General Meeting,
         being 18 June 2019 will not be able to vote at the General Meeting. Similar principles apply
         in relation to the last day to trade in order to participate in the Capitalisation Issue.
    
    3.   Forms of Election should be received by the Company or the Transfer Secretary by 12:00 on 
         Friday, 19 July 2019 in the case of the Certificated Naspers N Shareholders. Dematerialised 
         Naspers N Shareholders must inform their GSDP, broker or agent if they choose to make the 
         Election; in accordance with the agreement between such Naspers N Shareholders and their 
         respective GSDPs, broker, or agent.

    4.   Shareholders should note that, as the trading of NewCo N Ordinary Shares is settled
         through the Strate System, in the case of the JSE, and Euroclear Nederland, in the case
         of Euronext Amsterdam, settlement of the first trades in both the Strate System, in the
         case of the JSE, and Euroclear Nederland, in the case of Euronext Amsterdam, will take
         place three trading days after the first trades are executed in order to accommodate the
         settlement cycle of the Strate System. NewCo N Ordinary Shares are expected to list and
         commence trading on the JSE and Euronext Amsterdam on an "as-if-when-issued" basis
         on Wednesday, 17 July 2019 and the trades executed on this first trading date are expected
         to settle on Monday, 22 July 2019 on both the JSE and Euronext Amsterdam. Following
         the first trading date of NewCo N Ordinary Shares on Euronext Amsterdam and the JSE,
         settlement of trades in NewCo N Ordinary Shares will take place two trading days after
         a trade is executed through Euroclear Nederland, in the case of Euronext Amsterdam,
         and three trading days after a trade is executed through the Strate System, in the case of
         the JSE.

    5.   Forms of Proxy are to be received by no later than 11:15 on Wednesday, 26 June 2019 for
         administrative purposes only, or such later date if the General Meeting is postponed to
         allow for processing of such proxies. Proxies may, however, be handed to the chair of the
         General Meeting prior to such proxy exercising any right of the Shareholder at the General
         Meeting.
    
    6.   No Naspers N Ordinary Shares may be rematerialised or Dematerialised from Wednesday,
         17 July 2019 to Friday, 19 July 2019, both days inclusive.
  
    7.   If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
         General Meeting will remain valid in respect of any such adjournment or postponement.
  
    8.   All references to times are to South African Standard Time.

8.  CAPITALISATION ISSUE
    8.1 Implementation of the Capitalisation issue
        Subject to the terms and conditions set out in the Circular and the Naspers
        M Share Capitalisation Issue becoming operative, the Company intends to
        implement the Naspers M Share Capitalisation Issue. However, Naspers
        N Shareholders will be able to Elect to participate in the Naspers N Share
        Capitalisation Issue instead of participating in the Naspers M Share
        Capitalisation Issue.

        The implementation of the Capitalisation Issue will be subject to the fulfilment
        or waiver (in whole or in part), on or before the Longstop Date (1 July 2019), of
        the following conditions:
       
        - The Resolution relating to the implementation of the Proposed Transaction
          being adopted by the requisite majority of Shareholders (as indicated in the
          General Meeting Notice).
        - All Regulatory Consents being received on an unconditional basis, or to
          the extent that any such Regulatory Consents are subject to any obligation,
          undertaking, condition or qualification, such obligation, undertaking,
          condition or qualification is acceptable to the Company in its discretion.
        - The proposed amendments to the Memorandum of Incorporation being
          approved by the requisite majority of Shareholders at the General Meeting
          and being filed with, and accepted by, the CIPC.
       
        All of the above conditions are for the benefit of Naspers. The conditions may
        be waived, in whole or in part, by Naspers on or before the Longstop Date. The
        Longstop Date may be extended by Naspers from time to time by issuing an
        announcement to Shareholders on SENS. The Capitalisation Issue will be unconditional 
        for all purposes upon the issue of a finalisation announcement by Naspers on SENS.
       
        The Board reserves the right, in its discretion, to decide not to proceed
        with the Proposed Transaction until 14:00 on the last day to trade in Naspers N 
        Ordinary Shares in order to be able to participate in the Capitalisation Issue, 
        currently expected to be Tuesday, 16 July 2019. This discretion will include, 
        but not be limited to, the right to amend the timetable for the Proposed Transaction. 
        
        Naspers may at any time, after the Capitalisation Issue is implemented, depending on 
        market conditions and other factors, offer to sell NewCo N Ordinary Shares to new investors.
    
    8.2 The Election
        To achieve the objective of creating a NewCo N Ordinary Share free float of
        25%, or as close as possible thereto post implementation of the Proposed
        Transaction, while at the same time offering Naspers N Shareholders the
        ability to Elect to participate in the Naspers N Share Capitalisation Issue
        and receive Naspers N Ordinary Shares, the Board determined that 27%,
        representing 438 656 059 of the issued NewCo N Ordinary Shares (post
        implementation of the Proposed Transaction) would be made available to
        Naspers N Shareholders in terms of the Naspers M Share Capitalisation Issue.
        
        Consequently, in terms of the Capitalisation Issue a Naspers N Shareholder
        will ultimately receive, on a pro rata basis, either an additional direct or
        additional indirect interest in NewCo depending on whether they exercise the
        election to participate in the Naspers N Share Capitalisation Issue, whereby:
        
        - a Naspers N Shareholder that does not elect to participate in the Naspers N
          Share Capitalisation Issue will be issued with one Naspers M Ordinary Share
          and consequently one NewCo N Ordinary Share for every one Naspers N
          Ordinary Share held on the Record Date; or
        - a Naspers N Shareholder that elects to participate in the Naspers N Share
          Capitalisation Issue will be issued with 0.36986 additional Naspers N
          Ordinary Shares for every one Naspers N Ordinary Share held on the Record
          Date. Where such an election is made, Naspers will be issued the underlying
          one NewCo N Ordinary Share that would otherwise have been issued to the
          Naspers N Shareholder, thereby providing such Naspers N Shareholder with
          the same effective interest in NewCo through the Naspers N Ordinary Shares
          to be issued, as a Naspers N Shareholder that is issued one Naspers M
          Ordinary Share and consequently one NewCo N Ordinary Share.
   
    The ratio of 0.36986 Naspers N Ordinary Shares to be issued pursuant to an
    election made instead of being issued one Naspers M Ordinary Share (and
    consequently one NewCo N Ordinary Share) under the Naspers M Share
    Capitalisation Issue reflects the ratio between the 438 656 059 Naspers
    N Ordinary Shares and 1 185 996 011 NewCo N Ordinary Shares in issue
    immediately prior to the implementation of the Capitalisation Issue.

    Naspers N Shareholders that do not elect to participate in the
    Naspers N Share Capitalisation Issue or do not submit their Election
    timeously, will be issued with Naspers M Ordinary Shares on the
    terms and conditions of the Naspers M Share Capitalisation Issue
    set out in the Circular and will, accordingly, be issued one NewCo N
    Ordinary Share in consideration for the automatic contribution of
    each Naspers M Ordinary Share held by them.

    8.3 Naspers M Share Capitalisation Issue
        Subject to the terms and conditions set out in the Circular, the Company
        intends to implement a capitalisation issue in terms of which it will, subject
        to the Election, issue up to 438 656 059 Naspers M Ordinary Shares to Naspers
        N Shareholders as a capitalisation issue in terms of section 47 of the
        Companies Act and article 14 of the Memorandum of Incorporation, with each
        Naspers N Shareholder entitled to be issued one Naspers M Ordinary Share
        for each Naspers N Ordinary Share held on the Record Date, expected to be
        Friday, 19 July 2019.
        
        Each Naspers M Ordinary Share issued pursuant to the Naspers M Share
        Capitalisation Issue will entitle the holder thereof to be issued one NewCo
        N Ordinary Share in consideration for the automatic contribution of every
        one Naspers M Ordinary Share to NewCo in accordance with the terms of the
        Naspers M Ordinary Shares.

    8.4 Naspers N Share Capitalisation Issue
        Subject to the terms and conditions set out in the Circular, the Company
        intends to implement a capitalisation issue, in terms of which it will issue up to
        61 343 941 Naspers N Ordinary Shares to Naspers N Shareholders that Elect to
        participate in the Naspers N Share Capitalisation Issue instead of participating
        in the Naspers M Share Capitalisation Issue as a capitalisation issue in terms
        of section 47 of the Companies Act and article 14 of the Memorandum of
        Incorporation.
        
        Naspers N Shareholders Electing to participate in the Naspers N Share
        Capitalisation Issue shall be issued 0.36986 Naspers N Ordinary Shares for
        each Naspers M Ordinary Share that they would otherwise have been entitled
        to be issued as at the Record Date had they participated in the Naspers M
        Share Capitalisation Issue. Naspers N Shareholders who make an Election
        must do so in respect of all (and not part) of their Naspers N Ordinary Shares
        held as at the Record Date.
        
        The number of Naspers N Ordinary Shares that can be issued pursuant to
        the Naspers N Share Capitalisation Issue is limited to the number of Naspers
        N Ordinary Shares available in the authorised but unissued share capital
        of the Company, being 61 343 941 Naspers N Ordinary Shares as at the Last
        Practicable Date. Should the number of Naspers N Ordinary Shares to be
        issued under the Naspers N Share Capitalisation Issue exceed the number of
        authorised but unissued Naspers N Ordinary Shares available, then the number
        of Naspers N Ordinary Shares to which a Naspers N Shareholder exercising
        the Election would have been entitled if sufficient Naspers N Ordinary Shares
        were available in the authorised share capital of the Company will be scaled
        down on a pro rata basis to holdings of Naspers N Ordinary Shares on the
        Record Date, with the balance of such Naspers N Shareholders' entitlements
        under the Capitalisation Issue being issued in the form of Naspers M Ordinary
        Shares (and ultimately, NewCo N Ordinary Shares). 
        
        Only whole numbers of Naspers N Ordinary Shares and Naspers M Ordinary Shares will 
        be issued and where fractional entitlements to Naspers N Ordinary Shares arise, 
        such fractions will be rounded down to the nearest whole number with any remaining 
        fractional entitlements to Naspers N Ordinary Shares being sold on behalf of the 
        relevant Naspers N Shareholder. The cash proceeds of such fractional entitlements 
        sold on behalf of such Naspers N Shareholders will be determined in accordance with 
        the JSE Listings Requirements and paid to the relevant Naspers N Shareholder in its 
        brokerage account or an to a nominee account to be held on behalf and for the benefit
        of the relevant Naspers N Shareholder, in accordance with the JSE Listings Requirements.
       
        As outlined above, for every one Naspers N Ordinary Share issued pursuant
        to the Naspers N Share Capitalisation Issue, Naspers will be issued 2.70370
        NewCo N Ordinary Shares.
        
        All new Naspers N Ordinary Shares and NewCo N Ordinary Shares will be
        issued in Dematerialised Form. For further information on settlement please
        see the Circular. If you have any queries please contact the Naspers transfer
        secretary, including in relation to how to open an account for holding Naspers
        N Ordinary Shares or NewCo N Ordinary Shares in Dematerialised Form.

    8.5 Naspers A Share Capitalisation Issue
        In terms of article 14.1.6 of the Memorandum of Incorporation, if there is a
        capitalisation issue of Naspers N Ordinary Shares, a corresponding number of
        Naspers A Ordinary Shares is required to be issued through a capitalisation
        issue in order to maintain the voting ratio that existed between the Naspers
        A Ordinary Shares and the Naspers N Ordinary Shares prior to the relevant
        capitalisation issue of Naspers N Ordinary Shares. In this regard, Naspers
        implemented a capitalisation issue on 26 November 2015 as a result of which
        Naspers A Ordinary Shares carried 68.37% of the aggregate voting rights in
        Naspers and Naspers N Ordinary Shares carried 31.63% of the aggregate
        voting rights. Similarly, as it is proposed as part of the Proposed Transaction to
        implement the Naspers N Share Capitalisation Issue in terms of which Naspers
        N Ordinary Shares will be issued as a capitalisation issue, the Company will
        be required in terms of the Memorandum of Incorporation to implement a
        capitalisation issue of the Naspers A Ordinary Shares.
        
        Accordingly, the Naspers N Share Capitalisation Issue will be accompanied
        by a pro rata capitalisation issue of up to 173 671 Naspers A Ordinary Shares
        to Naspers A Shareholders on the register on the Record Date so that the
        percentage of voting rights entitled to be exercised at a general meeting on
        matters to be determined by the Naspers A Shareholders and the Naspers N
        Shareholders collectively, following implementation of the Naspers N Share
        Capitalisation Issue, shall be the same vis-a-vis Naspers A Shareholders and
        Naspers N Shareholders as they were immediately following the capitalisation
        issue implemented by Naspers on 26 November 2015. The effect of the Naspers
        A Share Capitalisation Issue will be that 68.37% of the total voting rights in the
        Company will be exercisable by the Naspers A Shareholders and 31.63% of the
        total voting rights in the Company will be exercisable by Naspers N Shareholders.

9.  NEWCO SHARE CAPITAL
    It is expected that, immediately following the implementation of the Proposed
    Transaction, NewCo's share capital will comprise NewCo A Ordinary Shares and
    NewCo N Ordinary Shares.
    
    -   The NewCo A Shares: (i) are not, and will not be admitted to listing and trading
        on a stock exchange as part of the Proposed Transaction; and (ii) carry one vote
        per share, save if Naspers's voting interest in the NewCo Shares drops below 50%
        plus one vote of the total voting interest of all NewCo Shares, which event would,
        pursuant to NewCo's Articles of Association, automatically result in the NewCo A
        Ordinary Shares carrying 1 000 votes per share.
    -   The NewCo N Ordinary Shares will, subject to having received the requisite
        approvals from Euronext Amsterdam and the JSE, be admitted to listing and
        trading on Euronext Amsterdam and, as a secondary listing, on the Main Board of
        the JSE and carry one vote per share.
    
    It is expected that immediately after implementation of the Proposed Transaction,
    NewCo will have 1 624 652 070 NewCo N Ordinary Shares in issue. Subject to the
    outcome of the Capitalisation Issue, which is uncertain, it is expected that Naspers
    will hold not less than 73% (1 185 996 011 NewCo N Ordinary Shares) of the issued
    NewCo N Ordinary Shares with not more than 27% (438 656 059 NewCo N Ordinary
    Shares) being held as free float at such time.
   
    Each NewCo A Ordinary Share and each NewCo N Ordinary Share issued and
    outstanding will rank equally with, and will be eligible for any dividends that may
    be declared on, the NewCo A Ordinary Shares and the NewCo N Ordinary Shares,
    respectively. Each holder of a NewCo A Ordinary Share shall be entitled to one-fifth
    of the dividend rights to which a holder of a NewCo N Ordinary Share is entitled
    multiplied by the percentage free float of NewCo (ie the percentage of NewCo
    N Ordinary Shares not held by Naspers).

10. NEWCO A SHARE DISTRIBUTION
    Naspers will, subject to the terms and conditions of the Circular and following the
    implementation of the Capitalisation Issue and the Naspers A Share Capitalisation
    Issue, distribute the NewCo A Ordinary Shares on a pro rata basis to Naspers A
    Shareholders on the Naspers register on the Record Date. In order to implement
    the NewCo A Share Distribution, an amendment is required to be made to the
    Memorandum of Incorporation so as to give Naspers A Shareholders the right to
    receive NewCo A Ordinary Shares in terms of the NewCo A Share Distribution.
    For further information on the proposed amendment to the Memorandum
    of Incorporation, please refer to the conformed copy of the Memorandum
    of Incorporation showing all proposed amendments thereto available on the
    Company's website at www.naspers.com.

11. TAXATION
    This paragraph highlights certain South African tax considerations in
    relation to the Capitalisation Issue. This brief summary does not purport to
    address all tax consequences associated with the Proposed Transaction,
    and does not take into account the specific circumstances of any
    particular investor or the tax laws of any country other than South Africa.
    For further information regarding certain Dutch and U.S. tax considerations
    related to the Proposed Transaction, please refer to paragraph 19 of the
    Circular titled "Taxation".

    The summary of South African income tax consequences set out below is for
    general information only. All Shareholders should consult their tax advisers
    regarding the particular tax consequences applicable to them in relation to the
    Proposed Transaction, including the applicability and effect of other tax laws and
    possible changes in tax law.

    The South African income tax system is a residence-based system of taxation,
    in terms of which South African tax residents are subject to tax in South Africa
    on their worldwide income. Persons that are non-resident for South African tax
    purposes are subject to tax on income derived from a South African source. This
    summary is based on the assumption that an investor is resident in South Africa for
    tax purposes, and that NewCo is not resident in South Africa for tax purposes.
    
    A natural person is a South African tax resident if he or she is "ordinarily resident"
    in South Africa or, if not "ordinarily resident" in South Africa, was physically present
    in South Africa for certain prescribed periods within a continuous six-year period.
    These periods require a physical presence in South Africa of more than 91 days in
    each of the six years and more than 915 during the first five years.
   
    A person other than a natural person (ie a juristic person or a trust) is a South
    African tax resident if it is incorporated, established or formed in South Africa or if
    its place of effective management is located in South Africa.
   
    The definition of a resident specifically excludes any person who is deemed to be
    exclusively a resident of another country for purposes of an applicable agreement
    for the avoidance of double taxation entered into between South Africa and
    the other relevant jurisdiction. Shareholders with questions regarding their tax
    residency should consult their tax advisers.
   
    Capitalisation Issue
    The Capitalisation Issue by Naspers of Naspers N Ordinary Shares and Naspers
    M Ordinary Shares is not a taxable event. Furthermore the issue of shares by a
    company is specifically excluded from the definition of a "dividend", as such there
    should be no dividend tax liability triggered as a result of the Capitalisation Issue.
    
    In the hands of the Shareholders, such Capitalisation Issue shares will, however,
    be deemed to have nil tax base cost, which implies that the full value of the shares
    may become taxable in the event that such shares are disposed of in future, to the
    extent that the Shareholder is subject to South African tax. In this regard, in terms
    of the Naspers M Share Capitalisation Issue a disposal of the Naspers M Ordinary
    Shares is triggered immediately for South African tax purposes when the Naspers
    M Ordinary Shares will be automatically contributed for the issue of NewCo N
    Ordinary Shares in accordance with the terms of the Naspers M Ordinary Shares
    (with proceeds being equal to the market value of the NewCo N Ordinary Shares
    at the time that the Capitalisation Issue is implemented). Effectively, this means
    that whereas the capitalisation issue by Naspers of Naspers N Ordinary Shares
    is tax free for South African tax resident Shareholders, the Naspers M Share
    Capitalisation Issue will be a taxable event for certain South African tax resident
    Shareholders (ie taxable). Non-South African tax resident Shareholders, whose
    shares are not attributable to a permanent establishment in South Africa, should
    fall outside the scope of South African capital gains tax insofar as it relates to the
    disposal of shares in Naspers - as Naspers is not a so-called "land rich" company,
    ie Naspers shares should not constitute an "interest in immovable property situated
    in the Republic" for South African capital gains tax purposes.

    IMPORTANT NOTICES AND DISCLAIMERS
    This announcement does not include all information on the Proposed
    Transaction and Naspers Shareholders must have regard to the contents
    of the entire Circular in relation to the Proposed Transaction and must take
    appropriate advice as necessary, particularly, in relation to the potential
    tax implications of the Capitalisation Issue and/or the Election.

    The release, publication or distribution of the Circular and/or this announcement in
    jurisdictions other than South Africa may be restricted by law and therefore persons
    into whose possession this Circular and/or this announcement comes should inform
    themselves about, and observe, any applicable restrictions or requirements. Any
    failure to comply with such restrictions may constitute a violation of the securities
    laws of any such jurisdiction. To the fullest extent permitted by applicable law,
    Naspers and NewCo disclaim any responsibility or liability for the violation of such
    requirements by any person. Notices for certain Foreign Shareholders located in, or
    resident of, certain jurisdictions are set out in the Circular.

    It is the responsibility of any Foreign Shareholder (including, without limitation, 
    nominees, agents and trustees for such persons) wishing to receive the Circular 
    (including the Form of Election) and/or participate in the Capitalisation Issue, 
    Naspers A Share Capitalisation Issue or the NewCo A Share Distribution, as the case
    may be, to satisfy themselves as to the full observance of the applicable laws of any 
    relevant territory, including obtaining any requisite governmental or other consents, 
    observing any other requirements or formalities and paying any issue, transfer or other 
    taxes due in such territories. For further information on the treatment of Foreign 
    Shareholders, see the Circular.

    The Circular and this announcement is not a prospectus or a prospectus-equivalent
    document and neither is the Circular, this announcement nor any accompanying
    documentation intended to, and does not, constitute or form part of, an offer to
    sell or an invitation to purchase or subscribe for any securities in any jurisdiction.
    Shareholders are advised to read the Circular, which contains the terms and
    conditions of the Capitalisation Issue, with care and in full. Any decision to approve
    the Resolution or analysis of the Capitalisation Issue and/or other matters dealt with
    in the Circular should be made only on the basis of the information in the Circular.
    
    Application will be made for all of the issued NewCo N Ordinary Shares to be
    admitted to listing and trading on Euronext Amsterdam and, as a secondary listing, on the Main
    Board of the JSE. The Prospectus to be issued by NewCo in respect of, among
    other things, the Admissions will be made available in due course, subject to
    applicable securities laws, on www.newglobaltechgroup.com. Shareholders should
    have regard to the Prospectus before making an Election.
   
    Application will also be made for the admission of the Naspers N Ordinary Shares
    to be issued under the Naspers N Share Capitalisation Issue to listing and trading
    on the JSE, as a primary listing, and on A2X, as a secondary listing.
    
    Each Financial Adviser is acting exclusively for the Company and NewCo and no
    one else in connection with the Proposed Transaction. No Financial Adviser will
    regard any other person (whether or not a recipient of this Circular) as its client in
    relation to the Proposed Transaction and will not be responsible to anyone other
    than the Company and/or NewCo for providing the protections afforded to its
    client nor for giving advice in relation to the Proposed Transaction or any other
    transaction or arrangement referred to in the Circular and/or this announcement.
    No representation or warranty, express or implied, is made or given, and no
    responsibility is accepted, by or on behalf of the Financial Advisers or any of their
    affiliates or any of their respective directors, officers or employees or any other
    person, as to the accuracy, completeness, fairness or verification of the information
    or opinions contained in the Circular and/or this announcement and nothing
    contained in the Circular and/or this announcement is, or shall be relied upon as,
    a promise or representation by the Financial Advisers or any of their respective
    affiliates as to the past or future. Accordingly, the Financial Advisers and each of
    their affiliates and their respective directors, officers and employees disclaim, to the
    fullest extent permitted by applicable law, all and any liability, whether arising in tort
    or contract or that they might otherwise be found to have in respect of the Circular,
    this announcement and/or any such statement.
    
    The Naspers Shares and the NewCo Shares will not be registered under the U.S Securities Act, 
    as amended and may not be offered or sold in the United States absent registration under the U.S. 
    Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, 
    the registration requirements thereunder.

    Forward-looking statements
    This announcement and the Circular contain statements about Naspers and/or NewCo that are, or may
    be, forward-looking statements. All statements (other than statements of historical fact) are, or may be
    deemed to be, forward-looking statements, including, without limitation, those concerning: strategy;
    the economic outlook for the industries in which Naspers and/or NewCo operates or invests as well as
    markets generally; production; cash costs and other operating results; growth prospects and outlook
    for operations and/or investments, individually or in the aggregate; liquidity, capital resources and
    expenditure, statements in relation to the approval by Shareholders or implementation of the Proposed
    Transactions. These forward-looking statements are not based on historical facts, but rather reflect
    current expectations concerning future results and events and generally may be identified by the use of
    forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee",
    "forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases.
   
    Examples of forward-looking statements include statements regarding a future financial position or
    future profits, cash flows, corporate strategy, implementation of the Proposed Transaction, anticipated
    levels of growth, estimates of capital expenditures, acquisition and investment strategy, expansion
    prospects or future capital expenditure levels and other economic factors, such as, among others,
    growth and interest rates.
   
    By their nature, forward-looking statements involve known and unknown risks and uncertainties
    because they relate to events and depend on circumstances that may or may not occur in the future.
    Naspers cautions that forward-looking statements are not guarantees of future performance. Actual
    results, financial and operating conditions, returns and the developments within the industries and
    markets in which Naspers or NewCo operates and/or invests may differ materially from those made in,
    or suggested by, the forward-looking statements contained in this announcement and/or the Circular.
   
    All these forward-looking statements are based on estimates, predictions and assumptions, as regards
    Naspers or NewCo, all of which estimates, predictions and assumptions, although Naspers believes
    them to be reasonable, are inherently uncertain and may not eventuate or eventuate in the manner
    Naspers expects. Factors which may cause the actual results, performance or achievements to be
    materially different from any future results, performance or achievements expressed or implied in
    those statements or assumptions include matters not yet known to Naspers or not currently considered
    material by Naspers.
   
    Shareholders should keep in mind that any forward-looking statement made in this announcement and/
    or the Circular or elsewhere is applicable only at the date on which such forward-looking statement
    is made. New factors that could cause the business of Naspers or NewCo not to develop as expected
    may emerge from time to time and it is not possible to predict all of them. Further, the extent to which
    any factor or combination of factors may cause actual results, performance or achievement to differ
    materially from those contained in any forward-looking statement is not known. Naspers has no duty to,
    and does not intend to, update or revise the forward-looking statements contained in this announcement
    and/or the Circular or any other information herein after the date of the Circular, except as may be
    required by law.
   
    Any forward-looking statement has not been reviewed nor reported on by Naspers's external auditor or
    any other expert.
   
    NASPERS N SHAREHOLDERS MUST HAVE REGARD TO THE CONTENTS OF THE
    ENTIRE CIRCULAR IN RELATION TO THE PROPOSED TRANSACTION AND MUST
    TAKE APPROPRIATE ADVICE AS NECESSARY, PARTICULARLY, IN RELATION TO
    THE POTENTIAL TAX IMPLICATIONS OF THE CAPITALISATION ISSUE OR THE
    ELECTION. FOR FURTHER INFORMATION ON POTENTIAL TAX IMPLICATIONS
    SHAREHOLDERS SHOULD REFER TO PARAGRAPH 19 OF THE CIRCULAR. IN
    PARTICULAR, SHAREHOLDERS SUBJECT TO SOUTH AFRICAN TAX SHOULD NOTE
    THAT, IN TERMS OF THE NASPERS M SHARE CAPITALISATION ISSUE, A DISPOSAL
    OF THE NASPERS M ORDINARY SHARES IS TRIGGERED IMMEDIATELY FOR SOUTH
    AFRICAN TAX PURPOSES WHEN THE NASPERS M ORDINARY SHARES WILL BE
    AUTOMATICALLY CONTRIBUTED FOR THE ISSUE OF NEWCO N ORDINARY SHARES
    IN ACCORDANCE WITH THE TERMS OF THE NASPERS M ORDINARY SHARES (WITH
    PROCEEDS BEING EQUAL TO THE MARKET VALUE OF THE NEWCO N ORDINARY
    SHARES AT THE TIME THAT THE CAPITALISATION ISSUE IS IMPLEMENTED).

    FURTHERMORE, PRIOR TO MAKING AN ELECTION, NASPERS N SHAREHOLDERS MUST 
    HAVE REGARD TO THE ENTIRE PROSPECTUS IN RESPECT OF THE ADMISSIONS BEING 
    PREPARED IN RESPECT OF NEWCO AND WILL BE AVAILABLE IN DUE COURSE ON ITS 
    WEBSITE AT WWW.NEWGLOBALTECHGROUP.COM AND THE TERMS OF THE NEWCO N SHARES 
    WHICH ARE STIPULATED IN THE ARTICLES OF ASSOCIATION OF NEWCO, WHICH WILL 
    ALSO BE AVAILABLE ON ITS WEBSITE IN DUE COURSE.

    NASPERS N SHAREHOLDERS THAT DO NOT ELECT TO PARTICIPATE IN THE NASPERS N SHARE 
    CAPITALISATION ISSUE IN ACCORDANCE WITH THE TERMS OF THE CIRCULAR, WILL BE ISSUED 
    NASPERS M ORDINARY SHARES IN TERMS OF THE NASPERS M SHARE CAPITALISATION ISSUE IN 
    RESPECT OF ALL (AND NOT SOME OF) THE NASPERS N ORDINARY SHARES HELD BY THEM ON THE 
    RECORD DATE. 


    Cape Town
    29 May 2019

    Sponsor
    Investec Bank Limited 
    
    South African Legal Adviser (Lead)
    Webber Wentzel
    
    South African Legal Adviser
    Glyn Marais Inc.
    
    Dutch and U.S. Legal Adviser
    Allen & Overy LLP
    
    Financial Advisers
    Goldman Sachs International
    J.P. Morgan Securities plc
    Morgan Stanley & Co. International plc
    
    Dutch and U.S. Legal Adviser to Financial Advisers
    Linklaters LLP
    
    You can call our shareholder helpline, +27 87 015 0273, if you have questions, during normal 
    business hours, Monday to Friday (except for South African public holidays).
Date: 29/05/2019 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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