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NASPERS LIMITED - Nasperss subsidiary Prosus announces Launch of Share Repurchase and Share Purchase

Release Date: 23/11/2020 07:55
Code(s): NPN     PDF:  
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Naspers’s subsidiary Prosus announces Launch of Share Repurchase and Share Purchase

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003


Shareholders are referred to the announcement issued by Naspers’s subsidiary Prosus N.V.
(Prosus) today in respect of the launch of:

   •   an on-market Prosus ordinary share N repurchase programme of up to US$1.37 billion
       from its free-float shareholders (the Share Repurchase); and

   •   an on-market Naspers Limited (Naspers) N ordinary share purchase programme of
       up to US$3.63 billion (the Share Purchase, together with the Share Repurchase, the

The board of directors of Prosus (the Prosus Board) is of the view that the Transaction is,
among other things, an investment in the group’s current strong internet portfolio, which is
a sensible use of capital given full market valuations in consumer tech M&A, and the sizeable
discount to the group’s net asset value (NAV). Prosus has a track record of generating good
returns by investing across the consumer internet space. Prosus also takes a long-term
approach to capital allocation across its operations, investments, and this approach now
extends to its asset base – directly and indirectly via its own stock. The Prosus Board believes
that the Transaction will generate value for its shareholders.

Prosus has appointed intermediaries to execute the Transaction within parameters set by it,
allowing the execution of (re)purchases in the open market during open and closed periods.
These intermediaries will make their trading decisions independently from, and uninfluenced
by, Prosus and Naspers.

The Share Purchase will commence on 24 November 2020 and end on 26 November 2021, or
sooner if the maximum consideration under the Share Purchase is reached before then.

The Naspers N ordinary shares held by Prosus after having been purchased under the Share
Purchase will constitute treasury shares under the JSE Listings Requirements. Prosus intends
not to exercise any voting rights attaching to the Naspers N ordinary shares acquired under
the Share Purchase.

The Share Purchase will be implemented in accordance with, and subject to, applicable law
and regulations, as well as the authorities granted by the general meeting of shareholders of
Naspers dated 21 August 2020, as it may be renewed.

The Share Purchase by Prosus constitutes a general repurchase of securities under the JSE
Listings Requirements and will be implemented accordingly.

Statement by the directors of Naspers

Having regard to the decision of the Prosus Board to implement the Share Purchase and after
considering the effects of the Transaction by Prosus, pursuant to the JSE Listings
Requirements the board of directors of Naspers states that:
    -    Naspers and its group will be able, in the ordinary course of business, to pay their
         debts as they become due for a period of 12 months following the date of this

    -    the assets of Naspers and its group will be in excess of the liabilities of Naspers and
         its group for a period of 12 months following the date of this announcement;

    -    the share capital and reserves of Naspers and its group will be adequate for ordinary
         business purposes for a period of 12 months following the date of this announcement;

    -    the working capital of Naspers and its group will be adequate for ordinary business
         purposes for a period of 12 months following the date of this announcement; and

    -    Naspers and its group have passed the solvency and liquidity test envisaged in the
         South African Companies Act, 2008, as amended, and since the test was performed
         there have been no material changes to the financial position of the Naspers group.

Cape Town, South Africa
23 November 2020

Sponsor: Investec Bank Limited


  Investor Enquiries                                           +1 347-210-4305
  Eoin Ryan, Head of Investor Relations
  Media Enquiries                                              +27 78 802 6310
  Shamiela Letsoalo, Media Relations Director

About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the
largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with
long-term growth potential, building leading consumer internet companies that empower people and enrich
communities. Prosus has a listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock
Exchange and Naspers is the majority owner of Prosus.

In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its
internet and ecommerce companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader,
Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.

Naspers is also focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion
investment targeting early stage technology companies in South Africa that seek to address big societal needs. To
help address youth unemployment in impoverished communities, in 2019, Naspers launched Naspers Labs, a social
impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban
settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X
Exchange (NPN.AJ) in South Africa, and has an ADR listing on the London Stock Exchange (LSE: NPSN).

For more information, please visit

Consideration includes transaction costs.

The information contained in this document may contain forward-looking statements,
estimates and projections. Forward-looking statements involve all matters that are not
historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”,
”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the
absence of these words does not necessarily mean that a statement is not forward-looking.
These statements reflect Prosus’s intentions, beliefs or current expectations, involve elements
of subjective judgement and analysis and are based upon the best judgement of Prosus as of
the date of this document, but could prove to be wrong. These statements are subject to
change without notice and are based on a number of assumptions and entail known and
unknown risks and uncertainties. Therefore, you should not rely on these forward-looking
statements as a prediction of actual results.

Any forward-looking statements are made only as of the date of this document and neither
Prosus nor any other person gives any undertaking, or is under any obligation, to update
these forward-looking statements for events or circumstances that occur subsequent to the
date of this document or to update or keep current any of the information contained herein,
any changes in assumptions or changes in factors affecting these statements and this
document is not a representation by Prosus or any other person that they will do so, except
to the extent required by law.

Date: 23-11-2020 07:55:00
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